☐ Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Preferred stock, par value $0.01 per share — — — — Common stock, par value $0.01 per share — — — — Warrants — — — — Total — — $ 25,000,000 $ 1,395.00 “GVP”. On May 20, 2022, the last reported price of our common stock was $1.25 per share. supplements as required. You should applicable prospectus supplement. forms a part. On November 14, 2014, we acquired Hyperspring, LLC (“Hyperspring”). Hyperspring is a nuclear industry focused staffing and training firm that employs highly skilled, high-value professionals primarily filling training and consulting positions on a contract basis for nuclear power plant operators. Hyperspring professionals provide training, operations and maintenance support including: generic fundamentals exams, accreditation training visit preparation, SRO certification, procedure development, work management, tagging/labeling, outage execution, planning/scheduling, corrective action, self-assessments and equipment reliability. On September 20, 2017, we acquired Absolute Consulting, Inc. (“Absolute”). Absolute is a provider of technical consulting and staffing solutions to the global nuclear power industry with expertise in procedure writing, engineering, technical support, scheduling, planning, project management, training, project controls, and corrective actions. On May 11, 2018, we acquired True North Consulting, LLC (“True North”). True North is a provider of engineering solutions to nuclear and non-nuclear power plants with an emphasis on regulatory-driven, American Society of Mechanical Engineers code programs. On February 15, 2019, we acquired DP Engineering Ltd, Co. (“DP Engineering”). DP Engineering is a specialized provider of high-value engineering services and solutions to the nuclear power industry. Founded in 1995 in Fort Worth, Texas, DP Engineering generates over 90% of its revenue from the nuclear power industry with core expertise in mechanical design; civil/structural design; electrical, instrumentation and controls design; digital controls/cyber security; and fire protection. DP Engineering primarily works under master service agreements as the Engineer of Choice. issue. Our board of directors has the authority to establish one or more classes of preferred stock and to determine, within any class of preferred stock, the preferences, rights and other terms of such class. As of December 31, 2021, the Company has reserved 6,238,189 shares of common stock for issuance; zero are reserved for shares upon exercise of outstanding stock options and 1,600,333 are reserved for shares upon vesting of restricted stock units. There are 1,261,811 shares available for future grants under our 1995 Long-Term Incentive Plan. Subject to the restrictions described below, the holders of our common stock are entitled to receive dividends from funds legally available when, as and if declared by our board of directors, and are entitled upon our liquidation, dissolution or winding up to receive pro rata our net assets after satisfaction in full of the prior rights of our creditors and holders of any preferred stock. SEC registration fee $ 1,395 Legal fees and expenses * Accounting fees and expenses * Printing and engraving expenses * Miscellaneous expenses * Total * Securities Purchase Agreement, dated February 23, 2022, between GSE Systems, Inc. and Lind Global Fund II LP. Incorporated herein by reference to Exhibit Senior Convertible Promissory Note, dated February 23, 2022, issued to Lind Global Fund II LP. Incorporated herein by reference to Exhibit 10.2 of GSE Systems, Inc. Form Third Amended and Restated Bylaws of GSE Systems, First Amendment to the Third Amended and Restated Bylaws of GSE Systems, Inc. Incorporated herein by reference to Exhibit 3.2 of GSE Systems, Inc. Form Opinion of Consent of Consent of Power of Attorney statement; May 24, 2022.Amendment No.toForm
UNDER
THE SECURITIES ACT OF 1933Delaware52-1868008(I.R.S. Employer Identification Number) 1332 Londontown Boulevard,200Sykesville,47021784
21046(Address,Lawrence Gordon,Vice PresidentGeneral CounselGSE Systems, Inc.1332 Londontown Boulevard,Risk Officer200Sykesville,47021784Tel:21046Fax: (410) 970-7997(Name,With copies to:Michael D. Schwamm,:Duane Morris LLP1540 BroadwayNew York, NY 10036-4086Tel: (212) 692-1054Fax: (212) 692-1020box.box: o☐box.box: x☒offering.offering: o☐offering.offering: o☐bebecome effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.box: o☐box.box: o☐or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): ☐ Large acceleratedAcceleratedofilerofilerx(Do not check if a smaller reporting company)companyoCALCULATION OF REGISTRATION FEE☐
Securities to be Registered(1)
Registered(1)
Offering Price Per Unit(2)
Aggregate
Offering Price(1)(2)
Registration Fee (3) (4) (1)There are being registered pursuant to this registration statement such indeterminate number of shares of common stock and preferred stock and such indeterminate amount of warrants as may be offered from time to time pursuant to the prospectus contained in the registration statement with an aggregate initial offering price not to exceed $25,000,000. The securities registered hereunder may be sold by the issuer separately or together with other securities registered hereunder. There are also being registered hereunder an indeterminate amount or number of shares of the securities as may be issuable upon conversion or exchange of preferred stock or warrants or pursuant to antidilution provisions thereof. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities.(2)Pursuant to Rule 457(o) and Form S-3 General Instruction II.D., which permit the registration fee to be calculated on the basis of the maximum offering price of all securities listed, the table does not specify information as to the amount of any particular security to be registered.( 3 )Calculated pursuant to Rule 457(o) under the Securities Act of 1933.(4)Previously paid.registrantRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended,1993 or until thethis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.Subject to Completion, dated August 18, 2009
