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): June 3, 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

(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:

 

☐

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.

At a meeting on June 3, 2020, 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 four (4) members to seven (7) members and appointed Sita M. Lowman, Greg W. Matz and Gioia Messinger as directors of the Company to fill the newly created directorships until each director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. These changes will be effective July 1, 2020.

The Board had previously reduced the size of the Board from seven (7) members to four (4) members effective as of June 3, 2020, in connection with the approval of the current Board at the Company’s 2020 annual stockholder meeting.

Sita M. Lowman

Mrs. Lowman, 55, is a Fortune 500 executive that drives enterprise business transformation. Her expertise for identifying market trends, for organizing multi-national diverse teams to quickly react to these trends, and for leveraging partnerships to expand globally make her frequently called upon to lead new business ventures. Currently, Mrs. Lowman serves as Vice President and General Manager for the Platform Services business of DXC Technologies, a multi-billion-dollar IT services Fortune 500 company. At DXC, she is actively engaging in strategic partnerships with the world’s largest public cloud providers and Enterprise application providers, with responsibilities including P&L financial management, GTM and operations activities. From 2013 to 2017, Mrs. Lowman was Senior Director, Enterprise Solutions on Demand Service Offering Management, Workload and Cloud for Hewlett Packard Enterprise. She has also held General Manager roles at Nortel Networks and Texas Instruments (TI) Defense Group (acquired by Raytheon). Mrs. Lowman holds a BSS of Electrical Engineering from Auburn University. Mrs. Lowman’s extensive Fortune 500 experience, including in the IT services, cloud enterprise and defense industries makes her well suited to serve in a director role with the Company.

There are no arrangements or understandings between Mrs. Lowman and any other person pursuant to which Mrs. Lowman was selected as a director of the Company. Mrs. Lowman 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 Mrs. Lowman, or any grants or awards made to Mrs. Lowman, in connection with her election to the Board.

Gioia Messinger

Ms. Messinger, 58, is an accomplished venture-backed executive and founder focused on innovation and market disruption. She has years of experience in consumer electronics, Internet of Things (IoT), robotics/AI and digital health as Founder/CEO, board member, consultant and venture capital advisor. From 2012 to present, Ms. Messinger has been the founder and principal of LinkedObjects, Inc. a strategic advisory services business focused on digital transformation brought about by AI and IoT. She is the past founder and CEO of Avaak, Inc. (NYSE:ARLO) that created Arlo, the award-winning smart video security system for home or business that defined the category and is now the market leader. She is a past founder and CEO of an early stage health care IT company and an early contributor to the development of the PillCam™ (NASDAQ:GIVN). Messinger served on the Board of Vicon Industries (NYSE:VII), a manufacturer of commercial video surveillance systems. She currently serves on the board of Kelzal (Qelzal Corporation), a venture-backed company in the AI space, and on the Council of Advisors of the UC San Diego Jacobs School of Engineering. Ms. Messinger obtained her MBA from the Paul Merage School of Business at the University of California, Irvine and her B.S. in Computer Engineering from University of California, San Diego. Ms. Messinger’s technical skills and understanding, thought leadership and industry relationships make her an invaluable addition to the Board.

 

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There are no arrangements or understandings between Ms. Messinger and any other person pursuant to which Ms. Messinger was selected as a director of the Company. Ms. Messinger 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. Messinger, or any grants or awards made to Ms. Messinger, in connection with her election to the Board.

Greg W. Matz

Mr. Matz, CPA, 60, is an experienced financial executive serving in controller, Vice President and CFO roles for over 20 years. Now retired, Mr. Matz is currently serving as a member of the board of directors and audit committee chair for Dare Bioscience, Inc. (NASDAQ:DARE), a public clinical-stage biopharmaceutical company. Mr. Matz also chairs the Dean’s Council for the University of San Francisco’s School of Management. From 2011 to 2016, he worked for The Cooper Companies, Inc. (NYSE:COO) holding roles as the Senior Vice President and Chief Financial Officer and Chief Risk Officer. From 2010 to 2011 Mr. Matz was the Chief Financial Officer for CooperVision, a business unit of The Cooper Companies, Inc. Prior to joining The Cooper Companies, Inc., he held key management roles in finance and marketing at Agilent Technologies and Hewlett Packard. He began his career at KPMG and is a CPA with an active certification. Mr. Matz graduated from the University of San Francisco with a B.S. in Business Administration and completed the University of Pennsylvania, The Wharton School’s Advanced Management Program. Mr. Matz is also a National Association of Corporate Directors (NACD) Board Leadership Fellow. Mr. Matz’s broad, technical financial expertise and public company board experience make him an ideal person to join the Board.

There are no arrangements or understandings between Mr. Matz and any other person pursuant to which Mr. Matz was selected as a director of the Company. Mr. Matz is not a participant in, nor is he 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 Mr. Matz, or any grants or awards made to Mr. Matz, in connection with his election to the Board.

 

Item 7.01

Regulation FD Disclosure.

