GEE Group Inc. — Major Shareholding Notification 2021

Apr 26, 2021

SC 13G 1 job-sc13g_041621.htm ACQUISITION OF BENEFICIAL OWNERSHIP Field: Rule-Page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

| Gee
Group Inc. |
| --- |
| (Name
of Issuer) |
| Common
Stock, no par value |
| (Title
of Class of Securities) |
| 36165A102 |
| (CUSIP
Number) |
| April
16, 2021 |
| (Date
of Event Which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| ☐ | Rule
13d-1(b) |
| --- | --- |
| ☒ | 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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CUSIP No . 36165A102

| 1 | NAME
OF REPORTING PERSONS Altium Capital Management, LP I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 82-2066653 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware,
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING 0 |
| | 6 | SHARED VOTING
POWER 10,000,000
shares of Common Stock |
| | 7 | SOLE DISPOSITIVE
POWER 0 |
| | 8 | SHARED DISPOSITIVE
POWER 10,000,000
shares of Common Stock |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000
shares of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4% (1) | |
| 12 | TYPE
OF REPORTING PERSON IA,
PN | |

(1) Based on 105,978,653 shares of Common Stock outstanding as of April 14, 2021 as set forth in the Issuer’s 424b3 filed with the Securities and Exchange Commission on April 16, 2021.

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CUSIP No . 36165A102

| 1 | NAME
OF REPORTING PERSONS Altium Growth Fund, LP I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 82-2105101 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware,
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING 0 |
| | 6 | SHARED VOTING
POWER 10,000,000
shares of Common Stock |
| | 7 | SOLE DISPOSITIVE
POWER 0 |
| | 8 | SHARED DISPOSITIVE
POWER 10,000,000
shares of Common Stock |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000
shares of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4% (1) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

(1) Based on 105,978,653 shares of Common Stock outstanding as of April 14, 2021 as set forth in the Issuer’s 424b3 filed with the Securities and Exchange Commission on April 16, 2021.

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CUSIP No . 36165A102

1	NAME OF REPORTING PERSONS Altium Growth GP, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 82-2086430
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING 0
	6	SHARED VOTING POWER 10,000,000 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 10,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4% (1)
12	TYPE OF REPORTING PERSON OO

(1) Based on 105,978,653 shares of Common Stock outstanding as of April 14, 2021 as set forth in the Issuer’s 424b3 filed with the Securities and Exchange Commission on April 16, 2021.

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CUSIP No. 36165A102

| Item
1(a). — Item
1(b). | | Name
of Issuer: Gee
Group Inc. (the “Issuer”) — Address
of Issuer’s Principal Executive Offices: 7751 Belfort Parkway, Suite 150 Jacksonville,
Florida 32256 | |
| --- | --- | --- | --- |
| Item
2(a). | | Name of
Person Filing: This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management,
LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium
Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Altium
Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund. Each reporting
person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person
is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by
this statement. Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate,
or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer
or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | |
| Item
2(b). | | Address
of Principal Business Office or, if None, Residence: | |
| | | The
address of the principal business office of each of the reporting persons is 152 West 57th Street, FL 20, New York, NY 10019 | |
| Item
2(c). | | Citizenship: | |
| | | See
Item 4 on the cover page(s) hereto. | |
| Item
2(d). | | Title
of Class of Securities: | |
| | | Common
Stock | |
| Item
2(e). | | CUSIP
Number: 36165A102 | |
| 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: | | |
| | (a) | ☐ | Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| | (b) | ☐ | Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |

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| CUSIP
No. — (c) | ☐ | Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| --- | --- | --- |
| (d) | ☐ | Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |

| | (f) | ☐ | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| --- | --- | --- | --- |
| | (g) | ☐ | A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
| | (h) | ☐ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | (i) | ☐ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3); |
| | (j) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item
4. | Ownership. | | |
| | Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in
Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting
Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 105,978,653 shares of Common Stock
outstanding as of April 14, 2021 as set forth in the Issuer’s 424b3 filed with the Securities and Exchange Commission on April
16, 2021. | | |

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CUSIP No . 36165A102

| 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 or Control Person. |
| | Not applicable |
| Item 8. | Identification and
Classification of Members of the Group. |
| | Not applicable |
| Item 9. | Notice of Dissolution
of Group. |
| | Not applicable |
| Item 10. | Certification. |

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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

| Dated: | April
26, 2021 |
| --- | --- |
| Altium Capital Management, LP | |
| By: | /s/ Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | CEO |
| Altium Growth Fund, LP | |
| By:
Altium Growth GP, LLC | |
| Its: General Partner | |
| Signature: | /s/
Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | Managing Member
of Altium Growth GP, LLC |
| Altium
Growth GP, LLC | |
| By: | /s/
Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | Managing Member |

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EXHIBIT INDEX

EXHIBIT 1:

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

Members of Group

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EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

| Dated: | April
26, 2021 |
| --- | --- |
| Altium Capital Management, LP | |
| By: | /s/ Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | CEO |
| Altium Growth Fund, LP | |
| By:
Altium Growth GP, LLC | |
| Its: General Partner | |
| Signature: | /s/
Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | Managing Member
of Altium Growth GP, LLC |
| Altium
Growth GP, LLC | |
| By: | /s/
Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | Managing Member |

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