Current Report Filing (8-k)
July 08 2022 - 4:13PM
Edgar (US Regulatory)
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0000771999
2022-07-07
2022-07-07
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): July 7, 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
N/A
(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:
☐ |
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 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
2.01 Completion of Acquisition or Disposition of Assets.
As
previously disclosed in DSS, Inc.’s Form 8-K filed on March 1, 2022 and in the Schedule 14A Proxy Statement filed on April 15,
2022, DSS, Inc. (the “Company”) has completed the True Partner Transaction. As disclosed in the Company’s Form 8-K
filed on May 18, 2022, the Company’s stockholders approved the issuance of the True Partner Transaction Shares on May 17, 2022.
On
July 7, 2022, the Company issued 17,570,948 shares to Alset EHome International Inc. (“AEI”). The securities were
offered and sold in a transaction not involving a public offering and in compliance with exemptions from registration afforded by Section
4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder.
The
foregoing description of the terms and conditions of the True Partner Transaction stock purchase agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the stock purchase agreement in the Company’s Form 8-K filed
on March 1, 2022.
Item
3.02 Unregistered Sales of Equity Securities.
The
information included in Item 2.01 of this Current Report on Form 8-K relating to the Company’s sale of securities is incorporated
by reference in this Item 3.02. In connection with the issuance of these securities, the Company
relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions
not involving a public offering.
Item
5.01 Changes in Control of Registrant.
The
information included in Item 2.01 of this Current Report on Form 8-K relating to the Company’s sale of securities is incorporated
by reference in this Item 5.01.
AEI
beneficially owns 41,446,087 shares of the Company’s common stock which equals 35.22% of the Company’s outstanding shares and Heng
Fai Ambrose Chan beneficially owns 51.02% of the Company’s outstanding shares based on 117,650,995 shares of the common
stock of the Company outstanding as of July 7, 2022. The beneficial ownership of Heng Fai Ambrose
Chan includes 60,033,659 shares of common stock, consisting of (a) 1,614,552 shares of common stock held by Heng Fai Holdings Limited,
an entity controlled by Heng Fai Ambrose Chan; (b) 16,973,020 shares of common stock held by Heng Fai Ambrose Chan directly; (c) 6,232,671
shares of common stock held by Global Biomedical Pte. Ltd.; and (d) 35,213,416 shares of
common stock held by AEI. Previously, Heng Fai Ambrose Chan held 42.4% of the Company’s outstanding shares.
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.
|
DSS,
INC. |
|
|
|
July
8, 2022 |
By: |
/s/
Frank D. Heuszel |
|
Name: |
Frank
D. Heuszel |
|
Title: |
Chief
Executive Officer |
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