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): January 31, 2019

 

 

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

(760) 745-9883

(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

 

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 (see General Instruction A.2 below):

 

☐

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))

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 January 31, 2019, the Board of Directors of One Stop Systems, Inc., a Delaware corporation (the “Company”), increased the size of the Board of Directors (the “Board”) from six (6) members to seven (7) members and appointed Kimberly C. Sentovich as a director of the Company to fill the newly created directorship until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

The Board had previously reduced the size of the Board from seven (7) members to six (6) members, effective May 22, 2018, due to the retirement of William Carpenter from the Board.

Ms. Sentovich, 51, is a seasoned merchandising, operations, IT and supply chain executive with 30 years of experience with multi-billion-dollar profit and loss responsibility. From 2017 to 2018, Ms. Sentovich served as the Senior Vice President of Operations for Torrid, an apparel retailer. From 2015 to 2017, Ms. Sentovich was Executive Vice President of Stores and Logistics at Gymboree, responsible for all 1300 company owned stores in North America. Ms. Sentovich previously spent seven years (2008-2015) at Walmart rising from Regional Vice President of Operations – California to Divisional Senior Vice President of Operations – Pacific Division and fifteen years at The Home Depot (1993-2008) rising to the level of Regional Vice President of Operations. Ms. Sentovich obtained her MBA from The Paul Merage School of Business, University of California, Irvine and her B.A. in Philosophy and Political Science with a Minor in economics from Bryn Mawr College. Ms. Sentovich’s extensive executive and operations experience, as well as her independence, judgment and exceptional leadership experience makes her a valuable addition to the Board.

There are no arrangements or understandings between Ms. Sentovich and any other person pursuant to which Ms. Sentovich was selected as a director of the Company. Ms. Sentovich is not a participant in, nor is she to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Other than the Company’s formal plan for compensating its independent directors for their services approved by the Board, there are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Ms. Sentovich, or any grants or awards made to Ms. Sentovich, in connection with her election to the Board.

 

Item 7.01

Regulation FD Disclosure.

On February 1, 2019, the Company announced the appointment of Ms. Sentovich to the Board. A copy of the press release issued by the Company announcing Ms. Sentovich’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release of One Stop Systems, dated February 1, 2019

 

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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.
Dated: February 1, 2019     By:  

/s/ Steve Cooper

      Steve Cooper
      President, Chief Executive Officer and Chairman

 

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Exhibit 99.1

 

LOGO

OSS Appoints Kimberly Sentovich to Board of Directors

ESCONDIDO, Calif. – February  1, 2019 – One Stop Systems, Inc. (Nasdaq: OSS), has appointed Kimberly Sentovich to its board of directors, effective immediately. Following her appointment, the board will be comprised of seven members with four serving as independent directors.

Sentovich brings more than 30 years of operational and senior-level executive experience to OSS across many areas of corporate enterprise, from finance, business development, e-Commerce and IT, to supply chain management, human resources, customer service and public relations. Her executive experience includes multibillion-dollar profit & loss (P&L) responsibility for Fortune 500 companies that include Walmart and The Home Depot.

“We welcome Kim’s deep knowledge and experience gained from serving in senior roles at large corporate enterprises,” said OSS chairman, president and CEO, Steve Cooper. “We look forward to benefiting from her guidance and expertise in business growth and processes as we continue expanding our operations to meet the growing demands for specialized, high-performance computing solutions around the world.”

Sentovich currently serves as a consultant to private equity portfolio companies and retailers in the U.S. and Canada. She was previously senior vice president of operations at Torrid, a retailer of women’s apparel where she oversaw 550 company-owned stores in U.S. and Canada. Earlier, she served as executive vice president of stores and logistics for Gymboree, a retailer of children’s clothes and accessories, where she was responsible for 1,300 company-owned stores in North America.

Before Gymboree, she served in several roles with increasing responsibility at Walmart, including divisional senior vice president of operations. In this position, she had P&L and operations responsibility for the company’s fastest-growing region, with more than 300 stores. She established Walmart’s U.S. Women in Retail Field program and Women in Leadership Conference while serving on Walmart CEO’s Global Council of Women Leaders.

Prior to Walmart, she served The Home Depot in several roles over the span of 15 years, lastly as regional vice president of operations. While serving as The Home Depot’s vice president of merchandizing, she led a doubling of sales in the Expo division to over $1 billion.

“I’m excited to join OSS at this pivotal stage of its growth and as it embarks on a new year,” commented Sentovich, “and especially after a successful IPO last year that supported two significant acquisitions that helped to expand its market and geographic reach. I hope to offer perspectives and insights from my past experiences in terms of building and scaling teams and business processes.”

Sentovich is currently a member of Children’s Hospital of Orange County Board of Directors, and a former chair and current member of the Chief Executive Roundtable, University of California, Irvine.

 

1

Sentovich has received multiple awards of excellence and recognition, including the 2016 Orange County Business Journal Women in Business Award and as one of the Top 10 “ Women to Watch ” by OC Metro Magazine in 2014. She was also named one of the “ Women Worth Watching ” in 2010 by Profiles in Diversity Journal.

She earned her Bachelor of Arts in Philosophy and Political Science from Bryn Mawr College, and MBA from The Paul Merage School of Business at the University of California, Irvine.

About One Stop Systems

One Stop Systems, Inc. (OSS) designs and manufactures high performance compute accelerators, flash storage arrays and customized servers for deep learning, AI, defense, medical, finance and entertainment applications. OSS utilizes the power of PCI Express, the latest GPU accelerators and NVMe flash cards to build award-winning systems, including many industry firsts, for OEMs and government customers. The company’s innovative products offer exceptional performance and unparalleled scalability. OSS products are available directly and through global distributors. For more information, go to www.onestopsystems.com

Forward-Looking Statements

One Stop Systems (OSS) cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by One Stop Systems that any of our plans will be achieved. Actual results may differ from those set forth in this press release due to the risk and uncertainties inherent in our business, including, without limitation, and other risks described in our prior press releases and in our filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in our Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Media Contact:

Katie Rivera

One Stop Systems, Inc.

Tel (760) 745-9883

Email contact

Investor Relations:

Ronald Both or Grant Stude

CMA

Tel (949) 432-7557

Email contact