Current Report Filing (8-k)
06 November 2021 - 7:59AM
Edgar (US Regulatory)
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2021-11-04
2021-11-04
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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): November 4, 2021
DSS,
INC.
(Exact
name of registrant as specified in its charter)
New
York
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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
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|
14564
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(Address
of principal executive offices)
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(Zip
Code)
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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):
☐
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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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Ticker
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.02 par value per share
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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 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
7.01 Regulation FD
On
November 4, 2021, the DSS issued a press release (the “DSS Press Release”) describing AMRE’s acquisition of three hospitals
located in Fort Worth, Texas, Plano, Texas and Pittsburgh, Pennsylvania.
A
copy of the DSS Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in DSS
Press Release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the
information in the DSS Press Release is not intended to, and does not, constitute a representation that such furnishing is required by
Regulation FD or that the information contained in the DSS Press Release constitutes material investor information that is not otherwise
publicly available.
Item
8.01 Other Events
On
October 29, 2021, American Pacific Bancorp, Inc. (the “Company”), a majority owned subsidiary of DSS, Inc. (“DSS”),
entered into a subscription agreement (the “Subscription Agreement”) with American Medical REIT Inc., (“AMRE”),
pursuant to which AMRE issued a convertible promissory note (the “Note”) in favor of the Company in the principal sum of
$13,940,340. The principal sum of the Note is due on demand, and in the absence of any demand by the Company is due twenty-five
(25) months from the date of issuance (the “Maturity Date”). Interest on the outstanding balance of the Note accrues at a
rate of eight percent (8.00%) per annum and is to be payable in cash quarterly in arrears commencing on the 29th day of January
2022, and continue on the 29th day of each April, July, October and January thereafter through Maturity. AMRE may prepay
or repay all or any portion of the Note in cash upon thirty (30) days written notice to the Company, without premium or penalty.
At the option of the Company, the unpaid principal and interest balance on the Note may be converted, in whole or in part, at any time
on or before the Maturity Date, into fully-paid and non-assessable shares of common stock par value $0.001 per share (“Common Stock”)
of AMRE at a conversion rate equal to $10.00 per share.
The
foregoing summary of the Subscription Agreement and the Note is subject to, and qualified in its entirety by, the terms of the Subscription
Agreement and the Note.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
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DOCUMENT
SECURITY SYSTEMS, INC.
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Dated:
November 5, 2021
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By:
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/s/
Frank D. Heuszel
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Name:
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Frank
D. Heuszel
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Title:
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Chief
Executive Officer and Interim Chief Financial Officer
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