GEE Group Inc.

Our 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 our Common Stock as reported on the NYSE American, therefore reducing the risk that our Common Stock could be delisted from the NYSE American.

With this in mind, our Board strongly believes that the Reverse Stock Split is necessary to maintain our listing on the NYSE American. The Board has considered the potential harm to us and our stockholders should the NYSE American delist our Common Stock from trading. Delisting could adversely affect the liquidity of our 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, our Common Stock on an over-the-counter market. Many investors likely would not buy or sell our 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.

In addition, we believe that the Reverse Stock Split will be advantageous to us and to all shareholders because it may provide the opportunity for higher share prices based upon fewer shares. While fewer shares alone may usually be expected to result in lower trading volumes and liquidity of the Company’s shares, we have set the reverse split formula at a level that we believe may also allow larger institutional firms whose internal policies currently prevent them from trading in our shares to do so potentially offsetting volume and liquidity concerns. However, there can be no assurance that there will be any positive effect on the Company or its Common Stock that results from the Reverse Stock Split. There can be no assurance that the market price for our Common Stock, immediately or shortly after the proposed Reverse Stock Split, if approved, will rise, or that any rise which may occur will be sustained. Market conditions are outside of the Company's control, and are influenced by investor attitudes and external conditions.

This is not a "going private" transaction, and no shareholders will be reduced to less than one share. This action will not have the effect of reducing our shareholders to less than 300, and we will continue to be required to file reports and other information with the SEC pursuant to Sections 13 or 15(d) of the Securities and Exchange Act of 1934, as amended.