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): ~~March~~April 1316, 2025

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)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 760 745-9883

    

(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:

☐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, $0.0001 par value 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 April 1216, 2025, MsMr. GioiaJoseph MessingerManko, Jr. notified the Board of Directors (the “Board”) of One Stop Systems, Inc. (the “Company”) of herhis intentresignation to resign from the Board, effective theimmediately. dateMr. ofManko thewas upcomingappointed annualto shareholderthe meetingBoard onin MayNovember 14,2023 2025; and confirmingat shethe intendstime toof notresignation standhe forserved re-election.on .both Ms.the MessingerNominations wasand appointedCompensation toCommittee and the BoardAudit inand JulyRisk 2020Committee. HerHis decision to resignresigned from the Board was not related to any disagreement with the Company on any matter relating to its operationsfinancial, policiesaccounting or practicesoperations issue.

ItemAs 5described in his resignation letter attached hereto as Exhibit 99.031, Amendmentshis decision to Articlesresign from the Board was related primarily to disagreements with (i) the Company’s corporate governance practices, (ii) the composition of Incorporationthe orCompany’s Bylaws;leadership Changeand Board, and (iii) the fact that the individual he proposed for Board candidacy was not included in Fiscalthe Yearslate of directors to be voted on at the Company’s upcoming 2025 Annual Meeting of Shareholders.

OnItem March 13, 2025, the Board of the Company adopted the Second Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws (i) consolidate the amendments to the first amended and restated bylaws (the “Previous Bylaws”) dated April 7, 2023 and August 9~~, 2024; and (ii) the first sentence of Section 2~~.801 ~~was~~Financial ~~amended~~Statements and ~~restated to read:~~Exhibits.

~~“Unless~~(d) otherwise provided by law, the certificate of incorporation or these bylaws, the holders of the majority of the voting power of the capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders”Exhibits.

The foregoing summary of the changes implemented by the adoption of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Exhibit		Description

99.1		Resignation Letter of Mr. Manko dated April 16, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit		Description
			ONE STOP SYSTEMS, INC.
3.1		Second Amended and Restated Bylaws of One Stop Systems, Inc.
Date:	April 21, 2025	By:	/s/ Michael Knowles
99.1		Resignation Letter of Ms, Messinger dated April 12, 2025
			Michael KnowlesChief Executive Officer
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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.
Date:	April 15, 2025	By:	/s/ Michael Knowles
			Michael KnowlesChief Executive Officer

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