Current Report Filing (8-k)
June 03 2022 - 4:26PM
Edgar (US Regulatory)
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2022-06-02
2022-06-02
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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): June 2, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment
to Certificate of Incorporation
On
June 2, 2022, DSS, Inc. (“Company”) amended its Certificate of Incorporation, as amended (“Certificate of Incorporation”),
to increase the total number of authorized shares of the Company’s common stock from 200,000,000 shares to 500,000,000 shares (“Charter
Amendment”).
The
Charter Amendment was previously approved by the board of directors of the Company (“Board”), subject to the stockholder
approval, and approved by the Company’s stockholders at a special meeting of stockholders held on May 17, 2022, as further described
in the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022.
The
foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Amendment
to By-Laws
On
June 2, 2022, the Company amended its Fifth Amended and Restated By-Laws, as amended (“Amended By-Laws”), for purposes
of reducing the quorum required to hold meetings of the Company’s stockholders (“Quorum Requirement”). The Amended
By-Laws reduced the Quorum Requirement from a majority to 35% of the stock issued and outstanding.
The
Amended By-Laws was previously approved by the Board, subject to the stockholder approval, and approved by the Company’s stockholders
at a special meeting of stockholders held on May 17, 2022, as further described in the Company’s Current Report on Form 8-K filed
with the SEC on May 18, 2022.
The
foregoing description of the Amended By-Laws does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amended By-Laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
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 3, 2022 |
By: |
/s/
Frank D. Heuszel |
|
Name: |
Frank
D. Heuszel |
|
Title: |
Chief
Executive Officer |
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