GVP / GSE Systems, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

GSE Systems, Inc.
US ˙ NasdaqCM ˙ US36227K2050
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
LEI 54930082DOCQ7IC63U31
CIK 944480
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GSE Systems, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
February 14, 2025 EX-99.1

JOINT FILING APPLICATION

Exhibit 99.1 JOINT FILING APPLICATION The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of GSE Systems, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. February 14, 2025 LIND GLOBAL FUND II LP By: Lind Global Partners II LLC i

November 14, 2024 SC 13G/A

GVP / GSE Systems, Inc. / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GSE Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 36227K205 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box

November 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of GSE Systems, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedu

November 13, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-14785 GSE SYSTEMS, INC. (Exact name of registrant as specified in its c

November 8, 2024 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 8, 2024 Registration Nos.

November 8, 2024 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 8, 2024 Registration Nos.

November 8, 2024 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter)

POS AM 1 ef20038358posam.htm POS AM As filed with the Securities and Exchange Commission on November 8, 2024 Registration No. 333-264114 Registration No. 333-276128 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its

November 8, 2024 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 8, 2024 Registration No.

November 8, 2024 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 8, 2024 Registration Nos.

November 8, 2024 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 8, 2024 Registration Nos.

November 8, 2024 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 8, 2024 Registration Nos.

November 1, 2024 EX-3.2

AMENDED AND RESTATED BYLAWS GSE SYSTEMS, INC. Adopted as of October 31, 2024 ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GSE SYSTEMS, INC. Adopted as of October 31, 2024 ARTICLE I OFFICES Section 1.01 Offices. The address of the registered office of GSE Systems, Inc. (the “Corporation”) will be as set forth in the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) from time to time. The Corporation may have other offices, both within and without

November 1, 2024 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

November 1, 2024 EX-3.1

FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GSE SYSTEMS, INC.

Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GSE SYSTEMS, INC. GSE SYSTEMS, INC. (the “Corporation”), a corporation organized under the laws of the State of Delaware, hereby amends and restates its Certificate of Incorporation as follows: 1. The name of the corporation is “GSE Systems, Inc.” The date of filing of the Corporation’s original Certificate of Incorporation wit

November 1, 2024 EX-99.1

GSE Solutions and Pelican Energy Partners Announce Closing of Merger

Exhibit 99.1 PRESS RELEASE GSE Solutions and Pelican Energy Partners Announce Closing of Merger COLUMBIA, MD – November 1, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, and Pelican Energy Partners (“Pelican”), a highly specialized private equi

October 29, 2024 EX-99.1

Stockholders Approve GSE Solutions Merger with Pelican Energy Partners

Exhibit 99.1 PRESS RELEASE Stockholders Approve GSE Solutions Merger with Pelican Energy Partners COLUMBIA, MD – October 29, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, announced today that its stockholders overwhelmingly appro

October 29, 2024 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 25, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 25, 2024 GSE SYSTEMS INC (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

October 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 25, 2024 GSE SYSTEMS INC (

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October 23, 2024 EX-99.1

Glass Lewis Recommends Shareholders VOTE FOR the GSE Merger

Exhibit 99.1 Glass Lewis Recommends Shareholders VOTE FOR the GSE Merger COLUMBIA, MD – October 23, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, announced today that independent proxy advisory firm Glass Lewis & Co., LLC (“Glass

October 23, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 23, 2024 GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 23, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 23, 2024 GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 23, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 22, 2024 GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 22, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 22, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 22, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 22, 2024 EX-99.1

GSE Solutions Encourages Stockholders to VOTE FOR the AMENDED Merger

Exhibit 99.1 GSE Solutions Encourages Stockholders to VOTE FOR the AMENDED Merger COLUMBIA, MD – October 22, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, announced today that it wished to thank all of its stockholders who have a

October 21, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 18, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 18, 2024 GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 18, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 21, 2024 EX-10.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 10.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of October 20, 2024, is made by and entered into by and among Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Pare

October 21, 2024 EX-99.1

GSE Solutions and Pelican Energy Partners Announce Amendment to Merger Agreement Providing for Increase in Merger Consideration to $4.60 Per Share

Exhibit 99.1 GSE Solutions and Pelican Energy Partners Announce Amendment to Merger Agreement Providing for Increase in Merger Consideration to $4.60 Per Share COLUMBIA, MD – October 21, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power indust

October 18, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 14, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 18, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 14, 2024 GSE SYSTEMS, INC.

false0000944480NASDAQ00009444802024-10-142024-10-14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 16, 2024 EX-99.1

ISS Recommends Shareholders VOTE FOR the GSE Merger

Exhibit 99.1 ISS Recommends Shareholders VOTE FOR the GSE Merger COLUMBIA, MD – October 16, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, announced today that leading independent proxy advisory firm Institutional Shareholder Serv

October 16, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 16, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 16, 2024 GSE SYSTEMS, INC.

false0000944480NASDAQ00009444802024-10-162024-10-16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 15, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

October 11, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2426106d1ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01, of

October 11, 2024 SC 13D

GVP / GSE Systems, Inc. / Radoff Bradley Louis - SCHEDULE 13D Activist Investment

SC 13D 1 tm2426106d1sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* GSE Systems, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 362

October 8, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 2, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

October 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 2, 2024 GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 2, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

September 18, 2024 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by R

September 16, 2024 DEFM14A

DEFM14A

September 4, 2024 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) GSE SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) GSE SYSTEMS, INC.

