OSS Announces Pricing of $12.5 Million Registered Direct Offering of Common Stock

Rhea-AI Summary

One Stop Systems (NASDAQ: OSS), a provider of rugged Enterprise Class compute solutions for AI and machine learning, has announced a $12.5 million registered direct offering of common stock. The company will sell 2,500,000 shares at $5.00 per share to institutional investors.

The offering, expected to close around October 1, 2025, will be conducted through A.G.P./Alliance Global Partners as lead placement agent and Roth Capital Partners as joint-placement agent. OSS plans to use the proceeds for growth strategy advancement, working capital support, potential mergers and acquisitions, and domestic and international expansion.

Positive

• Secured $12.5 million in new capital funding
• Strategic funding to support growing sales in core OSS segment
• Capital available for potential M&A opportunities and expansion

Negative

• Dilution of existing shareholders through 2.5 million new shares
• Offering price of $5.00 may represent a discount to market price

Insights

Financial Analyst

OSS raises $12.5M in equity offering to fund growth initiatives and M&A, diluting shareholders at $5/share.

OSS has priced a $12.5 million registered direct offering of 2.5 million common stock shares at $5.00 per share. This capital raise signals the company's aggressive growth ambitions, particularly in the competitive AI/ML edge computing market. The offering structure—selling directly to institutional investors rather than through a public offering—suggests targeted investor interest in OSS's edge computing strategy.

The $12.5 million infusion will strengthen OSS's balance sheet, providing crucial working capital to support their anticipated sales growth in their core business segment. More strategically, management has explicitly earmarked these funds for M&A activities and expansion both domestically and internationally, indicating a shift toward inorganic growth strategies.

While the offering provides needed growth capital, it comes at the cost of 6.3% dilution to existing shareholders (based on approximately 39.5 million outstanding shares reported in their most recent filings). The $5.00 per share price point and the company's ability to attract both existing and new institutional investors suggest reasonable confidence in OSS's business model and growth trajectory in the specialized AI/edge computing hardware space. The transaction's expected rapid closing (by October 1) indicates strong institutional appetite for the offering.

ESCONDIDO, Calif., Sept. 30, 2025 (GLOBE NEWSWIRE) -- One Stop Systems, Inc. (“OSS” or the “Company”) (Nasdaq: OSS), a leader in rugged Enterprise Class compute for artificial intelligence (AI), machine learning (ML) and sensor processing at the edge, today announced that it has entered into securities purchase agreements with certain new and existing institutional investors for the purchase and sale of 2,500,000 shares of common stock at a purchase price of $5.00 per share, pursuant to a registered direct offering, resulting in gross proceeds of approximately $12.5 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur on or about October 1, 2025, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering for growth strategy advancement, working capital to support expected growing sales within core OSS segment and business acceleration, with a focus on mergers and acquisitions and overall expansion both domestically and internationally.

A.G.P./Alliance Global Partners is acting as the lead placement agent and Roth Capital Partners is acting as joint-placement agent in connection with the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-274073) which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 25, 2023. The offering is made only by means of a prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About One Stop Systems

One Stop Systems, Inc. (Nasdaq: OSS) is a leader in AI enabled solutions for the demanding 'edge'. OSS designs and manufactures Enterprise Class compute and storage products that enable rugged AI, sensor fusion and autonomous capabilities without compromise. These hardware and software platforms bring PCIe Switch Fabric technology from the data center to harsh and challenging applications, whether they are on land, sea or in the air.

OSS products include ruggedized servers, compute accelerators, flash storage arrays, and storage acceleration software. These specialized compact products are used across multiple industries and applications, including autonomous trucking and farming, as well as aircraft, drones, ships and vehicles within the defense industry.

OSS solutions address the entire AI workflow, from high-speed data acquisition to deep learning, training and large-scale inference, and have delivered many industry firsts for industrial OEM and government customers.

Forward Looking Statements

One Stop Systems cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. Words such as, but not limited to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on the Company's current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by One Stop Systems or its partners that any of its plans or expectations will be achieved, including but not limited to the consummation of the public offering described herein, on the anticipated terms, or at all. These risks and uncertainties also include market conditions, the satisfaction of customary closing conditions related to the public offering and or the benefit of the public offering. Actual results may differ from those set forth in this press release due to the risk and uncertainties inherent in our business, including risks described in our prior press releases and in our filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in our latest Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Media Contacts:

Robert Kalebaugh

One Stop Systems, Inc.

Tel (858) 518-6154

Email contact

Investor Relations:

Andrew Berger

Managing Director

SM Berger & Company, Inc.

Tel (216) 464-6400

Email contact

FAQ

How much money is OSS raising in its September 2025 offering?

One Stop Systems is raising $12.5 million in gross proceeds through a registered direct offering of common stock.

What is the price per share for OSS's 2025 direct offering?

The offering price is $5.00 per share for 2,500,000 shares of common stock.

How will One Stop Systems use the proceeds from the 2025 offering?

OSS plans to use the proceeds for growth strategy advancement, working capital, mergers and acquisitions, and domestic and international expansion.

Who are the placement agents for the OSS September 2025 offering?

A.G.P./Alliance Global Partners is acting as the lead placement agent, with Roth Capital Partners serving as joint-placement agent.

When will the OSS direct offering close?

The offering is expected to close on or about October 1, 2025, subject to customary closing conditions.