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~~May 167, 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~~May 167, 2025, Mr. ~~Joseph~~Kenneth ~~Manko,~~Potashner ~~Jr.~~ notified the Board of Directors (the “Board”) of One Stop Systems, Inc. (the “Company”) of his ~~resignation~~intent ~~from~~to not stand for re-election to the Board,. ~~effective~~He ~~immediately~~will continue to serve until the end of his term at the Annual Meeting of Stockholders on May 14, 2025. Mr. ~~Manko~~Potashner has served on the Board since 2006 and was appointed to the Chairman of the Board in ~~November~~May ~~2023~~2019. ~~and~~At at the time of ~~resignation~~this decision, he served on both the ~~Nominations and~~ Compensation Committee and the ~~Audit~~Nominations and ~~Risk~~Corporate Governance Committee. ~~His~~Mr. Potashner’s decision to ~~resigned~~not stand for re-election was not ~~related~~the toresult of any ~~financial,~~disagreement ~~accounting~~with orthe Company on any matter relating to the Company’s operations, ~~issue~~policies or practices.

AsItem ~~described in his resignation letter attached hereto as Exhibit 99~~9.1,01 ~~his~~Financial ~~decision~~Statements ~~to resign from the Board was related primarily to disagreements with (i) the Company’s corporate governance practices, (ii) the composition of the Company’s leadership~~ and ~~Board, and (iii) the fact that the individual he proposed for Board candidacy was not included in the slate of directors to be voted on at the Company’s upcoming 2025 Annual Meeting of Shareholders~~Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits.


Exhibit		Description

99.1		Correspondence from Mr. Potashner dated May 7, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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)

SIGNATURES

~~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.

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:	May 9, 2025	By:	/s/ Michael Knowles
			Michael Knowles Chief Executive Officer

			ONE STOP SYSTEMS, INC.
Date:	April 21, 2025	By:	/s/ Michael Knowles
			Michael KnowlesChief Executive Officer

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