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. 2)*
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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) |
06/04/2025 (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
917,343.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 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 or plac
e of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
917,343.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| 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
917,343.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 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
938,343.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 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 917,343 Shares beneficially owned by HCPF is approximately $2,040,052, 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 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 21,589,229 Shares outstanding, as of May 2, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025. A. HCPF As of the close of business on June 6, 2025, HCPF beneficially owned 917,343 Shares. Percentage: Approximately 4.2% B. HCP As the general partner of HCPF, HCP may be deemed the beneficial owner of the 917,343 Shares owned by HCPF. Percentage: Approximately 4.2% C. HCM As the investment manager of HCPF, HCM may be deemed the beneficial owner of the 917,343 Shares owned by HCPF. Percentage: Approximately 4.2% D. Mr. Manko As of the close of business of June 6, 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 917,343 Shares owned by HCPF. Percentage: Approximately 4.3% |
| (b) | Item 5(b) is hereby amended and restated to read as follows: A. HCPF 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 917,343 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 917,343 B. HCP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 917,343 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 917,343 C. HCM 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 917,343 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 917,343 D. Mr. Manko 1. Sole power to vote or direct vote: 21,000 2. Shared power to vote or direct vote: 917,343 3. Sole power to dispose or direct the disposition: 21,000 4. Shared power to dispose or direct the disposition: 917,343 The 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: The transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. |
| (e) | Item 5(e) is hereby amended and restated to read as follows: As of May 30, 2025, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares. |
| Item 7. | Material to be Filed as Exhibits. |
1 - Transactions in Securities. |
| 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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