September 4, 2024 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

August 14, 2024 EX-99.1

GSE Systems Reports Second Quarter 2024 Financial Results

Exhibit 99.1 GSE Systems Reports Second Quarter 2024 Financial Results Columbia, MD – August 14, 2024 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and decarbonization initiatives of the nuclear power industry, today announced financial results for the second

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Systems

August 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 14, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

August 9, 2024 SC 13G/A

GVP / GSE Systems, Inc. / HONIG JONATHAN - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) GSE SYSTEMS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 36227K205 (CUSIP Number) August 8, 2024 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursu

August 8, 2024 EX-10.4

[Signature Pages Follow]

Exhibit 10.4 Execution Version GUARANTY GUARANTY (the “Guaranty”), dated as of August 7, 2024, by GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“GSE Performance”), HYPERSPRING, LLC, a Delaware limited liability company (“Hyperspring”), ABSOLUTE CONSULTING, INC., a Delaware corporation (“Absolute”), GSE TRUE NORTH CONSULTING, LLC, a Delaware limited liability company (“GSE True”), GSE DE

August 8, 2024 EX-10.3

PLEDGE AGREEMENT

Exhibit 10.3 Execution Version PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”) is made as of August 7, 2024, by and among GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“GSE Performance”), GSE SYSTEMS, INC., a Delaware corporation (“GSE” and together with GSE Performance, the “Pledgors”) and NUCLEAR ENGINEERING HOLDINGS LLC, a Delaware limited liability company (the “Secured Pa

August 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

August 8, 2024 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among NUCLEAR ENGINEERING HOLDINGS LLC, GAMMA NUCLEAR MERGER SUB LLC, GSE SYSTEMS, INC. Dated as of August 8, 2024 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among NUCLEAR ENGINEERING HOLDINGS LLC, GAMMA NUCLEAR MERGER SUB LLC, and GSE SYSTEMS, INC. Dated as of August 8, 2024 TABLE OF CONTENTS ARTICLE I THE MERGER 5 Section 1.1 The Merger 5 Section 1.2 Closing. 5 Section 1.3 Effective Time. 6 Section 1.4 Effects of the Merger. 6 Section 1.5 Charter; Bylaws. 6 Section 1.6 Directors and Officers of the Surv

August 8, 2024 EX-10.2

SECURITY AGREEMENT

Exhibit 10.2 Execution Version SECURITY AGREEMENT This Security Agreement (this “Agreement”), dated as of August 7, 2024, by and among GSE Systems, Inc., a Delaware corporation (the “Borrower”) and the other entities listed on the signature pages hereto (each, a “Grantor” and together with the Borrower, the “Grantors”), and Nuclear Engineering Holdings LLC, a Delaware limited liability company (th

August 8, 2024 EX-10.1

GSE SYSTEMS, INC. Senior Secured Promissory Note due August 6, 2025

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

August 8, 2024 EX-99.1

GSE Solutions to be Acquired by Pelican Energy Partners

Exhibit 99.1 GSE Solutions to be Acquired by Pelican Energy Partners COLUMBIA, MD – August 8, 2024 – GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, announced today that it has entered into a definitive merger agreement to be acquired by

July 26, 2024 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement, dated as of July 22, 2024 (this “Agreement”), by and between GSE Systems, Inc., a Delaware corporation with its principal executive offices at 6940 Columbia Gateway Dr #470, Columbia, MD 21046 (the “Company”), and Ravi Khanna, a resident of Washington, D.C. (“Executive”). The date on which the Executive executes this Agreement

July 26, 2024 EX-10.2

Restricted Share Unit Agreement

Exhibit 10.2 Restricted Share Unit Agreement This Restricted Share Unit Agreement (this “Agreement”) is made and entered into as of July 22, 2024 (the “Grant Date”), by and between GSE Systems, Inc., a Delaware corporation, (the “Company”) and Ravi Khanna (the “Grantee”). WHEREAS, the Company has adopted the GSE Systems, Inc. 1995 Long-Term Incentive Plan, as amended and restated from time to time

July 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 22, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

July 2, 2024 8-K

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 1, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

May 29, 2024 DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to ss.

May 24, 2024 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to ss.

May 15, 2024 EX-99.1

GSE Systems Reports First Quarter 2024 Financial Results Conference Call Scheduled for today, May 15, 2024 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports First Quarter 2024 Financial Results Conference Call Scheduled for today, May 15, 2024 at 4:30pm ET Columbia, MD – May 15, 2024 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support nuclear power and the decarbonization initiatives of the power industry, today announced it

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE System

May 15, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 15, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

May 14, 2024 EX-1

May 8, 2024

Exhibit 10.2 May 8, 2024 Damian DeLongchamp c/o GSE Systems, Inc. 6940 Columbia Gateway Drive #470 Columbia, Maryland 21046 Re: Employment of Damian DeLongchamp (“Executive”) Mr. DeLongchamp: As you are aware, GSE Systems, Inc. (the “Company”) and Executive entered into that certain Employment Agreement, dated April 1, 2023 (the “Agreement”), pursuant to which Executive is employed by the Company.

May 14, 2024 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 1, 2023 (the “Effective Date”), by and between GSE Systems, Inc., a Delaware corporation with principal executive offices at 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046 (the “Company”), and Damian DeLongchamp, residing at 2640 South 159th Avenue, Goodyear, Arizona 85338 (“Executive”). BACKGROUND The

May 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 13, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 13, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

May 14, 2024 EX-99.1

GSE Solutions Appoints Damian DeLongchamp as Chief Operating Officer

Exhibit 99.1 GSE Solutions Appoints Damian DeLongchamp as Chief Operating Officer COLUMBIA, MD – May 13, 2024– GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, today announced the appointment of Mr. Damian DeLongchamp as Chie

May 13, 2024 PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to ss.