$25,000,000Preferred StockWarrants We may offersell5,428,276 shares of our common stock, preferredpar value $0.01, by the selling stockholder named herein. These 5,428,276 shares of common stock consist of (i) 4,144,544 shares of common stock issuable upon the conversion of Senior Convertible Promissory Note, dated February 23, 2022 (the “Note”), and (ii) 1,283,732 shares of common stock issuable upon the exercise of Common Stock Purchase Warrant No. 1, dated February 23, 2022 (the “Warrant”), that were issued pursuant to a Securities Purchase Agreement, dated February 23, 2020 (the “Purchase Agreement”), between GSE Systems, Inc. and Lind Global Fund II LP.warrantssell any of the shares. Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale of such shares pursuant to this prospectus. The securities covered by this prospectus may be offered and sold by us in one or more offerings. The preferred stock and warrants may be convertible into or exercisable or exchangeable for common stock or preferred stockNo underwriter or other person has been engaged to facilitate the sale of the shares in this offering. The selling stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of shares of our securities. Sharescommon stock. our common stock are traded on the NYSE Amex Stock ExchangeNASDAQ Capital Market under the symbol “GVP.”offer and sell these securitiesamend or supplement this prospectus from time to time by filing amendments or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. This prospectus describes some of the general terms that may apply to these securities. The specific terms of any securities to be offered will be described in a supplement to this prospectus.refer toread the risk factors that may be included in aentire prospectus supplement and any amendments or supplements carefully before you make your investment decision.periodic reportscommon stock involves risks and other information we file withuncertainties that should be considered. See “Risk Factors” on page 3 of this prospectus and any similar sections contained in the Securities and Exchange Commission and carefully consider that information before investing in our securities., 2009.___, 2022.Page33Where You Can Find More Information334557Ratio of Earnings to Fixed Charges8881010Thecontainingthat we have filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) pursuant to which the selling stockholder named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits and the documents incorporated herein by reference can beinto this prospectus include important information about us, the securities being offered and other information you should know before investing in our common stock. Before purchasing any common stock, you should carefully read onboth this prospectus and any applicable prospectus supplement, together with the SEC website or at the SEC offices mentionedadditional information described under the heading “Where You Can Find More Information.Information; Incorporation by Reference.” We may from timetime sell the securities in one or more offerings. This prospectus providesprovide you with a general description of the securities. Each time we offer the securities, we will provide a prospectus supplement that will contain specificany information about the terms of that offering. The prospectus supplement may also supplement, modify, or supersedeto make any representations other informationthan those contained in this prospectus.prospectus or in any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the selling stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholder will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.as described below underto the heading “Incorporation by Reference.” You should rely only on the information provided inregistration statement of which this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of these documents.(the “Company”, “GSE” or “GSE Systems” or “we” or “us”is a leading provider of engineering services and technology, expert staffing, and simulation software to clients in the power and process industries. We provide customers with simulation, engineering technology, engineering and plant services that help clients reduce risks associated with operating their plants, increase revenue through improved plant and employee performance, and lower costs through improved operational efficiency. In addition, we provide professional services that help clients fill key vacancies in the organization on a short-term basis, including but not limited to, the following: procedure writing, planning and scheduling; engineering; senior reactor operator (“SRO”) training and certification; technical support and training personnel focused on regulatory compliance and certification in the nuclear power industry.incorporated under the lawsgrowing recognition of the Stateimportance of Delawarelow and zero carbon energy as the United States in particular, and the world in general, races to decarbonize power grids. We are uniquely positioned as one of the largest independent nuclear services companies in the United States to support decarbonization of the power industry. In fact, the more wind and solar that comes onto the grid, the greater zero carbon base-load becomes to ensure grid stability, reliability and safety. Decarbonization is a leader in real-time, high fidelity simulation. The Company providesleading means of delivering environmental equity - ensuring that anyone regardless of background and economic status can benefit from a safe and healthy environment, free of pollution related to carbon intensive power generation. Our operations also include interactive software for tutorials and simulation solutions and services tofor the nuclear and fossil electric utility industry and therefining, chemical, and petrochemical industries. In addition,Company provides plant monitoringU.S. and signal analysis monitoringChina and optimization software primarilywith additional employees deployed at client sites. While most of our revenue comes from support provided to the nuclear power industry, we also serve agencies in the United States Department of Energy, the United States Navy and adjacent defense opportunities, and the oil and gas, refining, chemical, and petrochemical markets.offices areoffice is located at 1332 Londontown Boulevard,6940 Columbia Gateway Drive, Suite 200, Sykesville, MD 21784 and our470, Columbia, Maryland 21046. Our telephone number at that locationboth offices is (410) 970-7800.WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other Our website address is www.gses.com. The information with the SEC. Our SEC filings are available to the public from the SEC’s website atwww.