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): February 15, 2020
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)
(760) 745-9883
(Registrant’s telephone number, including area code)
N/A
(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, par value $0.0001 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 February 15, 2020, the Board of Directors (the “Board”) of One Stop Systems, Inc., a Delaware corporation (the “Company’), terminated the employment of the Company’s Chief Executive Officer, Steve Cooper. Mr. Cooper’s departure is not due to any disagreement with the Company regarding its financial reporting, policies or practices or any potential fraud relating thereto. Mr. Cooper will continue to serve as a member of the Board.
On February 15, 2020, the Board appointed David Raun as the Company’s interim Chief Executive Officer. Mr. Raun has served on the Board since December 2016. The Company anticipates that it will enter into a mutually acceptable employment agreement with Mr. Raun, which it will file by amendment to this Form 8-K. In connection with Mr. Raun’s appointment as interim Chief Executive Officer, Mr. Raun will remain on the Board.
Mr. Raun, 57, has served on the Board since December 2016. Mr. Raun previously served as the chief operations officer at Home Bay, an on-line technology base real estate company. Previously, Mr. Raun was the president, interim chief financial officer and COO of ASSIA, Inc. a Silicon Valley-based SaaS and strategic partner and solutions vendor to broadband service providers worldwide until August 2018. Prior to ASSIA, he was with PLX Technology, Inc., a publicly-traded company on Nasdaq, from 2004-2014 where he eventually became president, chief executive officer and a director. As president and chief executive officer he led the company to an acquisition by Avago (now Broadcom). Mr. Raun holds a B.S. in computer and electrical engineering from University of California, Santa Barbara. In all, Mr. Raun holds more than 20 years of experience at senior management and board levels in public and private companies.
There is no arrangement or understanding between Mr. Raun and any other person pursuant to which Mr. Raun was appointed as an executive officer. There are no family relationships between Mr. Raun and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Raun is not a participant in, nor is Mr. Raun 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 (the “Exchange Act”), in connection with this appointment.
| Item 7.01 |
Regulation FD Disclosure. |
On February 18, 2020, the Company issued a press release announcing the termination of its Chief Executive Officer. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this report.
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.
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| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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| 99.1 |
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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. | ||||||
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Dated: February 18, 2020 |
By: |
/s/ John W. Morrison, Jr. |
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| John W. Morrison, Jr. | ||||||
| Chief Financial Officer | ||||||
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Exhibit 99.1
One Stop Systems Appoints David Raun as Interim President and CEO
Escondido, CA – February 18, 2020 – One Stop Systems, Inc. (Nasdaq: OSS), the leading provider of specialized high performance computing solutions for mission critical edge applications, has appointed company director, David Raun, as interim president and CEO, succeeding Steve Cooper, who will continue as a member of the board of the directors. Raun will serve in the interim capacity until the board selects a new president and CEO.
“The Board of Directors of One Stop Systems believes that there are substantial opportunities to significantly enhance shareholder value,” said Ken Potashner, chairman of the board. “The OSS board of directors has decided that a change in leadership is required to achieve that objective. We want to recognize Steve’s leadership and contributions over the years, and we look forward to his continued contribution as a director. David’s extensive executive and board experience made him ideally suited for this position.”
Raun brings to the interim position more than 24 years of senior management and board experience, including serving on the board of OSS since December 2016 and on its audit committee since April 2018. He previously served as president and COO of ASSIA, a Silicon Valley-based SaaS provider serving broadband service providers worldwide. Earlier he served as president, CEO and a director of PLX Technology, a Nasdaq-traded company, where he led the company to achieving record revenue, profits and market dominance before its eventual acquisition by Avago (now Broadcom). He holds a B.S. in computer and electrical engineering from University of California, Santa Barbara.
About One Stop Systems
One Stop Systems, Inc. (OSS) designs and manufactures innovative specialized ultra-high-performance computing building blocks and platforms for OEMs that provide edge systems to scientists, engineers, creators and other professionals for their mission critical applications. These specialized platforms include customized servers, compute accelerators, flash storage arrays, expansion systems and storage software. The products are used for deep learning, AI, defense, 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 enables AI on the Fly® by bringing AI datacenter performance to ‘the edge’ and on mobile platforms, and by addressing the entire AI workflow, from high speed data acquisition to deep learning, training and inference. OSS products are available directly or through global distributors. For more information, go to www.onestopsystems.com.
Forward-Looking Statements
One Stop Systems 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: the performance of our products, technology, and their intended application and use, industry trends regarding deployment of computing power in the field, our ability
to quickly identify a successor CEO and provide for a seamless transition 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
Investor Relations
Ronald Both or Grant Stude
CMA
Tel (949) 432-7557