8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

April 14, 2021

Date of Report (Date of earliest event reported)

GSE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14785	52-1868008
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6940 Columbia Gateway Drive, Suite 470, Columbia, MD  21046

(Address of principal executive offices and zip code)

(410) 970-7800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 Par Value	GVP	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure

GSE Systems, Inc. (the “Company”) has issued a press release celebrating the Company’s 50th anniversary and describing a new five-year vision to draw on the Company’s deep technical expertise to advance the mission of decarbonization, broadening its reach beyond zero-carbon nuclear power to natural zero-carbon adjacencies such as hydrogen, wind, utility-scale battery storage and other critical technologies required for a zero-carbon power grid. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect the Company’s current expectations concerning future events and results. These statements are not guarantees of the Company’s future performance and are subject to risks, uncertainties, and other important factors that could cause the Company’s actual performance or achievements to be materially different from projections.  For a full discussion of these risks, uncertainties, and factors, the Company encourages reading its documents on file with the Securities and Exchange Commission, including those set forth in the Company’s periodic reports under the forward-looking statements and risk factors sections. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits  

99.1 Press Release dated April 14, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GSE SYSTEMS, INC.
By:	/s/ Daniel W. Pugh
	Daniel W. Pugh
	Chief Legal and Risk Officer

Date: April 14, 2021

EX-99.1

Exhibit 99.1

PRESS RELEASE

GSE CELEBRATES 50 YEARS OF EXCELLENCE WITH A NEW 5-YEAR VISION

TO BROADEN ITS REACH AMONG DECARBONIZATION SECTORS

-- Recognized as a pioneer and leader in simulation for the nuclear industry, GSE is a stronghold of

industry experts delivering engineering and workforce solutions to increasingly diverse end markets --

COLUMBIA, MD – April 14, 2021 – GSE Systems, Inc. (“GSE Solutions” or “GSE” or the “Company”) (Nasdaq: GVP) a leader in advanced engineering and workforce solutions that support, optimize, and decarbonize operations for the power industry, this year celebrates 50 years of service to power generation industries with a new 5-year vision.

2021 marks the 50th anniversary of GSE delivering the first full-scope nuclear power plant simulator to the Rancho Seco Nuclear Generating Station in California. The Company has since delivered over 170 nuclear plant simulators to customers worldwide and extended its solutions to deliver essential engineering services, software products, and workforce solutions.

Over five decades, GSE has continually evolved, focusing on providing ever more innovative and technology-based solutions to customers. The Company is once again moving forward through innovation to target its services to help customers meet decarbonization goals within the power industry. GSE’s new 5-year vision will draw on its deep expertise to advance the mission of decarbonization, broadening its reach beyond zero-carbon nuclear power to natural zero-carbon adjacencies such as hydrogen, wind, utility-scale battery storage and other critical technologies required for a zero-carbon grid.

“Celebrating 50 years is exciting for our employees and customers,” said Kyle Loudermilk, President and CEO of GSE Solutions. "Recent contract announcements reflect the extraordinary skills and unique expertise for which GSE has been known throughout our history. We are proud of our efforts to drive the availability and reliability of clean, abundant, and affordable energy for society, enabling environmental equity as a result. The future looks very bright for GSE and we look forward to supporting our longstanding clients and new customers in the years to come as the nation invests heavily in decarbonizing the grid."

ABOUT GSE SOLUTIONS

We are visionaries, and the solutions we create now will be at the forefront of the power industry. GSE Solutions leverages five decades of proven industry experience to provide unique and essential engineering and workforce solutions, services and products focused on performance optimization, regulatory compliance, simulation, training, and staffing for customers worldwide. As one of the largest independent companies serving the clean energy sector of nuclear power and adjacent industries, our solutions support the future of clean energy production and overall decarbonization initiatives of the power industry. www.gses.com

Media Contact

Sunny DeMattio, GSE Solutions

sunny.dematttio@gses.com

P: 1+ 410.970.7931

Investor Contact

Kalle Ahl, The Equity Group

kahl@equityny.com

P: +1 212.836.9614