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): March 1913, 2025

One Stop Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38371	33-0885351
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification 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		TradingSymbol(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 25.02 ResultsDeparture of OperationsDirectors andor FinancialCertain ConditionOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

TheOn informationApril provided12, below2025, concerningMs. Gioia Messinger notified the pressBoard releaseof regardingDirectors (the financial“Board”) results of One Stop Systems, Inc. (the “Company”) inof “Itemher 7.01intent -to Regulationresign FDfrom Disclosure”the Board effective the date of thisthe Currentupcoming Reportannual shareholder meeting on FormMay 814, 2025; and confirming she intends to not stand for re-Kelection. (this. “CurrentMs. Report”)Messinger iswas incorporatedappointed byto referencethe intoBoard thisin ItemJuly 22020.02 Her decision to resign from the Board was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 75.0103 RegulationAmendments FDto Disclosure.Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 1913, 2025, the Board of the Company ~~also~~adopted ~~issued~~the aSecond ~~press~~Amended ~~release~~and ~~regarding~~Restated Bylaws of the Company’s ~~financial~~(the ~~results~~“Amended ~~for~~and ~~its~~Restated ~~third~~Bylaws”). ~~fiscal~~The ~~quarter~~Amended ~~ended~~and ~~December~~Restated ~~31,~~Bylaws ~~2024.~~(i) Aconsolidate ~~copy~~the ofamendments ~~that~~to ~~press~~the ~~release~~first isamended ~~furnished~~and asrestated ~~Exhibit~~bylaws ~~99.1~~(the ~~hereto~~“Previous Bylaws”) dated April 7, 2023 and ~~incorporated~~August ~~herein~~9, by2024; ~~reference~~and (ii) the first sentence of Section 2.8 was amended and restated to read:

~~Exhibit~~“Unless ~~99.1~~otherwise ~~includes~~provided ~~non-GAAP~~by ~~financial~~law, ~~measures~~the ascertificate ~~defined in Regulation G. Exhibit 99.1 also includes a presentation~~ of ~~the~~incorporation ~~most~~or ~~directly~~these ~~comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”)~~bylaws, ~~information reconciling~~ the ~~non-GAAP~~holders ~~financial~~of ~~measures to~~ the ~~GAAP~~majority ~~financial measures and a discussion~~ of the ~~reasons~~voting ~~why~~power ~~the Company’s management believes that presentation~~ of the ~~non-GAAP~~capital ~~financial~~stock ~~measures~~issued ~~provides~~and ~~useful~~outstanding ~~information to investors regarding the Company’s financial condition~~ and ~~results~~entitled ofto ~~operations.~~vote, ~~The~~present ~~non-GAAP~~in ~~financial~~person, ~~measures~~or ~~presented~~by ~~therein~~remote ~~should~~communication, beif ~~considered~~applicable, inor ~~addition~~represented toby proxy, ~~not~~shall asconstitute a ~~substitute~~quorum for, orthe ~~superior~~transaction ~~to,~~of ~~financial~~business ~~measures~~at ~~calculated~~all ~~and~~meetings ~~presented~~of inthe ~~accordance with GAAP.~~stockholders”

~~Exhibits~~The ~~99.1~~foregoing ~~contains~~summary ~~forward-looking~~of ~~statements.~~the ~~These~~changes ~~forward-looking~~implemented ~~statements~~by ~~are~~the ~~not~~adoption ~~guarantees~~ of ~~future~~the ~~performance~~Amended and ~~involve~~Restated ~~risks,~~Bylaws ~~uncertainties~~is ~~and~~qualified ~~assumptions~~in ~~that~~its ~~are~~entirety ~~difficult~~by reference to ~~predict.~~the ~~Forward-looking~~full ~~statements~~text ~~are~~of ~~based~~the ~~upon~~Amended ~~assumptions~~and asRestated toBylaws, ~~future~~which ~~events~~are ~~that~~filed ~~may~~as ~~not~~Exhibit ~~prove~~3.1 to bethis ~~accurate.~~Current ~~Actual~~Report ~~outcomes~~on ~~and~~Form ~~results~~8-K ~~may~~and ~~differ materially from what~~ is ~~expressed~~incorporated inherein ~~these~~by ~~forward-looking statements~~reference.

~~The information set forth under~~ Item 79.01 ofFinancial ~~this~~Statements ~~Current Report, including Exhibit 99.1 attached hereto, is being furnished~~ and ~~shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section~~Exhibits. 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~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits.


Exhibit		Description

3.1		Second Amended and Restated Bylaws of One Stop Systems, Inc.
99.1		Resignation Letter of Ms, Messinger dated April 12, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

ExhibitNo.		Description
99.1		Press Release, dated March 19, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

~~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.

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:	April 15, 2025	By:	/s/ Michael Knowles
			Michael Knowles Chief Executive Officer

			ONE STOP SYSTEM, INC.
Date:	March 19, 2025	By:	/s/ Michael Knowles
			Michael KnowlesChief Executive Officer

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