--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-044889" form_type: "8-K" ticker: null cik: "0000944480" company_name: "GSE SYSTEMS INC" filed_at: "2024-11-01T23:59:59+00:00" generated_at: "2026-05-30T07:12:10.909450+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # GSE Systems acquired by Pelican affiliate for $4.60/share; stock delisted from Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001140361-24-044889 - form_type: 8-K - cik: 0000944480 - company_name: GSE SYSTEMS INC - filed_at: 2024-11-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/ef20038021_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-044889 - JSON: https://secwatch.observer/filing/0001140361-24-044889.json - Plain text: https://secwatch.observer/filing/0001140361-24-044889.txt ## Key facts - Executive change William S. Corey, Jr. resigned as Director at GSE SYSTEMS INC. - Action: resigned - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Damian DeLongchamp was appointed as Chief Operating Officer at GSE SYSTEMS INC. - Action: appointed - Role: Chief Operating Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Thomas J. Dougherty resigned as Director at GSE SYSTEMS INC. - Action: resigned - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Dr. Bahram Meyssami resigned as Chief Technology Officer at GSE SYSTEMS INC. - Action: resigned - Role: Chief Technology Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Dr. Bahram Meyssami was appointed as Chief Technology Officer at GSE SYSTEMS INC. - Action: appointed - Role: Chief Technology Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Ryan Lloyd was appointed as Director at GSE SYSTEMS INC. - Action: appointed - Role: Director source text: At the Effective Time, upon the completion of the Merger, Sam Veselka and Ryan Lloyd were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Sam Veselka was appointed as Director at GSE SYSTEMS INC. - Action: appointed - Role: Director source text: At the Effective Time, upon the completion of the Merger, Sam Veselka and Ryan Lloyd were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Sam Veselka was appointed as Managing Director and Secretary at GSE SYSTEMS INC. - Action: appointed - Role: Managing Director and Secretary source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Damian DeLongchamp resigned as Chief Operating Officer at GSE SYSTEMS INC. - Action: resigned - Role: Chief Operating Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Ravi Khanna was appointed as Chief Executive Officer, President at GSE SYSTEMS INC. - Action: appointed - Role: Chief Executive Officer, President source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Ryan Lloyd was appointed as Vice President at GSE SYSTEMS INC. - Action: appointed - Role: Vice President source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Emmett Pepe was appointed as Chief Financial Officer and Treasurer at GSE SYSTEMS INC. - Action: appointed - Role: Chief Financial Officer and Treasurer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Ravi Khanna resigned as Chief Executive Officer, President at GSE SYSTEMS INC. - Action: resigned - Role: Chief Executive Officer, President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Ravi Khanna resigned as Director at GSE SYSTEMS INC. - Action: resigned - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Emmett Pepe resigned as Chief Financial Officer and Treasurer at GSE SYSTEMS INC. - Action: resigned - Role: Chief Financial Officer and Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Executive change Kathryn O'Connor Gardner resigned as Director at GSE SYSTEMS INC. - Action: resigned - Role: Director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Governance Changes GSE SYSTEMS INC: Bylaws amended and restated in their entirety in connection with the Merger. - Change: bylaw amendment source text: At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - Governance Changes GSE SYSTEMS INC: Certificate of incorporation amended and restated in its entirety in connection with the Merger. - Change: charter amendment source text: At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/944480/000114036124044889/0001140361-24-044889-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.