Current Report Filing (8-k)
26 February 2022 - 10:25AM
Edgar (US Regulatory)
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2022-02-25
2022-02-25
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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): February 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.) |
6
Framark Drive
Victor,
New York 14564
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (585) 325-3610
(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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.02 Par Value |
|
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
1.01 Entry into a Material Definitive Agreement.
On
February 25, 2022, DSS, Inc. (the “Company”) entered into an assignment and assumption agreement (the “Assumption Agreement”)
with Alset International Limited a Republic of Singapore limited company (“AIL”), pursuant to which DSS has agreed
to purchase a convertible promissory note from AIL (the “Note”). The Note has a principal amount of $8,350,000 and
accrued but unpaid interest of $367,400 through May 15, 2022. The Note was issued by American Medical REIT, Inc., a Maryland corporation,
pursuant to a subscription agreement, dated as of October 29, 2021 between AIL and American Medical REIT, Inc. The consideration to be
paid for the Note will be 21,366,177 shares of DSS’s common stock. The number of DSS shares to be issued as consideration was calculated
by dividing $8,717,400, the aggregate of the principal amount and the accrued but unpaid interest under the Note, by $0.408 per share.
The number of shares of DSS common stock to be issued as consideration may be adjusted based on the accrued interest if the parties should
agree to close this transaction on a date other than the anticipated date of May 15, 2022.
The
closing of the Assumption Agreement and the issuance of the DSS shares described above will be subject to the approval of the NYSE American
and DSS’s shareholders.
The
foregoing summary of the Assumption Agreement and the Note are qualified in their entirety by reference to the full text of the Assumption
Agreement and the Note, 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
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.
|
DSS,
INC. |
|
|
|
February
25, 2022 |
By: |
/s/Jason
Grady |
|
Name: |
Jason
Grady |
|
Title: |
Chief
Operating Officer |
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