NOTE 13 - DISCONTINUED OPERATIONS

Divestiture

On December 30, 2025, the Company entered into and completed a Shares Purchase Agreement (the “SPA”) with Hiper Euro GmbH (the “Buyer”), pursuant to which the Buyer acquired 100% of the issued and outstanding equity interests of One Stop Systems, GmbH (“OSS GmbH”), the Company’s German subsidiary and the sole owner of Bressner Technology GmbH (“Bressner”) (the “Transaction”). These entities represented the entirety of the Company’s former European distribution and integration operations. The Transaction represent a strategic shift in the Company’s operations, as the Company exited its European distribution and integration business and is now focused on its core high-performance edge computing solutions. As a result, OSS GmbH met the criteria for classification as discontinued operations as of the date of divestiture, and the historical results of OSS GmbH and Bressner have been classified as discontinued operations in the Company’s consolidated financial statements. The Company does not have any significant continuing involvement in the operations of OSS GmbH or Bressner following the divestiture.

Pursuant to the SPA, the Company sold OSS GmbH for a base purchase price of $22,000,000, subject to customary post-closing adjustments for net working capital, cash, indebtedness, and transaction expenses. At closing, the Company received total estimated purchase consideration of $22,417,422 based on preliminary working capital and other closing estimates. Post-closing adjustments for final working capital, cash, indebtedness, and transaction-related items resulted in a reduction to the purchase price of $157,274. As a result of these adjustments, total purchase consideration was $22,260,148. The adjustment to the purchase price was recorded during the three months ended March 31, 2026 as a reduction to the gain on sale and is reflected within discontinued operations in the consolidated statements of operations.

Financial Results of Discontinued Operations

For the period ended March 31, 2026, loss from discontinued operations, net of tax on the consolidated statements of operations is comprised of the post-transaction adjustments to the purchase consideration. For the period ended March 31, 2025, income from discontinued operations, net of tax on the consolidated statements of operations reflects Bressner's financial results for the period.

Assets and Liabilities of Discontinued Operations