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C., located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Information about us is also available at our website atwww.gses.com. However, the informationcontained on our website is not part of this prospectus. The SEC allows us to “incorporate by reference” in this prospectus the information in the documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered tointo this prospectus and you should not consider any information contained on, or that can be a part of this prospectus. Any information that isaccessed through, our website as part of this prospectus or in deciding whether to purchase our securities.prospectus supplementtime after the earlier of six (6) months from issuance or the date this Registration Statement is effective, provided that speaks asno such conversion may be made that would result in beneficial ownership by Lind Global and its affiliates of a later datemore than any4.99% of our outstanding shares of common stock. The conversion price of the Note is equal to $1.94, subject to customary adjustments.is part of this prospectuswe include or any prospectus supplement updates or supersedes such other information. We incorporate by reference ininto this prospectus the documents listed below and any documentsprospectus supplement. In particular, you should consider the risk factors under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K, as revised or portions thereof thatsupplemented by our subsequent periodic filings with the SEC, all of which are incorporated by reference into this prospectus in their entirety.afterin the datefuture or by a prospectus supplement relating to a particular offering of our securities. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also affect our business operations. Additional risk factors may be included in a prospectus supplement relating to a particular offering of securities. If any of the initial registration statement under Sections 13(a), 13(c), 14risks or 15(d) of the Securities Exchange Act of 1934 until we sell, or otherwise terminate the offering of, all of the securities that may be offered by this prospectus. We do not, however, incorporate by referenceuncertainties described in this prospectus any documents or portions thereof,our SEC filings or any other information,prospectus supplement or any additional risks and uncertainties actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that we furnishcase, the trading price of our securities could decline and you might lose all or are deemed to furnish, and not file, withpart of your investment. Please also read carefully the SEC in accordance with the SEC rules.
section below entitled “Cautionary Statement Regarding Forward-Looking Statements.”·Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as amended by Amendment No. 1 thereto filed on June 30, 2009;·Our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2009 and June 30, 2009;·Our Current Reports on Form 8-K filed on March 16, 2009, May 11, 2009 and August 10, 2009; and·The description of our common stock contained in the Registration Statement on Form 8-A filed on July 24, 1995, under Section 12(g) of the Securities Exchange Act of 1934, as amended. You may obtain, free of charge, a copy of any of these documents (other than exhibits to these documents unless the exhibits specifically are incorporated by reference into these documents or referred to in this prospectus) by writing or calling us at the following address and telephone number:GSE Systems, Inc.1332 Londontown Boulevard, Suite 200Sykesville, MD 21784Attn: Corporate SecretaryTel: (410) 970-78001993 (the “Securities Act”)1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on management’s assumptions, expectations, and projections about us, and the industry within which we operate, and that have been made pursuant to the Private Securities Litigation Reform Act of 1995 and which reflectreflecting our expectations regarding our future growth, results of operations, performance, and business prospects and opportunities. Wherever possible, words such as “anticipate,” “believe,” “continue,”“anticipate”, “believe”, “continue”, “estimate”, “intend”, “may,”“may”, “plan”, “potential”, “predict”, “expect”, “should”, “will”, and similar expressions, or the negative of these terms or other comparable terminology, have been used to identify these forward-looking statements. These forward-looking statements may also use different phrases. These statements regarding our expectations reflect our current beliefs and are based on information currently available to us. Accordingly, these statements by their nature are subject to risks and uncertainties, including those listed under the heading “Risk Factors,”Factors” in our most recent Annual Report on Form 10-K, which could cause our actual growth, results, performance, and business prospects and opportunities to differ from those expressed in, or implied by, these statements. Discussions containing these forward-looking statements may be found, among other places, in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent annual report on Form 10-K and in our most recent quarterly report on Form 10-Q subsequent to the filing of our most recent annual report on Form 10-K with the SEC, as well as any amendments thereto reflected in subsequent filings with the SEC.statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. Except as otherwise required by federal securities law, we are not obligated to update or revise these forward-lookingforward looking statements to reflect new events or