May 6, 2024 SC 13D

GVP / GSE Systems, Inc. / Loudermilk Kyle Justin - LOUDERMILK SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.  )* GSE Systems, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 36227K205 (CUSIP Number) Kyle J. Loudermilk c/o GSE Systems, Inc. 6940 Columbia Gateway Dr., Suite 470 Columbia, Maryland 21046 1-410-970-7800 (Name, Address and Telephone

April 30, 2024 EX-10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement, dated November 24, 2020 (the “Effective Date”), by and between GSE Systems, Inc., a Delaware corporation with offices at 6940 Columbia Gateway Drive, Suite 470, Columbia, MD 21046 (the “Company”), and Ravi Khanna, residing at 3129 38th Street, NW, Washington, DC 20016 (“Executive”) (the “Amendment”), amends cert

April 30, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

April 30, 2024 EX-99.1

GSE Solutions Announces Management Transition

Exhibit 99.1 GSE Solutions Announces Management Transition COLUMBIA, MD – April 30, 2024– GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, today announced a transition of the company’s management team: • Mr. Ravi Khanna has b

April 30, 2024 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 1, 2019 (the “Effective Date”), by and between GSE Systems, Inc., a Delaware corporation with principal executive offices at 1332 Londontown Blvd., Sykesville, MD 21784 (the “Company”), and Ravi Khanna, residing at 236 12th Place NE, Washington, DC 20002 (“Executive”). BACKGROUND The Company and the Executive desire t

April 30, 2024 EX-10.4

SEPARATION AGREEMENT

Exhibit 10.4 SEPARATION AGREEMENT This Separation Agreement (“Agreement”), by and between GSE Systems, Inc., a Delaware corporation (“GSE Systems” or the “Company”) and Kyle J. Loudermilk (“Executive”), is entered on the last date of execution set forth below. The Company and Executive may be referred to individually as a “Party” and, collectively, as the “Parties.” All capitalized terms used but

April 30, 2024 EX-10.3

April 30, 2024

Exhibit 10.3 April 30, 2024 Ravi Khanna c/o GSE Systems, Inc. 6940 Columbia Gateway Drive #470 Columbia, Maryland 21046 Re: Employment of Ravi Khanna (“Executive”) Mr. Khanna: As you are aware, GSE Systems, Inc. (the “Company”) and Executive entered into that certain Employment Agreement, dated January 1, 2019 (the “Agreement”), pursuant to which Executive is employed by the Company. All capitaliz

April 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14785 GSE Systems, Inc

April 5, 2024 SC 13G

GVP / GSE Systems, Inc. / HONIG JONATHAN - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) GSE SYSTEMS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 36227K205 (CUSIP Number) February 21, 2024 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pur

April 2, 2024 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle J. Loudermilk and Emmett A. Pepe, and each of them, with full power of substitution and reconstitution and each with full power to act for him and without the other, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, i

April 2, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14785 GSE Systems, Inc

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

April 2, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14785 GSE Systems, Inc.

April 2, 2024 EX-21.1

SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2023

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2023 The following are significant subsidiaries of GSE Systems, Inc. as of December 31, 2023, and the states or jurisdictions in which they are organized. GSE Systems, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been

April 2, 2024 EX-97.1

Amended and Restated Clawback Policy

Exhibit 97.1 GSE SYSTEMS, INC. Amended and Restated Clawback Policy Introduction The Board of Directors (the “Board”) of GSE Systems, Inc., a Delaware corporation (the “Company”), believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensati

April 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 1, 2024 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

April 1, 2024 EX-99.1

GSE Systems Reports Fourth Quarter and Fiscal 2023 Financial Results Conference Call Scheduled for today, April 1, 2024 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Fourth Quarter and Fiscal 2023 Financial Results Conference Call Scheduled for today, April 1, 2024 at 4:30pm ET Columbia, MD – April 1, 2024 - GSE Solutions. (“GSE Systems, Inc.”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean-energy production and overall decarbonization initiative

February 14, 2024 SC 13G/A

US36227K2050 / GSE SYSTEMS INC / NEEDHAM INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 d1094194513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* GSE Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 36227K205 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 13, 2024 EX-10.2

SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 THIS AMENDMENT TO NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IN CONNECTION WITH THE UNDERLYING NOTE, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

February 13, 2024 SC 13G/A

US36227K2050 / GSE SYSTEMS INC / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GSE Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 36227K205 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

February 13, 2024 EX-10.1

SECOND AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE

Exhibit 10.1 THIS AMENDMENT TO NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IN CONNECTION WITH THE UNDERLYING NOTE, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

February 13, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 12, 2024 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

February 13, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of GSE Systems, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedu

February 9, 2024 SC 13G/A

GVP / GSE Systems, Inc. / NGP Energy Technology Partners II, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d767383dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* GSE Systems, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 36227K106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

December 28, 2023 CORRESP

GSE SYSTEMS, INC. 6940 Columbia Gateway Drive, Suite 470 Columbia, MD 21046

GSE SYSTEMS, INC. 6940 Columbia Gateway Drive, Suite 470 Columbia, MD 21046 December 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: GSE Systems, Inc. Registration Statement on Form S-3 (File No. 333-276128) Dear Sir/Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended, GSE Systems, Inc. (the

December 20, 2023 S-3/A

As filed with the Securities and Exchange Commission on December 20, 2023.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 20, 2023.

