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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): May 15, 2024

 

 

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.

As described in Item 5.07 below, on May 15, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of One Stop Systems, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”), to increase the number of shares of common stock authorized for issuance thereunder from 3,000,000 shares to 5,000,000 shares. The Plan Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to stockholder approval, on March 15, 2024. The Plan Amendment became effective on May 15, 2024 following receipt of stockholder approval.

Additional information regarding the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on April 15, 2024, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment No. 3 to 2017 Equity Incentive Plan of the Company, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 15, 2024, the Company held the Annual Meeting in a virtual format. At the close of business on March 22, 2024, the record date for the Annual Meeting, there were 20,765,435 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the record date. At the Annual Meeting, 13,735,961 of the Company’s 20,765,435 shares of common stock entitled to vote as of the record date, or approximately 66.2%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.

The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement.

The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: The Company’s stockholders elected seven directors, each to hold office until the Company’s next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to prior death, resignation, or removal, as follows:

Nominees

Votes For

Votes Against

Abstentions

Broker Non-Votes

Kenneth Potashner

3,526,601

5,645,764

534,365

4,029,231

Mitchell Herbets

9,489,709

207,473

9,548

4,029,231

Mike Dumont

9,488,078

207,671

10,981

4,029,231

Joseph Manko, Jr.

9,288,456

269,732

148,542

4,029,231

Greg Matz

7,421,818

2,275,547

9,365

4,029,231

Gioia Messinger

6,092,286

3,595,118

19,326

4,029,231

Michael Knowles

9,493,156

204,904

8,670

4,029,231

Proposal No. 2: The Company’s stockholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

12,875,165

850,599

10,197

-

 

Proposal No. 3: The Company’s stockholders approved the Plan Amendment to increase the number of shares of the Company's common stock authorized for issuance under the 2017 Plan from 3,000,000 shares to 5,000,000 shares, pursuant to the terms and conditions of the 2017 Plan, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

5,782,090

3,909,420

15,220

4,029,231

 

Proposal No. 4: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

6,937,032

2,336,838

432,860

4,029,231


 

Proposal No. 5: The Company’s stockholders voted, on a non-binding advisory basis, in favor of holding an advisory vote to approve the compensation of the Company’s named executive officers on an annual basis, as follows:

1 Year

2 Years

3 Years

Abstentions

Broker Non-Votes

6,415,225

146,185

2,729,065

416,255

4,029,231

Based on these advisory vote results, the Board has determined that the Company will hold a stockholder advisory vote on executive compensation annually until the next required vote on the frequency of named executive officer compensation votes. As a result, the Company expects that the next advisory vote on the compensation of the Company’s named executive officers will be submitted to stockholders at the Company’s 2025 Annual Meeting.

Proposal No. 6: The Company’s stockholders approved the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal listed above at the time of the Annual Meeting, as follows:

Votes For

Votes

Against

Abstentions

Broker Non-Votes

10,234,907

3,138,187

57,986

304,881

Although Proposal No. 6 was approved by the Company’s stockholders, the chair of the Annual Meeting did not elect to adjourn the meeting, as all of the foregoing proposals were also approved.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 

 

Exhibit
No.

 

Description

 

 

10.1

 

Amendment No. 3 to 2017 Equity Incentive Plan of One Stop Systems, Inc., dated May 15, 2024.

104

 

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).


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:

May 20, 2024

By:

/s/ John Morrison

 

 

 

John Morrison
Chief Financial Officer