GEE Group Inc. — Major Shareholding Notification 2022

Feb 11, 2022

SC 13G/A 1 gee-sc13ga_123121.htm ACQUISITION OF BENEFICIAL OWNERSHIP Field: Rule-Page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Gee Group Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
36165A102
(CUSIP Number)
December 31, 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 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON IA, PN

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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 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON PN

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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) x
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 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 36165A102

Item 1(a). Name of Issuer: Gee Group Inc. (the “Issuer”)

| Item
1(b). — Item
2(a). | | Address
of Issuer’s Principal Executive Offices: 7751 Belfort Parkway, Suite 150 Jacksonville,
Florida 32256 — 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. 36165A102

| | (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. | | |
| | As
of the close of business on December 31, 2021, each of the Reporting Persons had no beneficial ownership of the Issuer’s Common
Stock. | | |

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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 [X]
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.
	Not applicable

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:	February 11, 2022
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 :
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:	February 11, 2022
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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