JOB News & Events

GEE Group files $100M mixed securities shelf

Star Equity (STRR), a 5.4% stockholder of GEE Group (JOB), announced that it has presented GEE Group's board with an indication of interest for the potential acquisition of the company. The indication of interest contemplates a stock-for-stock transaction whereby Star would acquire 100% of the outstanding shares of the company's common stock for 30c per share, using Star's publicly listed 10% Series A cumulative perpetual preferred stock, valued based on its liquidation preference of $10.00 per share.

Star Equity Fund (STRR), which holds a 5.4% stake in GEE Group (JOB), called on the staffing company to modify executive employment agreements that it claims contain excessive severance and change-in-control provisions. The investment fund estimates that a change in control under the 2023 employment agreements for CEO Derek Dewan, CFO Kim Thorpe, and COO Alex Stuckey would trigger payments of at least $8M to the three executives. Star Equity Fund stated this represents approximately 35% of GEE Group's unaffected market capitalization. GEE Group previously announced it hired Roth Capital Partners to evaluate strategic alternatives following Star Equity Fund's March 2026 recommendation for a sale process. Star Equity Fund stated the current executive agreements could impede a value-maximizing sale process.

GEE Group announced that it has engaged Roth Capital as its financial advisor to assist the company in reviewing and developing responses to unsolicited expressions of interest received and to consider other strategic alternatives available to GEE Group and its shareholders. GEE Group has previously disclosed that it received unsolicited expressions of interest from various parties and these opportunities have been initially reviewed by the company's board of directors, and more specifically, its M&A Committee. Roth will help further evaluate and prepare responses. They will also assist the board in evaluating these expressions of interest and other strategic alternatives available to the company. Derek Dewan, chairman and EO of GEE Group, commented, "As we stated in our recent press release, the Company intends to privately and formally respond to interested parties. In accordance with its fiduciary duties, the Board of Directors of GEE Group and its M&A Committee will consider any bona fide offer regarding a business combination, acquisition, or other transaction that it believes will enhance shareholder value. Our decision to engage Roth Capital Partners as the Company's financial advisor was addressed at our February Board of Directors meeting and represents the next important step towards this end."