GEE Group Inc 2024年度报告

FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year endedSeptember 30, 2025 ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number1-05707 GEE GROUP INC. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smallerreporting company.See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act (check one): Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of shares of common stock held by non-affiliates of the registrant on March 31, 2025 was 90,708,525 x$0.20 = $18,141,705. The number of shares outstanding of the registrant’s common stock as of December 16, 2025 was 110,005,722. TABLE OF CONTENTS PART IPageItem 1.Business.3Item 1A.Risk Factors.11Item 1B.Unresolved Staff Comments.28Item 1C.Cybersecurity.29Item 2.Properties.29Item 3.Legal Proceedings.29Item 4.Mine Safety Disclosures.29PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.30Item 6.[Reserved].31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.31Item 7A.Quantitative and Qualitative Disclosures About Market Risk.43Item 8.Financial Statements and Supplementary Data.F-1Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.44Item 9A.Controls and Procedures.44Item 9B.Other Information.45Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.45PART IIIItem 10.Directors, Executive Officers and Corporate Governance.46Item 11.Executive Compensation.60Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.67Item 13.Certain Relationships and Related Transactions, and Director Independence.69Item 14.Principal Accountant Fees and Services.71PART IVItem 15.Exhibits and Financial Statement Schedules.72SIGNATURES742 PART I Forward Looking Statements This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company hasbased these forward-looking statements on the Company’s current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us and the Company’s subsidiariesthat may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any futureresults, levels of activity, performance or achievements expressed or