circumstances. We caution you that a variety of factors, including but not limited to the factors described under the heading “Risk Factors” in this prospectus, those risks included in our most recent Annual Report on Form 10-K, the risks described from time to time in our subsequent reports filed with the SEC, and the following, could cause our business conditions and results to differ materially from what is contained in forward-looking statements:·changes in the rate of economic growth in the United States and other major international economies;·changes in investment by the nuclear and fossil electric utility industry, the chemical and petrochemical industries and the U.S. military;·changes in the financial condition of our customers;·changes in regulatory environment;·changes in project design or schedules;·contract cancellations;·changes in our estimates of costs to complete projects;·changes in trade, monetary and fiscal policies worldwide;·currency fluctuations;·war and/or terrorist attacks on facilities either owned or where equipment or services are or may be provided;·outcomes of future litigation;·protection and validity of our patents and other intellectual property rights;·increasing competition by foreign and domestic companies;·compliance with our debt covenants;·recoverability of claims against our customers and others; and·changes in estimates used in our critical accounting policies.forward lookingforward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above, under “Risk Factors” in this prospectus, in our most recent Annual Report on Form 10-K, and from time to time in our future reports filed with the SEC in connection with any forward lookingforward-looking statements that may be made by us. You should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise.forward lookingforward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the SEC.RISK FACTORS4 An investment insecurities involves a high degree of risk. Before making an investment decision, you should carefully read and consider the risk factors incorporatedcommon stock offered by reference in this prospectus as well as those containedare being registered for the accounts of the selling stockholder and we will not receive any proceeds from the sale of these shares by the selling stockholders. However, we did receive $5,000,000 in connection with the Purchase Agreement, and we will receive proceeds of up to $2,490,441 from the cash exercise of the Warrant. Unless otherwise specified in the applicable prospectus supplement, we have used and intend to use these proceeds for repayment of indebtedness, general working capital purposes, and other corporate purposes.sameselling stockholder named in this prospectus, or certain transferees, assignees or other successors-in-interest that may be updatedreceive our securities from the selling stockholder. Shares Maximum Number Shares Beneficially Owned of Shares to Beneficially Owned be Offered Name of Selling Stockholder Number Percentage Number Percentage 20.53% 5,428,276 — — Percentages are based on 21,013,206 shares of common stock outstanding as of April 30, 2022. Lind Global Fund II LP may not convert or exercise any portion of the Note or the Warrant, respectively, to the extent such conversion or exercise would cause Lind Global Fund II LP, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock (or 9.99% of our then outstanding common stock to the extent Lind Global Fund II LP, together with its affiliates, beneficially owns in excess of 4.99% of shares of our then common stock at the time of such exercise or conversion). Assumes the selling stockholder has sold all of the shares of common stock beneficially owned by the selling stockholder, which may or may not occur. Beneficial ownership includes 4,144,455 shares of common stock issuable upon conversion of the Note and 1,283,732 shares of common stock issuable upon exercise of the Warrant. The securities are directly owned by Lind Global Fund II LP. Jeff Easton is the Managing Member of The Lind Partners, LLC, which is the Investment Manager of Lind Global Fund II LP, and in such capacity has the right to vote and dispose of the securities held by such entities. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The address for Lind Global Fund II LP is 444 Madison Avenue, 41st Floor, New York, NY 10022. future filings with the SEC under the Securities Exchange ActCertificate of 1934. You should also referAmendment of Certificate of Incorporation (the “Restated Certificate”) and our Third Amended and Restated Bylaws as amended by our First Amendment to other information contained in orour Third Amended and Restated Bylaws (the “Bylaws”). We have incorporated by reference inour Restated Certificate and Bylaws as exhibits to the registration statement of which this prospectus is a part. For information on how you can obtain our Restated Certificate and any applicable prospectus supplement, including our financial statements andBylaws, see “Where You Can Find More Information; Incorporation by Reference.” The following description discusses the related notes incorporated by reference herein. Additional risks and uncertainties not presently known to us at this time orgeneral terms of the common stock that we currently deem immaterial may also materially and adversely affect our business and operations.30,000,00060,000,000 shares of common stock, $0.01 par value $0.01 per share, and 2,000,000 shares of preferred stock, $0.01 par value $0.01 per share.Common Stockstockholdersshareholders are entitled to vote. The holders of common stock do not have cumulative voting rights. The holders of common stock do not have any preferential, subscriptive or preemptive rights to subscribe to or purchase any new or additional issue of shares of any class of stock or of securities convertible into our stock or any conversion rights with respect to any of our securities. Our common stock is not subject to redemption. All of our issued and outstanding common stock is fully paid and non-assessable.Preferred Stock Our certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of the series, including the