OSS 8-K
One Stop Systems, Inc. (OSS)
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
Date of Report (Date of earliest event reported): April 16, 2025 |
One Stop Systems, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-38371 |
33-0885351 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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2235 Enterprise Street #110 |
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Escondido, California |
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92029 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 760 745-9883 |
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(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:
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Trading |
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Common Stock, $0.0001 par value per share |
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OSS |
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The Nasdaq Capital Market |
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.
(d) |
Exhibits. |
Exhibit |
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Description |
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99.1 |
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Resignation Letter of Mr. Manko dated April 16, 2025 |
104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
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ONE STOP SYSTEMS, INC. |
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Date: |
April 21, 2025 |
By: |
/s/ Michael Knowles |
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Michael Knowles |
April 16, 2025
One Stop Systems, Inc.
2235 Enterprise Street #110
Escondido, California 92029 Attn: Board of Directors
Dear OSS Board Members,
This letter serves as notice of my resignation from the Board of Directors (the “Board”) of One Stop Systems, Inc. (“OSS” or the “Company”), effective immediately. While I appreciated the opportunity to work closely with several of you to help the Company explore opportunities to achieve its potential and work to improve its governance practices, I can no longer serve as a member of this Board supporting the slate of nominees disclosed in the Company’s proxy statement filed Monday for election at the Company’s 2025 Annual Meeting of Shreholders (the “2025 Annual Meeting”). As you are aware, I voted against the Company’s slate of nominees for election at the 2025 Annual Meeting, and I cannot, and will not, support the Board practices and boardroom culture that culminated in the approval of this slate of nominees, particularly with respect to Chairman Kenneth Potashner.
My decision to resign from the Board is therefore based on my disagreements with the Company’s governance practices and the composition and leadership of this Board, as I have repeatedly expressed to you. As you know, I joined this Board in November of 2023 because, as a large shareholder, I was concerned about the governance issues at this Company. OSS was underperforming and I felt the executive transition was handled poorly. Further, the Chairman was taking special additional compensation, and the Board had lost the confidence of the shareholder base. At the time, shareholders were even holding up approval of the Company’s proposed equity plan in protest.
Despite my conviction in the value potential of OSS, the past 17 months as a Board member have been disappointing. As you are likewise aware, the Company’s governance practices have consistently been flagged as concerning by leading proxy voting advisory firm Institutional Shareholder Services, Inc., resulting in adverse voting recommendations against certain OSS directors. While some progress has been made, it appears that this Board is unwilling to make the tough decisions needed to be a better public company. Although many of you have shared similar concerns to me, I simply do not have the power as a single director to push through the required governance changes and it has become clear to me that such changes will not occur if Chairman Potashner remains on the Board.
For the sake of clarity and by way of a brief recap, please see the below for an overview of the reasons I can no longer serve as an OSS director.
shareholder concerns. Even adopting something as simple and shareholder-friendly as a majority voting standard was extremely difficult for me to push through as a director.
For the reasons set forth above, I voted against putting forth the current slate of directors and as an outside shareholder. I intend to only vote for those directors who are putting shareholder interests first. The decision to tender my resignation in this manner is not one that I take lightly. I recognize that improved corporate governance alone does not automatically create significant shareholder value, but in my opinion and experience, poor corporate governance will certainly impede the realization of that goal. The decision to nominate the Chairman for election at the 2025 Annual Meeting, in my opinion, represents a failure of the Board to represent the best interest of all shareholders. In my view, given the critical function we play as directors in this regard, our fiduciary duties compelled us to address shareholders’ continued concerns regarding the Company’s governance and, specifically, with respect to the continued service of Mr. Potashner on the Board.
Notwithstanding the foregoing, one thing I think we can all agree on is that OSS is a great company. However, there is much work to do to drive continued improvement in strategy, operations and governance. In my view, this requires renewed energy in Board leadership and Board composition, including fresh and open-minded perspectives, as opposed to a continuation of the same approach, leadership and mindset that continues to plague OSS. I intend to continue to remain a shareholder of the Company and reserve all rights to take any action that I deem necessary to represent the best interests of all OSS shareholders.
Sincerely,
Joe Manko