Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
ONE STOP SYSTEMS, INC. (Name of Issuer) |
Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) |
68247W109 (CUSIP Number) |
JOSEPH M. MANKO, JR. HORTON CAPITAL PARTNERS, LLC, 1717 Arch Street, Suite 3740 Philadelphia, PA, 19103 215-399-5402 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68247W109 |
| 1 |
Name of reporting person
Horton Capital Partners Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,174,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 68247W109 |
| 1 |
Name of reporting person
Horton Capital Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship o
r place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,174,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| CUSIP No. | 68247W109 |
| 1 |
Name of reporting person
Horton Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,174,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 68247W109 |
| 1 |
Name of reporting person
Manko Joseph M. Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,195,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.0001 Per Share |
| (b) | Name of Issuer:
ONE STOP SYSTEMS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
2235 ENTERPRISE ST STE 110, ESCONDIDO,
CALIFORNIA
, 92029. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:The Shares purchased by HCPF were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.The aggregate purchase price of the 1,174,899 Shares beneficially owned by HCPF is approximately $2,612,823, including brokerage commissions.The 21,000 Shares beneficially owned directly by Mr. Manko were awarded to him in his former capacity as a director of the Issuer. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:Mr. Manko, who has been serving as a director of the Issuer since November 2023, submitted a letter of resignation (the "Resignation Letter") to the Issuer's Board of Directors (the "Board") resigning from the Board, effective April 16, 2025. In the Resignation Letter, Mr. Manko cited certain disagreements with the Issuer's governance practices and the composition and leadership of the Board, particularly with respect to Chairman Kenneth Potashner. More specifically, Mr. Potashner was nominated by the Board for re-election at the Issuer's 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting"), a decision that Mr. Manko objected to in his capacity as a director, despite the Issuer's shareholders voting against the Chairman's re-election two years in a row. The Board's decision to renominate the Chairman for election at the 2025 Annual Meeting, in Mr. Manko's opinion, represents a failure of the Board to represent the best interest of all shareholders. For this reason, as well as others discussed in further detail in the Resignation Letter, Mr. Manko resigned from the Board, a decision that he did not take lightly.Given Mr. Manko's conviction in the value potential of the Issuer, he disclosed in the Resignation Letter that he intends to remain a shareholder of the Issuer and reserves all rights to take any action that he deems necessary to represent the best interests of all of shareholders. A copy of the Resignation Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:The aggregate percentage of Shares reported owned by each person named herein is based upon 21,539,412 Shares outstanding, as of March 21, 2025, which is the total number of Shares outstanding as reported in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2025.A. HCPFAs of the close of business on April 18, 2025, HCPF beneficially owned 1,174,899 Shares.Percentage: Approximately 5.5%B. HCPAs the general partner of HCPF, HCP may be deemed the beneficial owner of the 1,174,899 Shares owned by HCPF.Percentage: Approximately 5.5%C. HCMAs the investment manager of HCPF, HCM may be deemed the beneficial owner of the 1,174,899 Shares owned by HCPF.Percentage: Approximately 5.5%D. Mr. MankoAs of the close of business of April 18, 2025, Mr. Manko directly beneficially owned 21,000 Shares. In addition, as the Managing Member of each of HCP and HCM, Mr. Manko may be deemed the beneficial owner of the 1,174,899 Shares owned by HCPF.Percentage: Approximately 5.6% |
| (b) | Item 5(b) is hereby amended and restated to read as follows:A. HCPF1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 1,174,8993. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 1,174,899B. HCP1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 1,174,8993. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 1,174,899C. HCM1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 1,174,8993. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 1,174,899D. Mr. Manko1. Sole power to vote or direct vote: 21,0002. Shared power to vote or direct vote: 1,174,8993. Sole power to dispose or direct the disposition: 21,0004. Shared power to dispose or direct the disposition: 1,174,899The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:None of the Reporting Persons has entered into any transactions in the securities of the Issuer during the past sixty days. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:99.1 - Resignation Letter, dated April 16, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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