8-K

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 18, 2023

ONE STOP SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-38371	33-0885351
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

2235 Enterprise Street #110

Escondido, California 92029

(Address of Principal Executive Offices)

(760) 745-9883

(Registrant’s Telephone Number, including area code)

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 (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.0001 per share	OSS	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 7.01 Regulation FD Disclosure.

On April 18, 2023, One Stop Systems, Inc. (the “Company”) published a letter to its stockholders. A copy of the letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. In addition, a copy of this letter will be posted to the Company’s website.

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.	Description
99.1	Stockholder Letter, dated April 18, 2023.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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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.

	ONE STOP SYSTEMS, INC.
Dated: April 18, 2023	By:	/s/ David Raun
		David Raun
		President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

Dear Fellow Stockholders,

OSS accomplished significant achievements this past year, including the continued validation of our strategy, which we believe should position the company for continued success. We gained momentum towards achieving our objective of providing the highest performance computing and storage platforms for AI Transportable applications.

This has positioned us to pursue substantial opportunities that have the potential to result in revenue growth and margin enhancement in multiple markets. Due to the strength of our product portfolio, we believe that we are well positioned to accelerate our penetration in key markets with a special emphasis on the defense sector.

Our strategic focus on the AI Transportables space, a rapidly expanding segment of the multi-billion-dollar edge computing market introduced in 2021, continued to drive new program wins, layering in a pipeline which we believe can support solid growth in this higher margin business over the coming years.

OSS ended 2022 with 19 new significant wins for the year, up from 14 in 2021. These 2022 wins are expected to yield approximately $10 million in 2023, and more in the following years. 13 of the 19 were for our AI Transportable solutions, which contributed towards our financial achievement of record revenues of $72.4 million and adjusted EBITDA of $5.2 million.

AI Transportable Progress - Industrials

During the year, we announced our partnerships with key autonomous truck companies, utilizing our Centauri and SDS product lines. This resulted in two of these truck companies rising into our top-ten customer list for the year.

We believe this segment of our market will continue to grow. Upon reaching a production state, this segment could produce a significant inflection point in upward revenues for OSS.

Throughout 2022, we announced additional AI Transportable wins, including the deployment of our mobile storage products for the purpose of gathering signal data for one of the nation’s largest cellular carriers.

Military Theatre Tailwinds & Validation

Parallel to these quicker to market industrial applications, we have remained focus over the past two years on the pursuit of AI Transportable opportunities within the military theatre.

We believe the military, with its broader base of opportunities driving higher margins and revenue, will be the main building block of value for our shareholders over the coming years.

The Army, Navy, Marine Corps, and Air Force are all deploying autonomous and/or AI capabilities, creating new opportunities and tailwinds for OSS.

We are now engaged at various levels with most of the largest military prime contractors in the U.S. Several of these expanded engagements have led to multiple bids submitted by the primes

to the DoD using our products, covering multiple applications on land, by sea and in the air.

During this process, we have also worked directly with several branches of the military, providing us more visibility into programs, developing relationships with decision makers, and in several cases, we are now in the enviable position of having influence on product specifications for RFQs.

Driving our strategic progress are our innovative flagship product called “Rigel,” our well-positioned sales representatives, the strengthening of our internal team and our military advisory board constituted in 2022. Rigel is the most compact, rugged supercomputer in the world with performance that has induced the DoD, in some applications, to move away from the entrenched, slower VPX standard that the military embraced for years. Rigel’s higher performance enables the defense sector to implement autonomous and AI capabilities not possible with previously adopted technologies.

With the validation of our military AI Transportables strategy in 2022, we have elected to make certain strategic changes to accelerate growth and increase shareholder value. It became evident that strengthening our organization with leaders who have deeper experience and connections within the military sector is likely to accelerate our participation in, and infiltration of, this space.

As previously announced, we are in the process of identifying and bringing on a new CEO and a VP of Sales with significant military experience. We expect that this will be followed by reprofiling the Board of Directors to facilitate this additional focus on the defense sector. We expect this transition to be complete by the end of the year.

Looking Ahead

We believe that market validation of our AI Transportable strategy is the foundation for continued revenue growth, margin improvement and profitability of OSS.

With the strength of our balance sheet, we believe we have the resources for investment into new products and technologies, as well as the resources to adapt to changing markets and shifts in the business climate.

We would like to extend our appreciation to all of our OSS team members for their contribution and unwavering commitment to quality, productivity and record financial performance. Most importantly, we would also like to thank our shareholders and customers for their continued support as we continue this exciting journey.

Yours truly,

David Raun<br><br><br>President & CEO	Ken Potashner<br> <br>Chairman