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SCHEDULE 13D/A 0001193125-23-270319 0001567994 XXXXXXXX LIVE 1 Common Stock, Par Value $0.0001 Per Share 04/16/2025 false 0001394056 68247W109 ONE STOP SYSTEMS, INC. 2235 ENTERPRISE ST STE 110 ESCONDIDO CA 92029 JOSEPH M. MANKO, JR. 215-399-5402 HORTON CAPITAL PARTNERS, LLC 1717 Arch Street, Suite 3740 Philadelphia PA 19103 0001567994 N Horton Capital Partners Fund, LP WC OO N DE 0.00 1174899.00 0.00 1174899.00 1174899.00 N 5.5 PN 0001575443 N Horton Capital Partners, LLC WC OO N DE 0.00 1174899.00 0.00 1174899.00 1174899.00 N 5.5 HC 0001575444 N Horton Capital Management, LLC WC OO N DE 0.00 1174899.00 0.00 1174899.00 1174899.00 N 5.5 IA 0001664091 N Manko Joseph M. Jr. WC OO N X1 21000.00 1174899.00 21000.00 1174899.00 1195899.00 N 5.6 IN Common Stock, Par Value $0.0001 Per Share ONE STOP SYSTEMS, INC. 2235 ENTERPRISE ST STE 110 ESCONDIDO CA 92029 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 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(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. HCPF As of the close of business on April 18, 2025, HCPF beneficially owned 1,174,899 Shares. Percentage: Approximately 5.5% B. HCP As 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. HCM As 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. Manko As 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% 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: 1,174,899 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,174,899 B. HCP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,174,899 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,174,899 C. HCM 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,174,899 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,174,899 D. Mr. Manko 1. Sole power to vote or direct vote: 21,000 2. Shared power to vote or direct vote: 1,174,899 3. Sole power to dispose or direct the disposition: 21,000 4. Shared power to dispose or direct the disposition: 1,174,899 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. 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 is hereby amended to add the following exhibit: 99.1 - Resignation Letter, dated April 16, 2025 Horton Capital Partners Fund, LP /s/ Joseph M. Manko, Jr. Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC, its General Partner 04/18/2025 Horton Capital Partners, LLC /s/ Joseph M. Manko, Jr. Joseph M. Manko, Jr., Managing Member 04/18/2025 Horton Capital Management, LLC /s/ Joseph M. Manko, Jr. Joseph M. Manko, Jr., Managing Member 04/18/2025 Manko Joseph M. Jr. /s/ Joseph M. Manko, Jr. Joseph M. Manko, Jr. 04/18/2025