December 19, 2023 S-3

As filed with the Securities and Exchange Commission on December 18, 2023.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 18, 2023.

December 19, 2023 EX-FILING FEES

CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) GSE Systems, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) GSE Systems, Inc.

December 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 15, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 15, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

December 12, 2023 SC 13G

GVP / GSE Systems, Inc. / Lind Global Fund II LP Passive Investment

SC 13G 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GSE Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 36227K106 (CUSIP Number) December 12, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

December 12, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of GSE Systems, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedu

December 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

December 1, 2023 RW

December 1, 2023

December 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Joseph McCann, Esq. Re: GSE Systems, Inc. – Request for Withdrawal – Form RW Relating to the Registration on Form S-3 SEC File No. 333-275791 Ladies and Gentlemen: GSE Systems, Inc. (the “Company”) previously filed the above-r

November 30, 2023 S-3

As filed with the Securities and Exchange Commission on November 29, 2023.

As filed with the Securities and Exchange Commission on November 29, 2023. Registration No. 333-264114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-264114 UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 52-1868008 (State or other ju

November 30, 2023 EX-FILING FEES

CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) GSE Systems, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) GSE Systems, Inc.

November 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 14, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 14, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

November 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 14, 2023 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

November 14, 2023 EX-99.1

GSE Systems Reports Third Quarter 2023 Financial Results

Exhibit 99.1 GSE Systems Reports Third Quarter 2023 Financial Results Conference Call Scheduled for today, November 14, 2023, at 4:30pm ET. Columbia, MD – November 14, 2023 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and decarbonization initiatives of the nu

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Sy

November 3, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 26, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 25, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

October 26, 2023 EX-99.1

GSE Solutions Announces Reverse Stock Split

Exhibit 99.1 GSE Solutions Announces Reverse Stock Split COLUMBIA, MD – October 26, 2023– GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that supports the future of clean-energy production and decarbonization initiatives for the nuclear power industry, announced that it will conduct a reverse stock split of its outstanding share

October 26, 2023 EX-3.1

EX-3.1

Exhibit 3.1

October 6, 2023 EX-10.2

FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 THIS AMENDMENT TO NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IN CONNECTION WITH THE UNDERLYING NOTE, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

October 6, 2023 EX-10.1

FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE

Exhibit 10.1 THIS AMENDMENT TO NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IN CONNECTION WITH THE UNDERLYING NOTE, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

October 6, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 6, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

August 16, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Systems

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-SAR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For

August 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 14, 2023 GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 14, 2023 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

August 14, 2023 EX-99.1

GSE Systems Reports Second Quarter 2023 Financial Results Conference Call Scheduled for today, August 14, 2023 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Second Quarter 2023 Financial Results Conference Call Scheduled for today, August 14, 2023 at 4:30pm ET Columbia, MD – August 14, 2023 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and decarbonization initiatives of the nuclear

July 28, 2023 EX-10.1

July 28, 2023

Exhibit 10.1 July 28, 2023 Kyle J. Loudermilk c/o GSE Systems, Inc. 6940 Columbia Gateway Drive #470 Columbia, Maryland 21046 Re: Employment of Kyle J. Loudermilk (“Executive”) Mr. Loudermilk: As you are aware, the Company and Executive entered into that certain Employment Agreement, dated July 1, 2015 (as amended July 1, 2016, June 12, 2017 and January 11, 2019, the “Agreement”), pursuant to whic

July 28, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

June 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 23, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 23, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

June 26, 2023 EX-10.2

GSE SYSTEMS, INC.

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

June 26, 2023 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of June 23, 2023, by and between GSE Systems, Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). BACKGROUND A. The board of directors (the “Bo

June 26, 2023 EX-99.1

GSE Announces Follow-On Financing with The Lind Partners

Exhibit 99.1 GSE Announces Follow-On Financing with The Lind Partners – Financing includes upfront funding of $1.5 million to enhance liquidity – COLUMBIA, MD – June 26, 2023– GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that supports the future of clean-energy production and decarbonization initiatives for the nuclear power i

June 26, 2023 EX-10.3

GSE SYSTEMS, INC. Amended and Restated Senior Convertible Promissory Note due August 23, 2024

Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

June 26, 2023 EX-10.4

GSE SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT

Exhibit 10.4 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

June 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 12, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 12, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

May 15, 2023 8-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 15, 2023 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE System

May 15, 2023 EX-99.1

GSE Systems Reports First Quarter 2023 Financial Results Conference Call Scheduled for today, May 15, 2023 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports First Quarter 2023 Financial Results Conference Call Scheduled for today, May 15, 2023 at 4:30pm ET Columbia, MD – May 15, 2023 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support nuclear power and the decarbonization initiatives of the power industry, today announced it

May 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer Id

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer Id

May 2, 2023 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to ss.

May 2, 2023 DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to ss.

April 25, 2023 EX-99.1

GSE Systems Secures Approximately $19 Million in New Orders for First Quarter of Fiscal 2023

Exhibit 99.1 GSE Systems Secures Approximately $19 Million in New Orders for First Quarter of Fiscal 2023 Columbia, MD – April 25, 2023 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean-energy production and decarbonization initiatives of the power industry, today announced stronge

April 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

April 17, 2023 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle J. Loudermilk and Emmett A. Pepe, and each of them, with full power of substitution and reconstitution and each with full power to act for him and without the other, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, i

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14785 GSE Systems, Inc.

April 17, 2023 PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to ss.

