Amendment: SEC Form SC 13G/A filed by GSE Systems Inc.
$GVP
Computer Software: Prepackaged Software
Technology
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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GSE Systems, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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36227K205
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(CUSIP Number)
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September 30, 2024
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[x] Rule
13d-1(c)
[ ] Rule
13d-1(d)
___________________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lind Global Fund II LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
250,000
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6 Shared Voting Power
0
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7 Sole Dispositive Power
250,000
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,000(1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row (9)*
9.9%(2)
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12
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Type of Reporting Person (See Instructions)
PN
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(1) The reporting person’s ownership consists of (i) 120,223 shares of common stock, (ii) 128,373 warrants to purchase shares of common stock
(the “February 2022 Warrants”), and (iii) 426,427 warrants to purchase shares of common stock (the “June 2023 Warrants,” together with the February 2022 Warrants, the “Warrants”); however, due to the exercise limitations of the Warrants, the reporting
person’s beneficial ownership has been limited to 250,000 shares in the aggregate.
(2) The Warrants include a provision limiting the holder’s ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99%
of the Company.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lind Global Partners II LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
250,000
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6 Shared Voting Power
0
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7 Sole Dispositive Power
250,000
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,000(1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row (9)*
9.9%(2)
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12
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Type of Reporting Person (See Instructions)
OO
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(1) The reporting person’s ownership consists of (i) 120,223 shares of common stock, (ii) 128,373 February 2022 Warrants, and (iii) 426,427 June 2023 Warrants; however,
due to the exercise limitations of the Warrants, the reporting person’s beneficial ownership has been limited to 250,000 shares in the aggregate.
(2) The Warrants include a provision limiting the holder’s ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99%
of the Company.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jeff Easton
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
250,000
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6 Shared Voting Power
0
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7 Sole Dispositive Power
250,000
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,000(1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row (9)*
9.9%(2)
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12
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Type of Reporting Person (See Instructions)
IN
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(1) The reporting person’s ownership consists of (i) 120,223 shares of common stock, (ii) 128,373 February 2022 Warrants, and (iii) 426,427 June 2023 Warrants; however,
due to the exercise limitations of the Warrants, the reporting person’s beneficial ownership has been limited to 250,000 shares in the aggregate.
(2) The Warrants include a provision limiting the holder’s ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99%
of the Company.
Item 1.
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(a)
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Name of Issuer
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GSE Systems, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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6940 Columbia Gateway Drive, Suite 470
Columbia, MD 21046
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Item 2.
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(a)
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Name of Person Filing
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This statement is filed by the following entities and individuals (collectively, referred to as the “Reporting Persons”):
• Lind
Global Fund II LP, a Delaware limited partnership;
• Lind
Global Partners II LLC, a Delaware limited liability company; and
• Jeff
Easton, an individual and a citizen of the United States of America.
Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the principal business office for each of the Reporting Persons is:
444 Madison Ave, Floor 41
New York, NY 10022
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(c)
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Citizenship
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See Row 4 of cover page for each Reporting Person.
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(d)
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Title of Class of Securities
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Common Stock, $0.01 par value per share
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(e)
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CUSIP Number
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36227K205
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| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned
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See Row 9 of cover page for each Reporting Person.
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(b)
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Percent of Class
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See Row 11 of cover page for each Reporting Person.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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See Row 5 of cover page for each Reporting Person. |
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(ii)
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shared power to vote or to direct the vote
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See Row 6 of cover page for each Reporting Person.
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(iii)
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sole power to dispose or to direct the disposition of
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See Row 7 of cover page for each Reporting Person. |
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(iv)
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shared power to dispose or to direct the disposition of
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See Row 8 of cover page for each Reporting Person.
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Item 5. Ownership of Five Percent or Less of a
Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following □.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
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Identification and Classification of Members of the Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable.
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Exhibit
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99.1 Joint Filing
Application by and among the Reporting Persons
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
November 14, 2024
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By:
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Lind Global Partners II LLC
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its General Partner
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By:
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/s/ Jeff Easton
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Name:
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Jeff Easton
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Title:
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Managing Member
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LIND GLOBAL PARTNERS II LLC
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By:
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/s/ Jeff Easton
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Name:
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Jeff Easton
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Title:
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Managing Member
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JEFF EASTON
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By:
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/s/ Jeff Easton
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