Item 8.01. Other Events.

On September 23, 2009, GSE Systems, Inc. (the "Company") issued a press release announcing that its underwriter exercised an over-allotment option in full to purchase an additional 375,000 shares of the Company's common stock at a public offering price of $6.00 per share. The over-allotment option was granted to the underwriter in connection with the Company's previously announced public offering which was reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2009.

The exercise of the over-allotment option brings the total number of shares of common stock sold by the Company in such public offering to 2,875,000 at a public offering price of $6.00 per share and the aggregate net proceeds received by the Company to approximately $15.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds for general working capital purposes and to fund acquisitions and other strategic opportunities.

Roth Capital Partners, LLC, acted as the sole underwriter of the offering.

The closing with respect to the over-allotment option took place on September 23, 2009. The Company's press release is filed as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as exhibit to this report:

Exhibit No. Description

99.1 Press Release, dated September 23, 2009.