GEE Group Inc.

The Company’s Common Stock is listed on the NYSE American. The continued listing requirement of the NYSE American provides that the NYSE American reserves the right to delist a listed Common Stock should the Common Stock sell for a low price for a substantial period of time or the issuer of such listed Common Stock fail to effect a reverse split of such shares within a reasonable time after being notified of such potential actions by the NYSE American.In addition, the NYSE American has recently announced new rules which would result in automatic delisting of a listed common stock if its stock price falls below $0.25 after July 1, 2027. The Reverse Stock Split, if effected, should have the immediate effect of increasing the price of the Company’s Common Stock as reported on the NYSE American, therefore reducing the risk that the Company’s Common Stock could be delisted from the NYSE American.

With this in mind, the Board strongly believes that the Reverse Stock Split is necessary to maintain the Company’s listing on the NYSE American. The Board has considered the potential harm to the Company and its stockholders should the NYSE American delist the Company’s Common Stock from trading. Delisting could adversely affect the liquidity of the Company’s Common Stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, the Company’s Common Stock on an over-the-counter market. Many investors likely would not buy or sell the Company’s Common Stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange, or other reasons.