Business Context and Reporting Period
This Form 8-K Current Report was filed by One Stop Systems, Inc. on August 5, 2026, covering events occurring on July 31, 2026. The filing primarily addresses the retirement of the Company's VP of Sales, Robert Kalebaugh, and the subsequent execution of new employment and consulting arrangements.
Key Financial Metrics
This filing is a current report regarding corporate governance and personnel changes. It does not provide financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics. No financial data is disclosed in this document.
Material Changes
- Executive Departure: Robert Kalebaugh retired from his position as VP of Sales effective July 31, 2026.
- Agreement Execution: The Company entered into an Amended and Restated Employment Agreement and a new Consulting Agreement with Mr. Kalebaugh on July 31, 2026.
- Compensation Structure: The agreements establish eligibility for a prorated annual bonus and define the treatment of outstanding equity awards upon retirement.
Outlook, Risks, and Management Commentary
Consulting Arrangement: Mr. Kalebaugh will serve as an independent contractor providing part-time strategic counsel. The Consulting Agreement has an initial term through July 31, 2027, with provisions for successive one-year renewals unless terminated.
Termination Rights: The Company may terminate the Consulting Agreement at any time with 30 days' prior written notice. Immediate termination is permitted for uncured breaches within 10 business days.
Equity Incentives: Future compensation under the consulting role is tied to discretionary performance-based equity awards, contingent on strategic success determined by the CEO and approved by the Board or Compensation Committee. Existing unvested restricted stock awards will continue to vest provided Mr. Kalebaugh continues consulting services through applicable vesting dates.
Investor Verification Checklist
- Verify the specific terms of the "prorated annual bonus" and the criteria for "strategic success" in the attached Exhibits 10.1 and 10.2.
- Confirm the total number of outstanding unvested restricted stock awards held by Mr. Kalebaugh to assess potential dilution or expense recognition.
- Review the Company's succession plan for the VP of Sales role, as this filing does not disclose a replacement.
- Check subsequent filings for any financial impact related to the retirement bonus or consulting fees.