One Stop Systems (NASDAQ: OSS) prices and closes $12.5M direct stock offering

Rhea-AI Filing Summary

One Stop Systems, Inc. entered into a Securities Purchase Agreement with institutional investors for a registered direct offering of 2,500,000 shares of its common stock. The shares were issued off an existing Form S‑3 shelf registration, with no pre-funded warrants sold in this transaction.

The company received aggregate gross proceeds of $12,500,000 from the offering before placement agent fees and other expenses. A.G.P./Alliance Global Partners acted as lead placement agent and Roth Capital Partners as joint placement agent, with the company agreeing to pay a 6.00% cash fee on the aggregate purchase price and reimburse certain expenses.

The offering closed on October 1, 2025. Company directors and officers agreed to 90‑day lock‑ups from September 29, 2025, restricting sales of common stock and related securities, while the company itself agreed to a 45‑day lock‑up following closing on issuing or agreeing to issue additional equity, subject to specified exceptions.

Insights

Capital markets and corporate finance analyst

OSS completed a $12.5M registered direct equity raise with short-term lock-ups.

One Stop Systems raised $12,500,000 in gross proceeds through a registered direct sale of 2,500,000 common shares to institutional investors. The transaction uses an existing Form S‑3 shelf, allowing relatively quick access to capital, and involves no pre-funded warrants, so all securities issued are common stock.

A.G.P./Alliance Global Partners and Roth Capital Partners acted as placement agents, earning a 6.00% cash fee on the aggregate purchase price plus expense reimbursement, which reduces net proceeds to the company. Because the shares are issued directly as common stock, the impact is immediate equity issuance rather than contingent dilution from future warrant exercises.

Lock-up agreements add structure around near-term trading and issuance. Directors and officers agreed not to sell most equity-linked securities for 90 days from September 29, 2025, and the company agreed to a 45‑day lock-up after the October 1, 2025 closing on new equity issuance, with certain exceptions. Actual effects depend on how the new capital is deployed, which is not detailed in this excerpt.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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): September 29, 2025

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)	(I.R.S. 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 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 ☐

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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 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 29, 2025, One Stop Systems, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a registered direct offering (the “Offering”) 2,500,000 shares of the Company’s Common Stock (the “Common Stock”), par value $0.0001 per share. The Common Stock was sold pursuant to a prospectus supplement, filed on October 1, 2025 to the Registration Statement on Form S-3, originally filed on August 18, 2023 with the SEC (File No. 333-274073), and declared effective by the SEC on August 25, 2023. No Pre-Funded Warrants were sold in this Offering.

The Company has engaged A.G.P./ Alliance Global Partners (“A.G.P.”) and Roth Capital Partners, LLC (“Roth”, and together with A.G.P., the “Placement Agents”) to act as the exclusive placement agents, whereby A.G.P. is serving as lead placement agent, and Roth, as joint-placement agent in connection with this offering. The Placement Agents have agreed to use their reasonable best efforts to sell the securities offered. The Company has agreed to pay an aggregate cash fee equal to 6.00% of the aggregate purchase price paid by the purchasers in this offering to the Placement Agents. The Company has also agreed to reimburse the Placement Agents for certain of their offering-related expenses. The Placement Agents are not purchasing or selling any shares offered by this prospectus supplement and the accompanying base prospectus. The Company will bear all costs associated with this offering.

The Company received aggregate gross proceeds from the Offering of $12,500,000 before deducting the placement agents’ fees and the Company’s Offering expenses. The Offering closed on October 1, 2025.

The Company’s directors and officers have entered into lock-up agreements (each a “Lock-Up Agreement”). Under the Lock-Up Agreement, these individuals have agreed, subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, the Company’s common stock during a period ending ninety (90) days after September 29, 2025 without first obtaining the written consent of the purchaser parties to the Securities Purchase Agreement.

In addition, the Company has agreed to be subject to a lock-up for a period of forty-five (45) days following the date of closing of the Offering. This means that, during the applicable lock-up period, the Company may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any of its Common Stock or any securities convertible or exercisable or exchangeable for, Common Stock, subject to certain exceptions.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.

The foregoing description of the Purchase Agreement, and Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, Lock-Up Agreement and Placement

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Agency Agreement which are filed as Exhibits 10.1, 10.2, and 10.3, to this Current Report on Form 8-K and incorporated herein by reference.

The legal opinion, including the related consent, of Procopio, Cory, Hargreaves & Savitch LLP relating to the issuance and sale of the Common Stock is filed as Exhibit 5.1 hereto.

Item 7.01 Regulation FD Disclosure.

On September 30, 2025, the Company issued a press release announcing the pricing of the Offering. On October 1, 2025, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached as Exhibit 99.1 and 99.2 to this Form 8-K and are hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
5.1		Opinion of Procopio, Cory, Hargreaves & Savitch LLP
10.1		Securities Purchase Agreement, dated September 29, 2025
10.2		Form of Lock-Up Agreement
10.3		Placement Agency Agreement dated September 29, 2025
23.1		Consent of Procopio, Cory, Hargreaves & Savitch LLP (included in Exhibit 5.1)
99.1		Press Release dated September 30, 2025
99.2		Press Release dated October 1, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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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.

Date: October 1, 2025

ONE STOP SYSTEMS, INC.

By: /s/Mike Knowles

Mike Knowles

Chief Executive Officer

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FAQ

What equity offering did OSS complete according to this 8-K?

One Stop Systems, Inc. completed a registered direct offering of 2,500,000 shares of its common stock to institutional investors under an effective Form S‑3 shelf registration.

How much capital did OSS raise in the registered direct offering?

The company received aggregate gross proceeds of $12,500,000 from the sale of 2,500,000 common shares, before deducting placement agent fees and offering expenses.

Who acted as placement agents for OSS in this transaction?

A.G.P./Alliance Global Partners served as lead placement agent and Roth Capital Partners, LLC served as joint-placement agent. They are entitled to a 6.00% cash fee on the aggregate purchase price plus reimbursement of certain offering-related expenses.

What lock-up restrictions apply to OSS directors and officers from this deal?

Company directors and officers entered into Lock-Up Agreements under which they generally may not sell or transfer common stock or related convertible, exchangeable, or exercisable securities for 90 days after September 29, 2025 without prior written consent from the purchaser parties to the Securities Purchase Agreement.

Is One Stop Systems, Inc. itself subject to any issuance lock-up after the offering?

Yes. The company agreed to a 45‑day lock-up following the October 1, 2025 closing. During this period, it may not issue, agree to issue, or announce the issuance or proposed issuance of common stock or securities convertible, exercisable, or exchangeable for common stock, subject to specified exceptions.

Under what registration statement was the OSS offering conducted?

The common stock was sold pursuant to a prospectus supplement filed October 1, 2025 to the company’s Form S‑3 registration statement originally filed on August 18, 2023 and declared effective on August 25, 2023 (File No. 333‑274073).

Did the OSS offering include any pre-funded warrants?

No. The filing states explicitly that no Pre-Funded Warrants were sold in this offering; only shares of common stock were issued.