8-K
filed November 1, 2024, 7:59 PM ET
CIK 0000944480
M&A
confidence high
sentiment neutral
materiality 1.00
GSE SYSTEMS INC: M&A transaction — GSE Systems acquired by Pelican affiliate for $4.60/share; stock delisted from Nasdaq
GSE SYSTEMS INC
- Stockholders receive $4.60 per share in cash; total consideration ~$15.9M.
- Merger approved by GSE shareholders at special meeting on October 29, 2024.
- Trading of GSE common stock suspended after 8 PM ET on October 31, 2024.
- Ravi Khanna remains CEO; board replaced by Sam Veselka and Ryan Lloyd.
- GSE becomes wholly owned subsidiary of Nuclear Engineering Holdings LLC.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
William S. Corey, Jr. resigned as Director at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Ravi Khanna, Kathryn O’Connor Gardner, William S. Corey, Jr. and Thomas J. Dougherty each resigned from the board of directors of the Company (and from all committees thereof).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Damian DeLongchamp was appointed as Chief Operating Officer at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
At the Effective Time, upon the completion of the Merger, the following individuals were appointed and reappointed, as applicable, as officers of the Company: Name Office Ravi Khanna Chief Executive Officer, President Emmett Pepe Chief Financial Officer and Treasurer Dr. Bahram Meyssami Chief Technology Officer Damian DeLongchamp Chief Operating Officer Sam Veselka Managing Director and Secretary Ryan Lloyd Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Dougherty resigned as Director at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Ravi Khanna, Kathryn O’Connor Gardner, William S. Corey, Jr. and Thomas J. Dougherty each resigned from the board of directors of the Company (and from all committees thereof).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Bahram Meyssami resigned as Chief Technology Officer at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Chief Technology Officer
Exact text from the filing
In connection with the consummation of the Merger and in accordance with the Merger Agreement (and not as a result of any disagreement with the Company) Ravi Khanna, Emmett Pepe, Damian DeLongchamp and Dr. Bahram Meyssami each resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Bahram Meyssami was appointed as Chief Technology Officer at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Chief Technology Officer
Exact text from the filing
At the Effective Time, upon the completion of the Merger, the following individuals were appointed and reappointed, as applicable, as officers of the Company: Name Office Ravi Khanna Chief Executive Officer, President Emmett Pepe Chief Financial Officer and Treasurer Dr. Bahram Meyssami Chief Technology Officer Damian DeLongchamp Chief Operating Officer Sam Veselka Managing Director and Secretary Ryan Lloyd Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Lloyd was appointed as Director at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
At the Effective Time, upon the completion of the Merger, Sam Veselka and Ryan Lloyd were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sam Veselka was appointed as Director at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
At the Effective Time, upon the completion of the Merger, Sam Veselka and Ryan Lloyd were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sam Veselka was appointed as Managing Director and Secretary at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Managing Director and Secretary
Exact text from the filing
At the Effective Time, upon the completion of the Merger, the following individuals were appointed and reappointed, as applicable, as officers of the Company: Name Office Ravi Khanna Chief Executive Officer, President Emmett Pepe Chief Financial Officer and Treasurer Dr. Bahram Meyssami Chief Technology Officer Damian DeLongchamp Chief Operating Officer Sam Veselka Managing Director and Secretary Ryan Lloyd Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Damian DeLongchamp resigned as Chief Operating Officer at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Chief Operating Officer
Exact text from the filing
In connection with the consummation of the Merger and in accordance with the Merger Agreement (and not as a result of any disagreement with the Company) Ravi Khanna, Emmett Pepe, Damian DeLongchamp and Dr. Bahram Meyssami each resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ravi Khanna was appointed as Chief Executive Officer, President at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Chief Executive Officer, President
Exact text from the filing
At the Effective Time, upon the completion of the Merger, the following individuals were appointed and reappointed, as applicable, as officers of the Company: Name Office Ravi Khanna Chief Executive Officer, President Emmett Pepe Chief Financial Officer and Treasurer Dr. Bahram Meyssami Chief Technology Officer Damian DeLongchamp Chief Operating Officer Sam Veselka Managing Director and Secretary Ryan Lloyd Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Lloyd was appointed as Vice President at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Vice President
Exact text from the filing
At the Effective Time, upon the completion of the Merger, the following individuals were appointed and reappointed, as applicable, as officers of the Company: Name Office Ravi Khanna Chief Executive Officer, President Emmett Pepe Chief Financial Officer and Treasurer Dr. Bahram Meyssami Chief Technology Officer Damian DeLongchamp Chief Operating Officer Sam Veselka Managing Director and Secretary Ryan Lloyd Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Emmett Pepe was appointed as Chief Financial Officer and Treasurer at GSE SYSTEMS INC.
- Action
- appointed
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
At the Effective Time, upon the completion of the Merger, the following individuals were appointed and reappointed, as applicable, as officers of the Company: Name Office Ravi Khanna Chief Executive Officer, President Emmett Pepe Chief Financial Officer and Treasurer Dr. Bahram Meyssami Chief Technology Officer Damian DeLongchamp Chief Operating Officer Sam Veselka Managing Director and Secretary Ryan Lloyd Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ravi Khanna resigned as Chief Executive Officer, President at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Chief Executive Officer, President
Exact text from the filing
In connection with the consummation of the Merger and in accordance with the Merger Agreement (and not as a result of any disagreement with the Company) Ravi Khanna, Emmett Pepe, Damian DeLongchamp and Dr. Bahram Meyssami each resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ravi Khanna resigned as Director at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Ravi Khanna, Kathryn O’Connor Gardner, William S. Corey, Jr. and Thomas J. Dougherty each resigned from the board of directors of the Company (and from all committees thereof).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Emmett Pepe resigned as Chief Financial Officer and Treasurer at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
In connection with the consummation of the Merger and in accordance with the Merger Agreement (and not as a result of any disagreement with the Company) Ravi Khanna, Emmett Pepe, Damian DeLongchamp and Dr. Bahram Meyssami each resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kathryn O'Connor Gardner resigned as Director at GSE SYSTEMS INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Ravi Khanna, Kathryn O’Connor Gardner, William S. Corey, Jr. and Thomas J. Dougherty each resigned from the board of directors of the Company (and from all committees thereof).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GSE SYSTEMS INC: Bylaws amended and restated in their entirety in connection with the Merger.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GSE SYSTEMS INC: Certificate of incorporation amended and restated in its entirety in connection with the Merger.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GSE SYSTEMS INC underwent a change of control involving Nuclear Engineering Holdings LLC (Parent) and Gamma Nuclear Merger Sub LLC (Merger Sub) for approximately $15.9 million (closed 2024-10-31).
- Action
- change of control
- Counterparty
- Nuclear Engineering Holdings LLC (Parent) and Gamma Nuclear Merger Sub LLC (Merger Sub)
- Consideration
- approximately $15.9 million
- Closing
- 2024-10-31
Exact text from the filing
the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $15.9 million. The funds used by Parent to consummate the Merger and complete the related transactions came from a combination of equity financing and Parent’s cash on hand. --- EX-99.1
View on SEC.gov
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