Item 8.01 Other Events.

As previously disclosed on a Current Report on Form 8-K dated April 14, 2021, filed on April 19, 2021, GEE Group Inc. (the "Company") consummated an underwritten public offering (the "Offering") of 83,333,333 shares of the Company's common stock, no par value, at a public offering price of $0.60 per share. Pursuant to an underwriting agreement, dated April 14, 2021, by and between the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters (the "Representative") identified therein, the Company also granted the Representative a 45-day option to purchase up to 12,499,999 additional shares (the "Option Shares") of the Company's common stock on the same terms and conditions for the purpose of covering any over-allotments, if any, in connection with the Offering.

Subsequently, on April 26, 2021, the Representative exercised its over-allotment option in full, and the closing of the issuance and sale of the additional 12,499,999 Option Shares occurred on April 28, 2021. The issuance by the Company of the Option Shares at a price of $0.60 per share resulted in gross proceeds of approximately $7.5 million, before deducting the underwriting discount and commissions and offering expenses.

The Option Shares were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-254235), which became effective on April 14, 2021.

On April 28, 2021, the Company issued a press release announcing the full exercise and closing of the over-allotment option in connection with the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

  99.1          Press Release, dated April 28, 2021





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