April 17, 2023 EX-21.1

SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2022

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2022 The following are significant subsidiaries of GSE Systems, Inc. as of December 31, 2022, and the states or jurisdictions in which they are organized. GSE Systems, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been

April 3, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-SAR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

March 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 30, 2023 GSE SYSTEMS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 30, 2023 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

March 30, 2023 EX-99.1

GSE Systems Reports Fourth Quarter and Fiscal 2022 Financial Results Conference Call Scheduled for today, March 30, 2023 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Fourth Quarter and Fiscal 2022 Financial Results Conference Call Scheduled for today, March 30, 2023 at 4:30pm ET Columbia, MD – March 30, 2023 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean-energy production and overall decarbonization initiativ

February 14, 2023 SC 13G/A

GVP / GSE Systems, Inc. / NEEDHAM INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 d993031313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* GSE Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 36227K106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

January 18, 2023 EX-99.1

GSE Announces Renewed 5-Year Contract with Additional Options Worth Up to Approximately $28.3M for Engineering Services

EX-99.1 2 exh991.htm EXHIBIT 99.1 GSE RELEASENAVY Exhibit 99.1 GSE Announces Renewed 5-Year Contract with Additional Options Worth Up to Approximately $28.3M for Engineering Services COLUMBIA, MD – January 18, 2023– GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that supports the future of clean-energy production and decarboniza

January 18, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 18, 2023 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Sy

November 14, 2022 EX-99.1

GSE Systems Reports Third Quarter 2022 Financial Results Conference Call Scheduled for today, November 14, 2022 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Third Quarter 2022 Financial Results Conference Call Scheduled for today, November 14, 2022 at 4:30pm ET Columbia, MD ? November 14, 2022 - GSE Systems, Inc. (?GSE Solutions?, ?GSE?, or ?the Company?) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and overall decarbonization initiatives of

November 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 14, 2022 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

November 8, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

September 12, 2022 EX-99.1

Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVP9.12.2022 To deliver advanced engineering services, technology solutions, and flexible workforce solutions primarily to the nuclear power industry to support a stable grid, energy sec

Exhibit 99.1 Investor PresentationGSE Systems, Inc. (?GSE Solutions?)NASDAQ: GVP9.12.2022 Forward Looking Statements and Non-GAAP Financial Measures This presentation, our remarks, and answers to questions contain statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1

September 12, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 12, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Empl

August 15, 2022 EX-99.1

GSE Systems Reports Second Quarter 2022 Financial Results Conference Call Scheduled for today, August 15, 2022 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Second Quarter 2022 Financial Results Conference Call Scheduled for today, August 15, 2022 at 4:30pm ET Columbia, MD ? August 15, 2022 - GSE Systems, Inc. (?GSE Solutions?, ?GSE?, or ?the Company?) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and overall decarbonization initiatives of the

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 15, 2022 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Systems

June 17, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 14, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

June 1, 2022 DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ss.

June 1, 2022 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 1, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

June 1, 2022 EX-16.1

June 1, 2022

Exhibit 16.1 June 1, 2022 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated June 1, 2022 of GSE Systems, Inc. and are in agreement with the statements therein concerning Dixon Hughes Goodman LLP, BKD, LLP and FORVIS, LLP. We have no basis to agree or disagree with other statements of the registrant contained

May 24, 2022 S-3/A

As filed with the Securities and Exchange Commission on May 24, 2022.

As filed with the Securities and Exchange Commission on May 24, 2022. Registration No. 333-264114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware ? ? ? ? 52-1868008 (State or other jurisdiction of incorporation

May 24, 2022 CORRESP

GSE SYSTEMS, INC. 6940 Columbia Gateway Drive, Suite 470 Columbia, MD 21046

GSE SYSTEMS, INC. 6940 Columbia Gateway Drive, Suite 470 Columbia, MD 21046 May 24, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: GSE Systems, Inc. Registration Statement on Form S-3, as amended (File No. 333-264114) Dear Sir/Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended, GSE Systems, Inc

May 24, 2022 CORRESP

GSE SYSTEMS, INC. 6940 Columbia Gateway Drive, Suite 470 Columbia, MD 21046

GSE SYSTEMS, INC. 6940 Columbia Gateway Drive, Suite 470 Columbia, MD 21046 May 24, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: GSE Systems, Inc. Registration Statement on Form S-3, as amended (File No. 333-264114) Dear Sir/Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended, GSE Systems, Inc

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE System

May 16, 2022 EX-99.1

GSE Systems Reports First Quarter 2022 Financial Results Conference Call Scheduled for today, May 16, 2022 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports First Quarter 2022 Financial Results Conference Call Scheduled for today, May 16, 2022 at 4:30pm ET Columbia, MD ? May 16, 2022 - GSE Systems, Inc. (?GSE Solutions?, ?GSE?, or ?the Company?) (Nasdaq: GVP), a leader in delivering and supporting engineering, compliance, simulation, training and workforce solutions that support decarbonization of the power industry, t

May 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 16, 2022 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

May 2, 2022 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ss.

May 2, 2022 DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ss.

April 4, 2022 S-3

As filed with the Securities and Exchange Commission on April 4, 2022.

As filed with the Securities and Exchange Commission on April 4, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware ? ? ? ? 52-1868008 (State or other jurisdiction of incorporation or organization) ? ? ?

