One Stop Systems Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

One Stop Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 16, 2025, Mr. Joseph Manko, Jr. notified the Board of Directors (the “Board”) of One Stop Systems, Inc. (the “Company”) of his resignation from the Board, effective immediately. Mr. Manko was appointed to the Board in November 2023 and at the time of resignation he served on both the Nominations and Compensation Committee and the Audit and Risk Committee. His decision to resigned was not related to any financial, accounting or operations issue.

As described in his resignation letter attached hereto as Exhibit 99.1, his decision to resign from the Board was related primarily to disagreements with (i) the Company’s corporate governance practices, (ii) the composition of the Company’s leadership and Board, and (iii) the fact that the individual he proposed for Board candidacy was not included in the slate of directors to be voted on at the Company’s upcoming 2025 Annual Meeting of Shareholders.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.