following:·the designation of the series;·the rate and time of, and conditions and preferences with respect to, dividends, and whether the dividends will be cumulative;·the voting rights, if any, of shares of the series;·the price, timing and conditions regarding the redemption of shares of the series and whether a sinking fund should be established for the series;·the rights and preferences of shares of the series in the event of voluntary or involuntary dissolution, liquidation or winding up of our affairs; and·the right, if any, to convert or exchange shares of the series into or for stock or securities of any other series or class.We currently do not have any shares of preferred stock issued and outstanding.Purposes and Effects of CertainOurDelaware Law and Charter Provisionsof Incorporation and BylawsGeneral Our certificate of incorporation and bylaws contain provisions that could make more difficult the acquisition ofdiscourage, delay or prevent a change in control of our company by meansCompany that a stockholder may consider favorable. These include provisions:a tender offer, open market purchases, a proxy contest or otherwise. A descriptionDirectors fixes the number of these provisions is set forth below.Preferred Stock Our certificatemembers of incorporationthe board and bylaws contain certain provisions, somefills all vacancies on the Board of which are intended to enhanceDirectors;likelihood of continuity and stability in the compositiondivision of our board of directors and the policies formulated by our board of directors, and to discourage certain types of coercive takeover practices. However, these provisions, as well as certain provisions of Delaware law, may deter, hinder or delay a change of control of us. These provisions could discourage attempts to acquire us or remove incumbent management even if some or a majority of our stockholders believe that action is in their best interest.Classified Board of Directors; Removal of Directors Our certificate of incorporation divides our board of directors into three classes with staggered terms;directors, with each class serving staggered, three-year terms. Our certificate of incorporation provides that our directors maystockholders;removed from office for cause bytaken at a vote of a majority in voting powermeeting of the then-outstanding sharesstockholders;voting stock entitled to vote in the electionBoard of directors, voting together as a single group. The classification of our board of directors meansDirectors or for proposing matters that unless directors are removedcan be acted on by stockholders it could require at least two annual meetings of stockholdersstockholder meetings;a majority of stockholderscertain amendments to make a change of control of the board of directors, because only a portion of the directors will be elected at each meeting. In addition, our bylaws provides thatRestated Certificate and Bylaws, including increasing the number of directors cannot be increased by 50% or more in any 12-month period withoutperiod;approvalright of at least 66-23% of the directors then in office. A significant effect of these provisions may be to deter hostile takeover attempts, because an acquiror could experience delay in replacing a majority of the directors. A classified board of directors also makes it more difficult for stockholders to effect a changeremove directors; andcontrol of the board of directors, even if such a change of control were to“blank check” preferred stock, which could be sought due to dissatisfaction with the performance of our company’s directors.Limitation of Director Liability Our certificate of incorporation limits the liability of directors to us and our stockholders to the fullest extent permitted by Delaware law. Specifically, a director will not be personally liable for monetary damages for breach of his or her fiduciary duty as a director, except for liability for:·any breach of the director’s duty of loyalty to us or our stockholders;·acts or omissions which involve intentional misconduct, fraud or a knowing violation of law;·violations under Section 174 of the Delaware General Corporation Law, which relates to unlawful distributions to stockholders or unlawful stock repurchases or redemptions; or·any transaction from which the director derived an improper personal benefit. These provisions in our certificate of incorporation may have the effect of reducing the likelihood of derivative litigation against our directors and officers and may discourage or deter stockholders or management from bringing a lawsuit against our directors or officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited our company and its stockholders. These provisions do not limit or affect a stockholder’s ability to seek and obtain relief under federal securities laws.Special Meetings of Stockholders Our bylaws provide that special meetings of stockholders may be called onlyissued by our boardBoard of directors or by one or more stockholders holdingDirectors to increase the number of outstanding shares which, in the aggregate, entitle them to cast not less than 25% of the votes at the meeting.Delaware Takeover Statute. Weand thwart a takeover attempt. subject to certain exceptions, prohibits a Delaware corporation from engaging in any “business combination” with any “interested stockholder” (both as defined below) for a period of three years followingafter the date that such stockholder became an interested stockholder, unless: (i) prior towith the following exceptions:stockholder, (ii) onholder;commenced,began, excluding, for purposes of determining the voting stocknumber of shares outstanding, those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) subsequent toafter such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66⅔%66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.of the DGCL defines generally “business combination” to include: (i) include the following: (ii) pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; (iii) (iv) ofor any class or series of the corporation beneficially owned by the interested stockholder; or (v) provided by or through the