Business Context and Reporting Period
This Form 8-K Current Report was filed by One Stop Systems, Inc. on April 21, 2025, covering events occurring on April 16, 2025. The company is incorporated in Delaware and its common stock trades on The Nasdaq Capital Market under the symbol OSS.
Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the resignation of Mr. Joseph Manko, Jr. from the Board of Directors, effective immediately on April 16, 2025. Mr. Manko had served on the Board since November 2023 and was a member of both the Nominations and Compensation Committee and the Audit and Risk Committee.
Management Commentary, Risks, and Unusual Items
- Reason for Resignation: The company states the resignation was not related to any financial, accounting, or operations issues.
- Stated Disagreements: According to the resignation letter (Exhibit 99.1), Mr. Manko's departure was primarily due to disagreements regarding:
- The Company's corporate governance practices.
- The composition of the Company's leadership and Board.
- The exclusion of an individual he proposed for Board candidacy from the slate of directors for the upcoming 2025 Annual Meeting of Shareholders.
Key Facts for Investor Verification
- Verify the specific details of the "disagreements" regarding corporate governance and leadership composition outlined in the attached resignation letter (Exhibit 99.1).
- Confirm the identity of the proposed director candidate who was excluded from the 2025 Annual Meeting slate.
- Monitor the Company's announcement regarding the potential appointment of a replacement director to fill the vacancy on the Audit and Risk Committee and Nominations and Compensation Committee.
- Review the upcoming 2025 Annual Meeting proxy statement for any changes to the board slate or governance proposals.