April 4, 2022 EX-99.1

Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVPSpring 2022 Our mission is to deliver advanced engineering services & products, and flexible workforce solutions that support a stable grid, clean energy production and the decarboniz

Exhibit 99.1 Investor PresentationGSE Systems, Inc. (?GSE Solutions?)NASDAQ: GVPSpring 2022 Forward Looking Statements and Non-GAAP Financial Measures This presentation, our remarks, and answers to questions contain statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of

April 4, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 4, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC.

April 4, 2022 EX-FILING FEES

CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) GSE Systems, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) GSE Systems, Inc.

April 1, 2022 EX-99.1

GSE Systems Reports Fourth Quarter and Fiscal 2021 Financial Results New Orders Increased By 128% in Q4 to $18 million and 25% in Fiscal 2021 to $57 Million Conference Call Scheduled for today, March 31, 2022 at 4:30pm ET

EX-99.1 2 brhc10035860ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GSE Systems Reports Fourth Quarter and Fiscal 2021 Financial Results New Orders Increased By 128% in Q4 to $18 million and 25% in Fiscal 2021 to $57 Million Conference Call Scheduled for today, March 31, 2022 at 4:30pm ET Columbia, MD – March 31, 2022 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in

April 1, 2022 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 31, 2022 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employ

March 31, 2022 EX-10.41

TENTH AMENDMENT AND REAFFIRMATION AGREEMENT

EX-10.41 2 brhc10035751ex10-41.htm EXHIBIT 10.41 Exhibit 10.41 TENTH AMENDMENT AND REAFFIRMATION AGREEMENT THIS TENTH AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of November 12, 2021 (this "Agreement"), by and among GSE SYSTEMS, INC., a Delaware corporation ("Parent"), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation ("GSE Performance" and collectively with Parent, the "Borrowers" and

March 31, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 31, 2022 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

March 31, 2022 EX-21.1

SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2021

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2021 The following are significant subsidiaries of GSE Systems, Inc. as of December 31, 2021, and the states or jurisdictions in which they are organized. GSE Systems, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14785 GSE Systems, Inc.

March 31, 2022 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle J. Loudermilk and Emmett A. Pepe, and each of them, with full power of substitution and reconstitution and each with full power to act for him and without the other, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, i

March 31, 2022 EX-99.1

GSE Systems Reports Fourth Quarter and Fiscal 2021 Financial Results New Orders Increased By 128% in Q4 to $18 million and 25% in Fiscal 2021 to $57 Million Conference Call Scheduled for today, March 31, 2022 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Fourth Quarter and Fiscal 2021 Financial Results New Orders Increased By 128% in Q4 to $18 million and 25% in Fiscal 2021 to $57 Million Conference Call Scheduled for today, March 31, 2022 at 4:30pm ET Columbia, MD ? March 31, 2022 - GSE Systems, Inc. (?GSE Solutions?, ?GSE?, or ?the Company?) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions

March 31, 2022 EX-10.45

FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT

Exhibit 10.45 FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this ?Amendment?) is entered into as of March 9, 2022 (the ?Effective Date?), by and between GSE Systems, Inc., a Delaware corporation (the ?Company?), and Lind Global Fund II LP, a Delaware limited partnership (the ?Investor?). Capitalized terms used, but not otherwise def

March 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 28, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

March 1, 2022 EX-99.1

GSE Announces the Appointment of Thomas J. Dougherty to the Board of Directors

EX-99.1 2 exh99-1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 GSE Announces the Appointment of Thomas J. Dougherty to the Board of Directors - New Director Brings 40 Years of Experience in the Nuclear Industry - COLUMBIA, MD – March 1, 2022 – GSE Systems, Inc. (“GSE Solutions” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy

February 28, 2022 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 2 exh10-1.htm EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 23, 2022, by and between GSE Systems, Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partne

February 28, 2022 EX-10.2

GSE SYSTEMS, INC. Senior Convertible Promissory Note due February 23, 2024

EX-10.2 3 exh10-2.htm EXHIBIT 10.2 NOTE Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE

February 28, 2022 EX-10.3

GSE SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT

Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

February 28, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 28, 2022 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

February 28, 2022 EX-99.1

GSE Enters into an Agreement for $5 Million Convertible Note

Exhibit 99.1 GSE Enters into an Agreement for $5 Million Convertible Note - Proceeds will Improve Company?s Capital Structure and Provide Working Capital for Further Growth Opportunities - COLUMBIA, MD ? February 28, 2022 ? GSE Systems, Inc. (?GSE Solutions? or ?GSE?) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and over

February 14, 2022 SC 13G/A

GVP / GSE Systems, Inc. / NEEDHAM INVESTMENT MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 9, 2022 SC 13G/A

GVP / GSE Systems, Inc. / Polar Asset Management Partners Inc. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GSE Systems, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 36227K106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Sy

November 15, 2021 EX-99.1

GSE Systems Reports Strongest Quarter Since Onset of Pandemic for Third Quarter 2021 New Orders Increased By 35% in Third Quarter Conference Call Scheduled for today, November 15, 2021 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Strongest Quarter Since Onset of Pandemic for Third Quarter 2021 New Orders Increased By 35% in Third Quarter Conference Call Scheduled for today, November 15, 2021 at 4:30pm ET Columbia, MD ? November 15, 2021 - GSE Systems, Inc. (?GSE Solutions?, ?GSE?, or ?the Company?) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the futu

November 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 15, 2021 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

September 20, 2021 EX-99.1

Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVPSeptember 21, 2021 GSE: Future of Power Operations Our mission is to deliver advanced engineering services & products, and flexible workforce solutions that support a stable grid, cle