corporation.an “interested stockholder” as anyan entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation andor any entity or person affiliated with or controlling or controlled by such entity or person.Transfer Agent7transferselling stockholder may, from time to time, sell any or all of their securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling securities:our common stock is Continental Stock Transfer & Trust Company. We may issue warrants for the purchasepurchaser of preferred stock or common stock, or any combination thereof. We may issue warrants independently or together with any other securities, offered byfrom the purchaser) in amounts to be negotiated, but, except as set forth in a prospectus supplement. Warrants may be attachedsupplement to or separate from such securities. Each series of warrants will be issued under a separate warrant agreement we will enter into with a warrant agent specifiedthis prospectus, in the applicable prospectus supplement. The warrant agent will act solely as our agentcase of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.warrants of a particular series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. The applicable prospectus supplement will describe the termssale of the warrantssecurities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in respect of which this prospectus is being delivered, including, to the extent applicable, the following:·the title of the warrants;·the aggregate number of the warrants;·the price or prices at which the warrants will be issued;·the designation, number or principal amount and terms of the preferred stock and/or common stock, purchasable upon exercise of the warrants;·the designation and terms of the other securities, if any, with which the warrants are issued and the number of warrants issued with each security;·the date, if any, on and after which the warrants and the related underlying securities will be separately transferable;·whether the warrants will be issued in registered form or bearer form;·the price at which each underlying security purchasable upon exercise of the warrants may be purchased;·the date on which the right to exercise the warrants will commence and the date on which that right will expire;·the identity of the warrant agent;·the maximum or minimum number of the warrants that may be exercised at any one time;·information with respect to book-entry procedures, if any;·a discussion of any material federal income tax considerations; and·any other terms of the warrants, including terms, procedures, and limitations relating to the transferability, exchange, and exercise of the warrants.RATIO OF EARNINGS TO FIXED CHARGES If we offer preferred stock under this prospectus, then we will, at that time, provide a ratio of combined fixed charges and preference dividends to earningsturn engage in the applicable prospectus supplement for such offering. We intend to use the net proceeds from theshort sales of the securities as set forth in the applicable prospectus supplement. Wecourse of hedging the positions they assume. The selling stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell the securities described in this prospectus tothese securities. The selling stockholder may also enter into option or throughother transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).underwriters, dealers, “in ‘at the market offerings’, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market or an exchange or otherwise, or directly to purchasers on a continuous or delayed basis or through a combination of these methods. The distribution ofthat are involved in selling the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed from time to time, at market prices prevailing at the times of sale, at prices related to such prevailing market prices or at negotiated prices. Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement. For each series of securities, the applicable prospectus supplement will set forth the terms of the offering including:·the public offering price;·the name or names of any underwriters, dealers or agents;·the purchase price of the securities;·the proceeds from the sale of the securities to us;·any underwriting discounts, agency fees or other compensation payable to underwriters or agents;·any discounts or concessions allowed or reallowed or repaid to dealers; and·the securities exchange on which the securities will be listed, if any. If we use underwriters in the sale of securities, the securities will be acquired by the underwriters for their own account. The underwriters may then resell the securities in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale or thereafter. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Unless set forth in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless set forth in the prospectus supplement, the underwriters will be obligated to purchase all the securities offered if they purchase any securities. The public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. If we use dealers in the sale of securities, we will sell securities to such dealers as principals. The dealers may then resell the securities to the public at varying pricesdeemed to be determined by such dealers at the time of resale. We may solicit offers to purchase the securities directly, and we may sell the securities directly to institutional or other investors, who may be deemed underwriters“underwriters” within the meaning of the Securities Act with respect to any resales of those securities. The terms of these sales will be described in the applicable prospectus supplement. If we use agents in the sale of securities, unless otherwise indicated in the prospectus supplement, they will use their reasonable best efforts to solicit purchases for the period of their appointment. Unless otherwise indicated in a prospectus supplement, if we sell directly, no underwriters, dealers or agents would be involved. We will not make an offer of securities in any jurisdiction that does not permit such an offer. We may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover overallotments, if any, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the distribution. Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with SEC orders, rules and regulations and applicable law. To the extent permitted by applicable law and SEC orders, rules and regulations, an overallotment involves sales in excessresale of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. To the extent permittedsecurities purchased by applicable law and SEC orders, rules and regulations, short covering transactions involve purchases of the common stock in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer is purchased in a covering transaction to cover syndicate short positions in stabilization transactions or otherwise. Those activities may cause the price of the common stock to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. Any underwriters who are qualified market makers on the NYSE Amex Stock Exchange may engage in passive market making transactions in the common stock on the NYSE Amex Stock Exchange in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common stock. Passive market makers must comply with the applicable volume and price limitations and must be identified as passive market makers. In general a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Underwriters, dealers and agents that participate in any distribution of securitiesthem may be deemed to be underwriters as defined in the Securities Act. Any discounts,underwriting commissions or profit they receive when they resell the securities may be treated as underwriting discounts and commissions under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.will identify inare required to pay certain fees and expenses incurred by us incident to the applicable prospectus supplement any underwriters, dealers and agents and will describe their compensation. Only underwriters named in the prospectus supplement are underwritersregistration of the securities offered in the prospectus supplement.securities. We may have agreements with underwriters, dealers and agentsagreed to indemnify themthe selling stockholder against certain civil liabilities, including certain liabilities under the Securities Act, or to contribute with respect to payments that they may be required to make. We may authorize underwriters, dealers or agents to solicit offers from certain institutions whereby the institution contractually agrees to purchase the securities from us on a future date at a specific price. This type of contract may be made only with institutions that we specifically approve. Such institutions could include banks, insurance companies, pension funds, investment companieslosses, claims, damages and educational and charitable institutions. The underwriters, dealers or agents will not be responsible for the validity or performance of these contracts. Each series of securities will be a new issue of securities and will have no established trading market, other than our common stock, which is listed on the American Stock Exchange. Unless otherwise specified in the applicable prospectus supplement, the securities will not be listed on any exchange. It has not presently been established whether the underwriters, if any, of the securities will make a market in the securities. If the underwriters make a market in the securities, such market making may be discontinued at any time without notice. No assurance can be given as to the liquidity of the trading market for the securities. Agents, dealers and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act.contributionthis prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.payments which the agents, dealers or underwriters may be requiredcommon stock for the applicable restricted period, as defined in Regulation M, prior to make in respect thereof. Agents, dealers or underwriters may be customers of, engage in transactions with, or perform services for us and our subsidiaries in the ordinary course of business. Pursuant to a requirementcommencement of the Financial Industry Regulatory Authority, or FINRA,distribution. In addition, the maximum commission or discountselling stockholder will be subject to be received by any FINRA member or independent broker/dealer may not be greater than 8.0%applicable provisions of the gross proceeds receivedExchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by us forthe selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale of any securities being registered pursuant to SEC(including by compliance with Rule 415.CERTAIN 8 In connection with particular offerings ofin the future, and if stated in the applicableoffered by this prospectus supplements, the validity of those securities may be passed upon for us by Duane Morris LLP. If securities are distributed in an underwritten offering, certain legal matters will be passed upon on our behalf by Miles & Stockbridge P.C. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, bydealers or agents, if any, such counsel identifiedwill be named in the applicable prospectus supplement.20082021 and 2007,2020 and for each of the years in the three-yeartwo-year period ended December 31, 2008, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20082021, have been incorporatedaudited by reference herein and in the registration statement in reliance upon the reports of KPMGDixon Hughes Goodman LLP, independent registered public accounting firm, incorporatedas set forth in their report thereon, included in this registration statement. Such consolidated financial statements have been included herein by reference herein, andreliance upon such report given on the authority of said firmsuch firms as experts in accounting and auditing.audit report coveringSEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.2008 financial statements refers2021, as filed with the SEC on March 31, 2022.theadoptionSection 13(a), 13(c), 14 or 15(d) of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – An Interpretationthe Exchange Act after the date of FASB Statement No. 109, on January 1, 2007. The audit report onthe initial registration statement of which this prospectus is a part and prior to the effectiveness of internal control over financial reporting as of December 31, 2008, expresses an opinion that GSE Systems, Inc. did not maintain effective internal control over financial reporting as of December 31, 2008 becausethe registration statement, and any filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the effectExchange Act from the date of a material weakness onthis prospectus until the achievementoffering of the objectivesparticular securities covered by a prospectus supplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.control criteria and contains an explanatory paragraph to a material weakness related to the accounting for derivative instruments.documents incorporated by reference in this prospectus may be obtained on written or oral request without charge from our Corporate Secretary at 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046 (telephone: (410) 970-7800).