Current Report Filing (8-k)
June 01 2022 - 3:16PM
Edgar (US Regulatory)
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2022-05-25
2022-05-25
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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): May 25, 2022
DSS,
INC.
(Exact
name of registrant as specified in its charter)
New
York |
|
001-32146 |
|
16-1229730 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
275
Wiregrass Pkwy,
West
Henrietta, NY |
|
14586 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (585) 325-3610
Not
Applicable
(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 (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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.02 par value per share |
|
DSS |
|
The
NYSE American 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
3.02 Unregistered Sales of Equity Securities.
On
May 25, 2022, DSS, Inc. (the “Company”) issued 15,389,995 shares of the Company’s common stock to Mr. Heng Fai Ambrose
Chan pursuant to his employment agreement. The shares were issued as payment of base salary and a performance bonus due under his employment
agreement.
We
claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended
(the “Securities Act”), for such issuance, since the foregoing issuance did not involve a public offering, the recipient
was (a) an “accredited investor”; and (b) had access to similar documentation and information as would be required
in a Registration Statement under the Securities Act, the recipient acquired the securities for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation
by us or our representatives. No underwriters or agents were involved in the foregoing issuances and grants and we paid no underwriting
discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will
contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or
sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such
securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities
Act and any applicable state securities laws.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
|
DSS,
INC. |
|
|
|
Dated:
June 1, 2022 |
By: |
/s/
Frank D. Heuszel |
|
Name: |
Frank
D. Heuszel |
|
Title: |
Chief
Executive Officer |
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