One Stop Systems, Inc. filed a current report on Form 8-K on October 28, 2026, disclosing its entry into an Equity Distribution Agreement with Piper Sandler & Co. for an at-the-market common stock offering of up to $50 million.

Key Highlights

  • ATM program size: The company may offer and sell shares with an aggregate offering price of up to $50 million through Piper Sandler & Co. as sales agent.
  • Sales agent commission: The company will pay Piper Sandler a commission equal to 3.0% of the gross sales price of any shares sold under the agreement.
  • No obligation to sell: According to the filing, the company "is not obligated to sell any Shares under the Distribution Agreement."
  • Registration statement: The shares will be offered under a shelf registration statement on Form S-3 (File No. 333-298543), declared effective by the SEC on September 2, 2026.
  • Prospectus supplement: A prospectus supplement dated October 28, 2026, was filed with the SEC pursuant to Rule 424(b)(5).
  • Termination right: Either party may terminate the Distribution Agreement at any time upon notice, subject to its terms.

One Stop Systems Establishes At-the-Market Equity Facility with Piper Sandler

One Stop Systems, Inc. (NASDAQ:OSS), a Delaware-incorporated company headquartered in Escondido, California, reported on October 28, 2026, that it entered into an Equity Distribution Agreement with Piper Sandler & Co. The agreement authorizes the company to sell, from time to time, shares of its common stock, par value $0.0001 per share, with an aggregate offering price of up to $50 million. Sales may be executed directly on or through The Nasdaq Stock Market LLC and must qualify as "at-the-market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933.

According to the filing, the Sales Agent will use commercially reasonable efforts to sell shares based on instructions from the company, which may include limitations on the number of shares sold or minimum price thresholds. Subject to the terms of the Distribution Agreement and the prior written consent of the company, Piper Sandler may also sell shares in negotiated transactions at or related to prevailing market prices. Either party may suspend sales upon notice to the other. The company has also agreed to reimburse the Sales Agent for certain expenses, including reasonable legal fees and disbursements, subject to limitations set forth in the agreement.

The Distribution Agreement contains, as the filing describes, "customary representations, warranties, covenants and indemnification provisions." The shares are registered under a Form S-3 shelf registration statement (File No. 333-298543) declared effective September 2, 2026. A legal opinion on the validity of the shares was provided by Procopio, Cory, Hargreaves & Savitch LLP and filed as Exhibit 5.1. The filing was signed by Daniel Gabel, Chief Financial Officer of One Stop Systems, Inc.

What Was Disclosed

One Stop Systems disclosed the October 28, 2026, execution of an Equity Distribution Agreement with Piper Sandler & Co. covering at-the-market sales of common stock up to $50 million in aggregate offering price, with a 3.0% sales agent commission and no obligation on the company to sell any shares.