Exhibit 99.1 Investor PresentationGSE Systems, Inc. (?GSE Solutions?)NASDAQ: GVPSeptember 21, 2021 Forward Looking Statements and Non-GAAP Financial Measures This presentation, our remarks, and answers to questions contain statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

September 20, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 20, 2021 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Empl

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Systems

August 16, 2021 EX-99.1

GSE Systems Reports Second Quarter 2021 Financial Results Conference Call Scheduled for today, August 16, 2021 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports Second Quarter 2021 Financial Results Conference Call Scheduled for today, August 16, 2021 at 4:30pm ET Columbia, MD ? August 16, 2021 - GSE Systems, Inc. (?GSE Solutions?, ?GSE?, or ?the Company?) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and overall decarbonization initiatives of the

August 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 16, 2021 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

August 6, 2021 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 4, 2021 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

June 15, 2021 8-K

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 15, 2021 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

May 19, 2021 EX-99.1

Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVPMay 19, 2021 GSE: Future of Power Operations Our mission is to deliver advanced engineering and flexible workforce solutions that support clean energy production and the decarbonizati

EX-99.1 2 exh99-1.htm EXHIBIT 99.1 INVESTOR RELATIONS PRESENTATION Exhibit 99.1 Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVPMay 19, 2021 Forward Looking Statements and Non-GAAP Financial Measures This presentation, our remarks, and answers to questions contain statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of

May 19, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 19, 2021 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE System

May 17, 2021 EX-99.1

GSE Systems Reports First Quarter 2021 Financial Results Conference Call Scheduled for today, May 17, 2021 at 4:30pm ET

Exhibit 99.1 GSE Systems Reports First Quarter 2021 Financial Results Conference Call Scheduled for today, May 17, 2021 at 4:30pm ET Columbia, MD ? May 17, 2021 - GSE Systems, Inc. (?GSE Solutions?, ?GSE?, or ?the Company?) (Nasdaq: GVP), a leader in delivering and supporting engineering, compliance, simulation, training and workforce solutions that support decarbonization of the power industry, t

May 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 17, 2021 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

April 30, 2021 DEFA14A

- GSE SYSTEMS FORM DEFA14A - PROXY NOTICE

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ?Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ss.

April 30, 2021 DEF 14A

- GSE DEFINITIVE PROXY STATEMENT 043021

DEF 14A 1 def14a043021.htm GSE DEFINITIVE PROXY STATEMENT 043021 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☑Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy S

April 14, 2021 EX-99.1

GSE CELEBRATES 50 YEARS OF EXCELLENCE WITH A NEW 5-YEAR VISION TO BROADEN ITS REACH AMONG DECARBONIZATION SECTORS -- Recognized as a pioneer and leader in simulation for the nuclear industry, GSE is a stronghold of industry experts delivering enginee

Exhibit 99.1 PRESS RELEASE GSE CELEBRATES 50 YEARS OF EXCELLENCE WITH A NEW 5-YEAR VISION TO BROADEN ITS REACH AMONG DECARBONIZATION SECTORS - Recognized as a pioneer and leader in simulation for the nuclear industry, GSE is a stronghold of industry experts delivering engineering and workforce solutions to increasingly diverse end markets - COLUMBIA, MD ? April 14, 2021 ? GSE Systems, Inc. (?GSE S

April 14, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 14, 2021 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

April 13, 2021 EX-10.39

NINTH AMENDMENT AND REAFFIRMATION AGREEMENT

NINTH AMENDMENT AND REAFFIRMATION AGREEMENT THIS NINTH AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of March 29, 2021 (this ?Agreement?), by and among GSE SYSTEMS, INC.

April 13, 2021 EX-21.1

SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2020

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT AT DECEMBER 31, 2020 The following are significant subsidiaries of GSE Systems, Inc. as of December 31, 2020, and the states or jurisdictions in which they are organized. GSE Systems, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been

April 13, 2021 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle J. Loudermilk and Emmett A. Pepe, and each of them, with full power of substitution and reconstitution and each with full power to act for him and without the other, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, i

April 13, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14785 GSE Systems, Inc.

April 2, 2021 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 29, 2021 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

April 2, 2021 EX-99.1

NINTH AMENDMENT AND REAFFIRMATION AGREEMENT

Exhibit 99.1 NINTH AMENDMENT AND REAFFIRMATION AGREEMENT THIS NINTH AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of March 29, 2021 (this ?Agreement?), by and among GSE SYSTEMS, INC., a Delaware corporation (?Parent?), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (?GSE Performance? and collectively with Parent, the ?Borrowers? and each a ?Borrower?), GSE TRUE NORTH CONSULTING, LLC,

March 31, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 31, 2021 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

March 31, 2021 EX-99.1

GSE SOLUTIONS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS

FOR IMMEDIATE RELEASE GSE SOLUTIONS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS Columbia, MD ? March 31, 2021 - GSE Systems, Inc.

March 31, 2021 NT 10-K

- NT 10-K FY20 12B-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ?Form N-CSR For Period Ended: December 31, 2020 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Transition Report on Form 10-Q ?Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

February 26, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 26, 2021 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

February 24, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 23, 2021 Date of Report (Date of earliest event reported) GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

February 24, 2021 EX-99.1

Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVPFebruary 24, 2021 GSE: The Future of Power Operations GSE is a team of highly dedicated experts focused on decarbonization of the power industry by providing specialized talent, servi

Exhibit 99.1 Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVPFebruary 24, 2021 Forward Looking Statements and Non-GAAP Financial Measures This presentation, our remarks, and answers to questions contain statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 9, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* GSE Systems, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 36227K106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 5, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* GSE Systems, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

November 16, 2020 EX-10.1

EIGHTH AMENDMENT AND REAFFIRMATION AGREEMENT

EIGHTH AMENDMENT AND REAFFIRMATION AGREEMENT THIS EIGHTH AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of June 29, 2020 (this “Agreement”), by and among GSE SYSTEMS, INC.

