GEE Group Inc 2023年度报告

FORM 10-K ☐Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year endedSeptember 30, 2024 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number1-05707 GEE GROUP INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) Registrant’s telephone number, including area code:(630) 954-0400 Securities registered pursuant to Section 12(b) of the Act: NYSE American Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated fileror a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act (check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ The aggregate market value of shares of common stock held by non-affiliates of the registrant on March 28, 2024was 91,210,129 x $0.36 = $32,835,646. The number of shares outstanding of the registrant’s common stock as of December 18, 2024 was 109,413,244. TABLE OF CONTENTS PART I Page Item 3.Legal Proceedings.27Item 4.Mine Safety Disclosures.27PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.28Item 6.[Reserved].29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.29Item7A.Quantitative and Qualitative Disclosures About Market Risk.40Item 8.Financial Statements and Supplementary Data.F-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.41Item9A.Controls and Procedures.41Item9B.Other Information.41Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.41PART IIIItem10.Directors, Executive Officers and Corporate Governance.42Item11.Executive Compensation.57Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.64Item13.Certain Relationships and Related Transactions, and Director Independence.67Item14.Principal Accountant Fees and Services.67PART IVItem15.Exhibits and Financial Statement Schedules.69SIGNATURES722 PART I Forward Looking Statements This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the“ExchangeAct”).The Company has based these forward-looking statements on the Company’s currentexpectations and projections about future events. These forward-looking statements are subject to known andunknown risks, uncertainties and assumptions about us and the Company’s subsidiaries that may cause theCompany’s actual results, levels