On August 31, 2009, GSE Systems, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Roth Capital Partners, LLC (the "Underwriter") for the sale of 2,500,000 shares of the Company's common stock, par value $0.01 per share, for a public offering price of $6.00 per share, less discounts and commissions of $0.36 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter an option to purchase up to an additional 375,000 shares of common stock on the same terms within 30 days from the date of the Underwriting Agreement to cover over-allotments, if any. The offering is being made pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-161121) previously filed with the Securities and Exchange Commission.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the actual Underwriting Agreement, which is filed as an exhibit hereto.

On September 1, 2009, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this report. The Company's press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

(d) Exhibits.

The following is filed as exhibit to this report:

Exhibit No.      Description

1.1              Underwriting Agreement, dated August 31, 2009 between the Company
                 and Roth Capital Partners, LLC.
99.1             Press Release, dated September 1, 2009.