November 16, 2020 10-Q

Quarterly Report - GSE SYSTEMS INC FORM 10-Q Q2 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Sy

November 16, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 16, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Emplo

November 16, 2020 EX-99.1

GSE SOLUTIONS ANNOUNCES THIRD QUARTER 2020 FINANCIAL RESULTS

FOR IMMEDIATE RELEASE GSE SOLUTIONS ANNOUNCES THIRD QUARTER 2020 FINANCIAL RESULTS Columbia, MD – November 16, 2020 - GSE Systems, Inc.

September 25, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 21, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Empl

September 3, 2020 EX-99.1

EIGHTH AMENDMENT AND REAFFIRMATION AGREEMENT

Exhibit 99.1 EIGHTH AMENDMENT AND REAFFIRMATION AGREEMENT THIS EIGHTH AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of June 29, 2020 (this “Agreement”), by and among GSE SYSTEMS, INC., a Delaware corporation (“Parent”), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“GSE Performance” and collectively with Parent, the “Borrowers” and each a “Borrower”), GSE TRUE NORTH CONSULTING, LLC,

September 3, 2020 8-K

Entry into a Material Definitive Agreement

8-K 1 form8-kcitizens090320.htm FORM 8-K - EIGHTH AMENDMENT CITIZENS AGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 28, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-147

August 31, 2020 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K GSE SYSTEMS 2020 ANNUAL SHAREHOLDERS MEETING RESULTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 31, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State or other jurisdiction of incorporation) (Commission File N

August 20, 2020 10-Q

Quarterly Report - GSE SYSTEMS INC FORM 10-Q Q2 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-14785 GSE Systems, In

August 19, 2020 EX-99.1

GSE SOLUTIONS ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS

FOR IMMEDIATE RELEASE GSE SOLUTIONS ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS Columbia, MD – August 19, 2020 - GSE Systems, Inc.

August 19, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 19, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

August 14, 2020 NT 10-Q

- FORM 12B-25 NOTIFICATION OF LATE FILING 2Q20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): □ Form 10-K □ Form 20-F □ Form 11-K ⌧ Form 10-Q □ Form N-SAR □Form N-CSR For Period Ended: June 30, 2020 □Transition Report on Form 10-K □Transition Report on Form 20-F □Transition Report on Form 11-K □Transition Report on Form 10-Q □Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 24, 2020 DEF 14A

- GSE DEFINITIVE PROXY STATEMENT 07-24-2020

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☑Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to ss.

July 24, 2020 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 23, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

July 24, 2020 EX-16.1

July 24, 2020

Exhibit 16.1 July 24, 2020 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on July 23, 2020, to be filed by our former client, GSE Systems, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /S/ BDO US

July 23, 2020 10-Q

Quarterly Report - GSE SYSTEMS INC FORM 10-Q Q1 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2020 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-14785 GSE Systems, I

July 22, 2020 EX-99.1

GSE SOLUTIONS ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS

FOR IMMEDIATE RELEASE GSE SOLUTIONS ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS Columbia, MD – July 22, 2020 - GSE Systems, Inc.

July 22, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 22, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

July 10, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 8, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer I

July 10, 2020 EX-99.1

GSE Solutions Discloses Notice from Nasdaq

Exhibit 99.1 GSE Solutions Discloses Notice from Nasdaq Columbia, MD – July 10, 2020 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in delivering and supporting end-to-end training, engineering, compliance, simulation, and workforce solutions to the power industry, today announced that it received a notice letter dated July 8, 2020 from the Listing Qualifica

June 30, 2020 NT 10-Q

- FORM 12B-25 FORM 10-Q PERIOD ENDED MARCH 31, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): □ Form 10-K □ Form 20-F □ Form 11-K ⌧ Form 10-Q □ Form N-SAR □Form N-CSR For Period Ended: March 31, 2020 □Transition Report on Form 10-K □Transition Report on Form 20-F □Transition Report on Form 11-K □Transition Report on Form 10-Q □Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

June 16, 2020 EX-99.1

GSE SOLUTIONS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS

FOR IMMEDIATE RELEASE GSE SOLUTIONS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS Columbia, MD – June 15, 2020 - GSE Systems, Inc.

June 16, 2020 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 15, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employe

June 15, 2020 EX-99.1

GSE Solutions Files its 2019 Annual Report and Regains Compliance with Nasdaq Listing Rules

Exhibit 99.1 GSE Solutions Files its 2019 Annual Report and Regains Compliance with Nasdaq Listing Rules Columbia, MD – June 15, 2020 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in delivering and supporting end-to-end training, engineering, compliance, simulation, and workforce solutions to the power industry, today announced that on June 11, 2020 the Com

June 15, 2020 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 12, 2020 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-14785 52-1868008 (State of incorporation) (Commission File Number) (I.R.S. Employer

June 11, 2020 EX-10.46

PAYCHECK PROTECTION NOTE VIRGINIA BORROWERS: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT FURTHER

Certifications and Authorizations I certify that: • I have read the statements included in this form, including the Statements Required by Law and Executive Orders, and I understand them.

June 11, 2020 EX-10.23

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement, dated as of November 15, 2017 (the “Effective Date”), by and between GSE Systems, Inc.

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