Current Report Filing (8-k)
December 29 2021 - 3:31PM
Edgar (US Regulatory)
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0000771999
2021-12-29
2021-12-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 29, 2021 (December 23, 2021)
DSS,
INC.
(Exact
name of registrant as specified in its charter)
New
York
|
|
001-32146
|
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16-1229730
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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6
Framark Drive
Victor,
New York 14564
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (585) 325-3610
Document
Security Systems, Inc.
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.02 Par Value
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DSS
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The
NYSE American LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
On
December 23, 2021, Decentralized Sharing Systems, Inc., a Nevada corporation (“Decentralized”) and a wholly owned subsidiary
of DSS, Inc., a New York corporation (the “Company”) entered into a Stock Purchase and Share Subscription Agreement (the
“Subscription Agreement”) with Sharing Services Global Corporation (“SHRG”), which provided for an investment
of up to $3,000,000 by Decentralized into SHRG in exchange of an aggregate of fifty million (50,000,000) shares of Class A Common Stock
(the “Shares”) and warrants (the “Warrants”) to purchase up to fifty million (50,000,000) shares (the “Warrant
Shares”) of Class A Common Stock. The Warrants have a term of five (5) years and are exercisable immediately, at
the option of Decentralized at a per share price equal to $0.063 (the “Transaction”).
Prior
to this transaction, Decentralized indirectly held a significant investment in SHRG through majority-owned subsidiaries. The Company’s
and Decentralized’s board of directors approved this Subscription Agreement and the Transaction in connection therewith
on December 23, 2021. Following the Transaction, the Company and its subsidiary, including Decentralized, shall own 59.6% shares of
Class A Common Stock.
The
foregoing summary of the Subscription Agreement and the Warrants are qualified in their entirety by reference to the full text
of the Subscription Agreement and the Warrants, a copy of each is filed herewith as Exhibit 10.1 and Exhibit 10.2 respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference. All of the Shares and Warrants described in this Current Report
on Form 8-K are being offered and sold to an accredited investor in reliance upon exemptions from the registration requirements under
Section 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated
thereunder.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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DSS,
INC.
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December
29, 2021
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By:
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/s/
Jason Grady
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Name:
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Jason
Grady
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Title:
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Chief
Executive Officer
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