UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 2, 2018
ONE STOP SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 001-38371 | | 33-0885351 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2235 Enterprise Street #110
Escondido, California 92029
(760) 745-9883
(Address and Telephone Number of Registrant’s Principal Executive Offices)
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 (see General Instruction A.2 below):
| ☐ | 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)) |
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. ☐
Explanatory Note
This Amendment to Form 8-K is filed solely to correct a clerical error in the Amended and Restated Certificate of Incorporation (the “Restated Certificate”) filed as Exhibit 3.1 to One Stop Systems, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2018 (the “Original Report”). The exhibit has been changed so that it properly reflects the total number of shares of all classes of stock which the Company shall have authority to issue as 60,000,000 and the total number of shares of common stock authorized as 50,000,000. The error was limited only to Exhibit 3.1. The Restated Certificate filed with the Delaware Secretary of State on February 2, 2018 correctly reflects the authorized share count of the Company. Other than correcting this error in the exhibit, all other information included in the Original Report is unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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SIGNATURES
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.
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| | | | ONE STOP SYSTEMS, INC. |
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| Dated: March 21, 2018 | | | | By: | | /s/ Steve Cooper |
| | | | | | Steve Cooper |
| | | | | | President, Chief Executive Officer and Chairman |
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