One Stop Systems Enters Material Definitive Agreement

TL;DR

OSS signed a big deal, details TBD.

AI Summary

On September 29, 2025, ONE STOP SYSTEMS, INC. (OSS) entered into a material definitive agreement. The filing does not disclose the specific nature of the agreement or any associated dollar amounts, but it is classified under 'Entry into a Material Definitive Agreement' and 'Regulation FD Disclosure'.

Why It Matters

This filing indicates a significant new agreement for One Stop Systems, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding its potential impact on the company.

Key Players & Entities

• ONE STOP SYSTEMS, INC. (company) — Registrant
• September 29, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share OSS The Nasdaq
• $12,500,000 b — ate gross proceeds from the Offering of $12,500,000 before deducting the placement agents&#x2

Filing Documents

• oss-20251001.htm (8-K) — 58KB
• oss-ex5_1.htm (EX-5.1) — 31KB
• oss-ex10_1.htm (EX-10.1) — 338KB
• oss-ex10_2.htm (EX-10.2) — 59KB
• oss-ex10_3.htm (EX-10.3) — 94KB
• oss-ex99_1.htm (EX-99.1) — 16KB
• oss-ex99_2.htm (EX-99.2) — 19KB
• img207537097_0.jpg (GRAPHIC) — 617KB
• img207537097_1.jpg (GRAPHIC) — 1KB
• img207537097_2.jpg (GRAPHIC) — 11KB
• 0001193125-25-226784.txt ( ) — 1478KB

01 Entry into a Material Definitive Agreement

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 Offer

01

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.

01 Financial Statements and Exhibits

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) 3

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. Date: October 1, 2025 ONE STOP SYSTEMS, INC. By: /s/Mike Knowles Mike Knowles Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR