ONE STOP SYSTEMS, INC. 8-K

What Happened
ONE STOP SYSTEMS, INC. announced it entered into and completed a Shares Purchase Agreement dated December 30, 2025, selling 100% of One Stop Systems, GmbH (the parent of Bressner Technology GmbH) to Hiper Euro GmbH. The base purchase price was $22.0 million, paid in cash at closing subject to customary post-closing adjustments, escrow and a holdback.

Key Details

• Buyer: Hiper Euro GmbH (Germany); Seller entity: One Stop Systems, GmbH (holds Bressner Technology GmbH).
• Base purchase price: $22.0 million, subject to post-closing adjustments for net working capital, cash, indebtedness and seller transaction expenses.
• Mechanics: Buyer funded an escrow to secure adjustments, paid certain transaction expenses on the Company’s behalf, and paid remaining estimated closing cash consideration net of a holdback equal to 50% of the initial retention under the buyer’s representation & warranty insurance (RWI).
• RWI: Buyer obtained buyer-side representation and warranty insurance with a $5.0 million coverage limit; insurance cost shared equally between the parties.
• Timing and dispute resolution: Buyer must deliver a closing statement within 90 days; adjustment disputes are to be resolved by an independent accounting firm.
• Other terms: SPA includes customary reps, warranties, indemnities (mutual, with negotiated caps/limitations), and post-closing restrictive covenants (confidentiality, non-solicit, non-disparagement) with time limits.

Why It Matters
The transaction removes the German operating/company interest (One Stop Systems, GmbH/Bressner) from OSS’s consolidated operations and provides immediate cash consideration to OSS subject to escrow, holdback and final adjustment. Investors should note the final cash received may change after the post-closing working capital, cash and indebtedness true-ups and any escrow recoveries. The presence of RWI and negotiated indemnities affects how post-closing claims between buyer and seller are likely to be resolved and limits certain direct exposures for the company. The company also filed unaudited pro forma condensed consolidated financial information related to the transaction as an exhibit to the 8-K.