8-K

ONE STOP SYSTEMS, INC.

Dated: February 9, 2023

/s/ David Raun

David Raun

President and Chief Executive Officer

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): February 9, 2023

ONE STOP SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-38371

33-0885351

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

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 5.02

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

On February 9, 2023, One Stop Systems, Inc. (the “Company”) announced that David Raun, the Company’s Chief Executive Officer, will be stepping down, effective upon the appointment of his successor. The Company has not yet identified a candidate to fill the position, and the date on which Mr. Raun will step down from such role has not yet been determined; however, the Company has retained an internationally recognized search firm to aid in the effort to identify a successor. Mr. Raun will continue to serve as a member of the company’s Board of Directors.

Mr. Raun’s election to step down was not due to any disagreement with the Company regarding its financial reporting, policies or practices or any potential fraud relating thereto.

Item 7.01

Regulation FD Disclosure

On February 9, 2023, the Company issued a press release announcing Mr. Raun’s election to step down from his role as Chief Executive Officer of the Company, as well as an update regarding the Company’s business strategy going forward. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

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 on Form 8-K (“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.

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release, dated February 9, 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.

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Exhibit 99.1

LOGO

OSS Chief Executive Officer David Raun to Step Down

Following Appointment of Successor

Mr. Raun to Continue as a Member of the Board of Directors

ESCONDIDO, Calif., February 9, 2023 – One Stop Systems, Inc. (Nasdaq: OSS), a leading provider of AI Transportable compute and storage solutions at the edge, announced today that its chief executive officer, David Raun, will be stepping down, effective upon the appointment of his successor. The company has not yet identified a candidate to fill the position, however it has retained an internationally recognized search firm to aid in this effort. Mr. Raun will continue to serve as a member of the company’s Board of Directors.

Under Raun’s leadership, OSS has been executing a multi-year strategy to position the company for accelerated growth and greater long-term shareholder value. Soon after assuming his role in 2020, Raun fortified the balance sheet through profitability and increased cash infusions, producing a solid cash position. In 2021, Raun implemented new product and market strategies, innovating on the company’s core competencies, leading to new business engagements in military and industrial AI and Autonomous Transportation applications. Although the company continues to have success in Autonomous Trucking and other verticals, the focus and investments have been on AI Transportables in high-margin recurring opportunities throughout the Department of Defense (DOD).

As a result, in 2023, OSS expects to announce the incorporation of its latest technologies into some key military programs that it has been working on with the DOD and major prime contractors over the past few years, and additional projects are well underway. Much of this activity is centered around its new flagship “Rigel” platform, offering the most-compact, highest-performance ruggedized compute and storage product enabling AI and autonomy on the ground and in the air. The DOD and several prime contractors have indicated to OSS that adding this type of capability throughout the military theater is key toward maintaining the military superiority our country has enjoyed for decades.

“I am pleased and excited with the progress of the management team and the Board in repositioning OSS over the last few years to create great long-term value going forward,” said David Raun. “Based on this and the success we are currently seeing with the DOD, I feel it’s time to bring in new leadership with deep experience and high-level contacts in the defense sector to scale the opportunities and growth. In parallel with this announcement, today we also implemented several internal organizational changes to align our U.S.-based operations with this same objective. Meanwhile, during the search for my successor, I remain committed to our shareholders and our people to continue pushing forward, while facilitating a smooth transition. Once complete, I look forward to contributing as an active board member and significant shareholder.”

Ken Potashner, Chairman of the Board, remarked, “In my time with the company, there’s never been a more exciting time than now. The products that David and the management team have been working on for DOD projects are gaining acceptance and their forecasted integration is beyond our expectations. The Board appreciates—and has great respect for—David’s leadership in setting an exciting path for the company and for recognizing the opportunity to leverage the unique skill sets required to maximize the opportunities with the DOD, which we strongly believe is in the best interest of shareholders. The Board is pleased that David will stay engaged to enable a smooth transition to the right successor and it unanimously voted to have him continue to serve the company at the Board level.”

OSS plans to issue a press release to announce its latest contract awarded by the military on or about February 14, 2023, in conjunction with the first day of the Armed Forces Communications & Electronics Association International (AFCEA) West 2023 show in San Diego.

About One Stop Systems

One Stop Systems, Inc. (Nasdaq: OSS) is a global leader in AI Transportable solutions for the demanding ‘Edge.’ It designs and manufactures the highest performance compute and storage products that enable rugged autonomous and AI capabilities without compromise. These hardware and software platforms bring the latest data center performance to the harsh and challenging applications, whether they are on land, sea or in the air.

OSS products include ruggedized servers, compute accelerators, flash storage arrays, and storage acceleration software. These specialized compact products are used across multiple industries and applications, including autonomous trucking and farming, as well as aircraft, drones, ships and vehicles within the defense industry.

OSS solutions address the entire AI workflow, from high-speed data acquisition to deep learning, training and large-scale inference, and have delivered many industry firsts for industrial OEM and government customers.

As the fastest growing segment of the multi-billion-dollar edge computing market, AI Transportables require—and OSS delivers—the highest level of performance in the most challenging environments without compromise.

OSS products are available directly or through global distributors. For more information, go to www.onestopsystems.com. You can also follow OSS on Twitter, YouTube, and LinkedIn.

Forward-Looking Statements

One Stop Systems cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by One Stop Systems or its partners that any of our plans or expectations will be achieved, including but not limited to, the search for, and appointment of, a new chief executive officer and the effectiveness and/or success of the company’s business strategy. Actual results may differ from those set forth in this press release due to the risk and uncertainties inherent in our business, including risks described in our prior press releases and in our filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in our Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Media Contacts:

Katie Rivera

One Stop Systems, Inc.

Tel (760) 745-9883

Email contact

Tim Randall

CMA Media Relations

Tel (949) 432-7572

Email Contact

Investor Relations:

Ronald Both or Grant Stude

CMA Investor Relations

Tel (949) 432-7557

Email contact