$25,000,000Preferred StockWarrantsPROSPECTUS____________, 2009Item 14.Other Expenses of Issuance and Distribution.issuance and distribution of the securities registered by this registration statement,statement. All such expenses are estimates, other than any underwriting discounts and commissions. All of the expenses will be borne by us. Amount to be Paid $966.15 *These will be determined based on the number of issuances and amount and type of securities issued. Accordingly, they cannot be estimated at this time.Item 15.Indemnification of Directors and Officers.$966.15 General Corporation Law of the State of Delaware (the “DGCL”),DGCL, a corporation may indemnify its directors, officers, employees, and agents and its former directors, officers, employees, and agents and those who serve, at the corporation’s request, in such capacities with another enterprise, against expenses (including attorney’s fees), as well as judgments, fines, and settlements in no derivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner he or she reasonably believed to be in (or not opposed to) the best interests of the corporation and, in the case of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. The Company’s Fourth Amended and of Incorporation (the “Restated Certificate”) provides that the Company shall indemnify and hold harmless, to the fullest extent permittednot prohibited by Section 145 of the DGCL, as the same may be amended and supplemented, every person who was or is made a party or is threatened to be made a party or is otherwise involved in any action, suit of proceeding by reason of the fact that such person is or was serving as a director or officer of the Company or, while serving as a director or officer of the Company, is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith if such person satisfied the applicable level of care to permit such indemnification under the DGCL. The Restated Certificate provides that, subject to any requirements imposed by law or the Company’sour Bylaws, the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition. The Company’s Amended and Restated By-Laws (the “By-Laws”)Our Bylaws provide that, if and to the extent required by the DGCL, such an advance payment will only be made upon delivery to the Company of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification.II-1 TheExhibit Number Description Item 16.Exhibits. The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to one of our prior filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as indicated in parentheses:No.Description 2.2 *1.1of Underwriting Agreement.4.12.3 Fourth AmendedCommon Stock Purchase Warrant, dated February 23, 2022, issued to Lind Global Fund II LP. Incorporated herein by reference to Exhibit 10.3 of GSE Systems, Inc. Form 8-K filed with the Securities and Restated ArticlesExchange Commission on February 28, 2022.3.1 Restatement of Certificate of Incorporation dated November 14, 2016. Incorporated herein by reference to Exhibit 3.1 of GSE Systems, Inc. Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016. 3.2 Amendment to the Certificate of Incorporation of GSE Systems, Inc. (IncorporatedIncorporated herein by reference to Exhibit B to our Definitive Proxy Statement3.1 of GSE Systems, Inc. Form 8-K filed with the Securities and Exchange Commission on November 20, 2007.)June 15, 2018.4.23.3 Inc.. (IncorporatedInc. Incorporated herein by reference to Exhibit A to our Definitive Proxy Statement3.2 of GSE Systems, Inc. Form 8-K filed with the Securities and Exchange Commission on November 20, 2007.)* 4.3Form of certificate of designations for preferred stock.3.4 * 4.4of warrant.* 4.5Form of warrant agreement.5.1Duane Morris LLP.*12.1Statement regarding computation of ratio of earnings to fixed charges.23.1* 23.1KPMG LLP.23.2Duane Morris LLPMiles & Stockbridge P.C. (included in Exhibit 5.1).** 24.1 (included on the signature page hereto) *To beFiling Fee Table by an amendment or as an exhibit to a documentthe Company’s Registration Statement on Form S-3, filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or otherwise filed, and incorporated by reference herein.**Previously filed.Item 17.Undertakings.statement:20 percent20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andII-2II-3 of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.II-4 undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sykesville,Columbia, State of Maryland, on August 18, 2009.GSE SYSTEMS, INCBy:/s/ John V. MoranName: John V. MoranTitle: Chief Executive Officerbelow by the following persons in the capacities and on the dates indicated.Title Date John V. MoranKyle J. Loudermilk Vice (Principal Executive Officer)August 18, 2009 John V. Moran/s/ Jeffery G. HoughSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)August 18, 2009Jeffery G. Hough*Chairman of the BoardAugust 18, 2009Jerome I. Feldman*DirectorAugust 18, 2009Michael D. FeldmanDirectorAugust __, 2009Dr. Sheldon L. Glashow*DirectorAugust 18, 2009Jane Bryant QuinnDirectorAugust 18, 2009Dr. Roger Hagengruber*DirectorAugust 18, 2009Joseph W. Lewis*DirectorAugust 18, 2009GeorgePedersen*DirectorAugust 18, 2009Orrie. Lee Tawes IIILoudermilk *By: /s/ John V. MoranJohn V. MoranAttorney-in-factII-5
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