OSS One Stop Systems Inc

As filed with the Securities and Exchange Commission on July 24, 2024

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________

ONE STOP SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

____________

Delaware		33-0885351
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

2235 Enterprise Street #110

Escondido, California 92029

(Address of principal executive offices) (Zip Code)

____________

 

ONE STOP SYSTEMS, INC. 2017 EQUITY INCENTIVE PLAN

(Full title of the plan)

____________

 

Michael Knowles

Chief Executive Officer

One Stop Systems, Inc.

2235 Enterprise Street #110

Escondido, California 92029

(760) 745-9883

(Name, address, and telephone number, including area code, of agent for service)

____________

 

Copies to:

 

Dennis J. Doucette, Esq.

Procopio, Cory, Hargreaves & Savitch LLP

12544 High Bluff Drive, Suite 400

San Diego, CA 92130

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(858) 720-6300

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act ☐

 

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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, One Stop Systems, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 2,000,000 shares of Company common stock, par value $0.0001 per share (“Common Stock”), for issuance under the Company’s 2017 Equity Incentive Plan (the “Original Plan”), as amended by that Amendment No. 1 to the 2017 Equity Incentive Plan, dated June 24, 2020 (the “First Amendment”), that Amendment No. 2 to the 2017 Equity Incentive Plan, dated May 19, 2021 (the “Second Amendment”), and that Amendment No. 3 to the 2017 Equity Incentive Plan, dated May 15, 2024 (the “Third Amendment,” and collectively with the Original Plan, the First Amendment and the Second Amendment, the “2017 Plan”). Such additional shares of Common Stock were added to the 2017 Plan pursuant to the Third Amendment and are in addition to the 3,000,000 shares of Common Stock issuable pursuant to the 2017 Plan registered on the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 3, 2018 (Commission File No. 333-227671) and June 21, 2021 (Commission File No. 333-257219), the contents of which are hereby incorporated by reference into this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement or by any subsequently filed document.

 

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PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have been filed by the Company with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

 

 

 

 

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents.

 

Any statement contained in a document incorporated by, or deemed incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

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Item 8 Exhibits

(d) Exhibits

				Incorporation by Reference
Exhibit Number		Exhibit Description		Form		Filing Date		Exhibit		Filed Herewith
4.1		Amended and Restated Certificate of Incorporation.		8-K/A		03/21/2018		3.1
4.2		Amended and Restated Bylaws, as amended.		8-K		02/06/2018		3.2
4.3		Certificate of Amendment to the Amended and Restated Bylaws of the Company, dated April 7, 2023.		8-K		04/07/2023		3.1
5.1		Opinion of Procopio, Cory, Hargreaves & Savitch LLP.								X
23.1		Consent of Haskell & White LLP, independent registered public accounting firm.								X
23.2		Consent of Procopio, Cory, Hargreaves & Savitch LLP (incorporated by reference to Exhibit 5.1 to this Registration Statement on Form S-8).								X
24.1		Power of Attorney (included on the signature page hereto)								X
99.1		One Stop Systems, Inc. 2017 Equity Incentive Plan and related form agreements.		S-1		12/18/2017		10.5
99.2		Amendment No. 1 to the 2017 Equity Incentive Plan.		8-K		06/25/2020		10.2
99.3		Amendment No. 2 to the 2017 Equity Incentive Plan.		10-Q		08/12/2021		10.7
99.4		Amendment No. 3 to the 2017 Equity Incentive Plan.		8-K		05/20/2024		10.1
107		Filing Fee Table								X

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Escondido, State of California, on July 24, 2024.

	ONE STOP SYSTEMS, INC.
	By: /s/ Michael Knowles
	Michael Knowles
	President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Knowles and John Morrison as the undersigned’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for such person and in such person’s name, place and stead, in any and all capacities, to file and sign any and all amendments to this Registration Statement, including any and all post-effective amendments, and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

***

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Michael Knowles		President and Chief Executive Officer and Director (Principal Executive Officer)		July 24, 2024
Michael Knowles
/s/ John W. Morrison Jr.		Chief Financial Officer (Principal Financial and Accounting Officer)		July 24, 2024
John W. Morrison Jr.
/s/ Kenneth Potashner		Chairman		July 24, 2024
Kenneth Potashner
/s/ Gioia Messinger		Director		July 24, 2024
Gioia Messinger
/s/ Greg Matz		Director		July 24, 2024
Greg Matz

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/s/ Mike Dumont		Director		July 24, 2024
Mike Dumont
/s/ Mitchell Herbets		Director		July 24, 2024
Mitchell Herbets
/s/ Joseph Manko, Jr.		Director		July 24, 2024
Joseph Manko, Jr.

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July 24, 2024

One Stop Systems, Inc.

2235 Enterprise Street #110

Escondido, California 92029

 

Re: One Stop Systems, Inc. - Registration Statement on Form S-8

 

Ladies and Gentlemen:

We have acted as counsel to One Stop Systems, Inc., a Delaware corporation (the “Company”), in connection with the filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), for the registration of 2,000,000 shares of common stock, $0.0001 par value per share (the “Shares”), of the Company, pursuant to the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.

We have examined the Plans and such corporate records, documents, instruments and certificates of the Company, and have reviewed such other documents as we have deemed relevant under the circumstances. In such examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied, without independent investigation, upon statements or certificates of public officials and officers of the Company. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

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Based upon, and subject to, the foregoing, and assuming that (i) the Company reserves for issuance under the Plan an adequate number of authorized and unissued shares of common stock, (ii) when issued, the Shares are duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, (iii) each individual issuance, grant or award under the Plan is duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of applicable law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), and (iv) the consideration required to be paid in connection with the issuance and sale of the Shares under the Plan is actually received by the Company as provided in the Plan, we are of the opinion that the Shares, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.

In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

_/s/ Procopio, Cory, Hargreaves & Savitch LLP

Procopio, Cory, Hargreaves & Savitch LLP

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of One Stop Systems, Inc. (the “Company”) of our report dated March 21, 2024, relating to the Company’s consolidated financial statements as of December 31, 2023 and 2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

 

/s/ Haskell & White LLP

HASKELL & WHITE LLP

Irvine, California

July 24, 2024

 

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Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

One Stop Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule			Amount Registered(1)				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, par value $0.0001 per share			457(c) and 457(h)(3)			2,000,000	(2)		$	2.27	(3)		$	4,540,000.00				0.00014760			$	670.10
Total Offering Amounts															$	4,540,000.00								670.10
Total Fees Previously Paid																								-
Total Fee Offsets																								-
Net Fee Due																							$	670.10

 

	(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), of One Stop Systems, Inc. (the “Registrant”) that become issuable under the Registrant’s 2017 Equity Incentive Plan (as may be amended from time to time, the “2017 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
	(2)	Represents shares of Common Stock that were added to the shares authorized for issuance under the 2017 Plan pursuant to that Amendment No. 3 to the 2017 Plan, dated May 15, 2024, as approved by the Registrant’s board of directors and stockholders.
	(3)	This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The proposed maximum offering price per share is based upon the average of the high and low prices of the Common Stock on July 19, 2024, as reported on the Nasdaq Capital Market.

 

 

 

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