One Stop Systems Sets Up A $50 Million Stock-Sale Program With Piper Sandler
The company can sell shares as market prices allow, paying Piper Sandler a 3.0% commission, and is not obligated to sell any.
One Stop Systems, which makes rugged high-performance computers for edge computing, can now sell up to $50 million of its common stock through Piper Sandler, under an equity distribution agreement it disclosed in an 8-K on Wednesday. The company is not obligated to sell any of the shares.
How the stock program works
Piper Sandler will act as sales agent and use commercially reasonable efforts to sell shares from time to time on the company's instructions. Sales may be "at-the-market" offerings, including trades made on Nasdaq. With the company's written consent, the agent may also sell in negotiated transactions at prevailing market prices.
The company can set limits on the number of shares sold and minimum prices below which nothing is sold. Either side can suspend sales on notice, and either can end the agreement at any time.
Piper Sandler need not accept a sale notice for shares trading at or below $0.50, a floor written into the agreement. No sales can occur while the company holds material non-public information.
A 3.0% commission plus capped expenses
The company will pay Piper Sandler a 3.0% commission on the gross sales price of any shares sold. It will also reimburse the agent's out-of-pocket expenses, including legal fees, capped at $75,000 for the initial prospectus supplement and $15,000 for each later quarter.
While the agreement is in force, the company has also agreed to restrictions on other stock issuance. Carve-outs include employee equity awards, warrant exercises and acquisition-related issuance, some of which require three business days' notice to the agent.
The company and the shelf behind it
One Stop Systems, based in Escondido, California, and listed on the Nasdaq Capital Market, designs and sells rugged computers, high-speed switch fabrics and storage systems for AI, sensor processing and autonomy uses on platforms such as aircraft, drones, trucks and ships. According to its 10-K for 2025, it sold its German subsidiary Bressner on December 30, 2025.
The shares will be sold under a shelf registration statement that the SEC declared effective on September 2, 2026, and a prospectus supplement dated October 28. No shares may be sold under the agreement after the date three years after the registration statement first became effective.
The company must report shares sold, net proceeds and commissions paid under the program in its quarterly and annual reports.
Any sales will show up in the company's next quarterly report, which must give the number of shares sold, the net proceeds and the commissions paid.
Sources
- 8-K Filing — ONE STOP SYSTEMS, INC. (OSS) — SEC EDGAR
- Exhibit oss-ex1_1.htm — ONE STOP SYSTEMS, INC. 8-K exhibit — SEC EDGAR