On June 9, 2020, the Company announced the appointment of the three additional members to the Board. A copy of the press release issued by the Company announcing the appointments 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 June 9, 2020

 

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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: June 9, 2020     By:  

/s/ David Raun

      David Raun
      Interim Chief Executive Officer

 

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Exhibit 99.1

 

LOGO

OSS Appoints Three New Independent Board Members, Strengthening Corporate Governance

ESCONDIDO, Calif. – June 9, 2020 – One Stop Systems, Inc. (Nasdaq: OSS), a leader in specialized high-performance edge computing, has appointed three independent board members, Sita M. Lowman, Gioia Messinger, and Greg W. Matz, to its board of directors, effective July 1.

The new directors will join Chairman Kenneth Potashner and directors Kimberly Sentovich, Jack Harrison, and interim CEO, David Raun. Following the new appointments, the board will be composed of seven members, four men and three women, with six being independent directors.

“The addition of Sita, Gioia and Greg greatly complements our current board with valuable experience and knowledge in finance, M&A, marketing, risk management, senior-level leadership, and serving on public boards,” noted Potashner. “They bring to us proven cutting-edge technology, strong business and innovation expertise, and we are truly fortunate to have them join our board.”

Commented Raun: “Over the last 120 days, our board and management team have executed a number of key initiatives, including a change in leadership, an extensive reorganization and expense reduction program, and an infusion of additional operating capital. We have now doubled the number of independent directors strengthening our corporate governance and board skill set significantly. We believe these changes are just another step in creating a new solid foundation upon which we can take the company to its next level of growth and development as a global leader in high-performance edge computing.”

Sita M. Lowman Bio

Lowman is a Fortune 500 executive focused on driving enterprise business transformation, and brings to the board extensive experience in IT services, cloud enterprise, and defense industries. She is noted for her expertise in identifying emerging market trends and ability to rapidly organize diverse multi-national teams to address new market opportunities.

Lowman currently serves as vice president and general manager for the platform services business of DXC Technologies, a multi-billion-dollar Fortune 500 IT services company. At DXC, she is responsible for financial management, go-to-market strategy and operations, and is actively engaged in strategic partnerships with some of the world’s largest public cloud and enterprise application providers.

She earlier served as senior director of Enterprise Solutions on Demand Service Offering Management, Workload and Cloud at Hewlett Packard Enterprise. She has also held general manager roles at Nortel Networks and Texas Instruments Defense Group (acquired by Raytheon). She earned her B.S. in Electrical Engineering from Auburn University.

Gioia Messinger Bio

Messinger is an accomplished, venture-backed executive focused on innovation and market disruption, with years of experience in consumer electronics, Internet of Things (IoT) on the edge, robotics, AI and digital health. Messinger’s technical skills, thought leadership and industry relationships will provide an invaluable contribution to the OSS board of directors.

 

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She founded and currently serves as principal of LinkedObjects, a strategic advisory services business focused on digital transformation brought about by AI and IoT. She previously founded and served as CEO of Avaak that eventually became NYSE-traded Arlo Technologies, the award-winning smart video security system for home or business that has defined the category and is now the market leader. Prior to Avaak, she founded and served as CEO of an early-stage health care IT company, and was an early contributor to the development of the PillCam™.

Messinger served on the board of Vicon Industries, a manufacturer of commercial video surveillance systems. She currently serves on the board of Kelzal (Qelzal Corporation), a San Diego-based startup developing novel neural networks and vision sensor technology.

For several years she has served as an Entrepreneur-in-Residence and Visiting Professor of Practice at the University of California, San Diego, where she accelerated the commercialization and translation of UCSD innovations and helped students with start-up ideas. Earlier, she served as an advisory board member for UC San Diego Jacobs School of Engineering.

Gioia earned her B.S. in Computer Engineering from University of California, San Diego, and MBA from the Paul Merage School of Business at the University of California, Irvine.

Greg W. Matz Bio

Matz is an experienced financial executive who has served in CFO, vice president and controller roles for more than 20 years. He currently serves as a member of the board of directors and audit committee chair for Dare Bioscience, a public clinical-stage biopharmaceutical company. His broad technical and financial expertise along with public company board experience makes him well-qualified to serve on OSS’ board of directors.

He also chairs the Dean’s Council for the University of San Francisco’s School of Management.

He previously served as senior vice president, chief financial officer, and chief risk officer at The Cooper Companies, an NYSE-traded global medical device company. In these roles, he provided leadership for the financial functions, including planning, reporting, tax, audit, business analytics and risk management. He also worked closely with the executive team on global strategy, investor relations and business development.

Earlier, Matz held key management roles in finance and marketing at Agilent Technologies and Hewlett Packard. He began his career at KPMG, and is a CPA with an active certification.

He graduated from the University of San Francisco with a B.S. in Business Administration, and completed The Wharton School’s Advanced Management Program at the University of Pennsylvania.

About One Stop Systems

One Stop Systems, Inc. (OSS) designs and manufactures innovative specialized high-performance computing modules and systems, including customized servers, compute accelerators, expansion systems, flash storage arrays and Ion Accelerator storage software. These products are used for deep learning, AI, defense, finance and entertainment applications, and empower scientists, engineers, creators and other professionals to push the boundaries of their industries.

 

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OSS utilizes the power of PCI Express, the latest GPU accelerators and NVMe storage 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 or its partners that any of our plans or expectations 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 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

 

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