Washington, D.C. 20549









Date of Report (Date of Earliest Event Reported): August 2, 2019




(Exact name of Registrant as specified in its charter)




Delaware   001-38371   33-0885351

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

2235 Enterprise Street #110

Escondido, California 92029

(Address of principal executive offices)

(760) 745-9883

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   OSS   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐




Item 1.01

Entry into a Material Definitive Agreement.

Effective as of August 2, 2019, One Stop Systems, Inc., a Delaware corporation (the “Company”), entered into a Domestic Strategic Sourcing Agreement (the “Agreement”) with Raytheon Company, a Delaware corporation (“Raytheon”).

Pursuant to the terms of the Agreement, the Company agrees to sell and Raytheon has the option to purchase products and services of the Company at certain prices, descriptions and quantities on an as needed basis for a for a period of five (5) years, unless terminated earlier pursuant to the Agreement.

The Agreement forecasts the ordering requirements from Raytheon’s anticipated customer requirements. Based on this forecast, Raytheon has the option to purchase products and services from the Company for such quantities, but the actual amount of products and services to be purchased is contingent upon the actual needs of Raytheon’s customer requirements. As a result, there is no commitment that Raytheon will purchase the forecasted requirement, and Raytheon also has the right to purchase such products from a different third party.

Although the Agreement itself is not a commitment from Raytheon to purchase any product or services from the Company pursuant to the price, description, and quantity set forth under a purchase order, the Company anticipates to fulfil purchase orders for its products, including custom products, parts, and services for the benefit of Raytheon and/or its end user customers. The price for such products and services are subject to price reductions or changes that are offered or given by the Company to other third parties, including its most favored customer, and Raytheon shall also have the right to market test the pricing for such products and services at any time during the term of the Agreement.

The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement a copy of which is attached hereto as Exhibit 10.1.


Item 7.01

Regulation FD Disclosure.

On August 8, 2019, the Company issued a press release announcing the Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this report.

In accordance with General Instructions B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the Company’s fulfillment of purchase orders, business strategy, and plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-


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term business operations and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.


Item 9.01  


Financial Statements and Exhibits.

(d)    Exhibits.


Exhibit No.



10.1 †    Domestic Strategic Sourcing Agreement, effective as of August 2, 2019, by and between One Stop Systems, Inc., and Raytheon Company
99.1    Press Release, dated August 8, 2019.

†    Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).


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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: August 8, 2019   By:  

/s/ Steve Cooper

    Steve Cooper
    President and Chief Executive Officer


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