Current Report Filing (8-k)
October 23 2015 - 4:17PM
Edgar (US Regulatory)
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): October 21, 2015
|
DOCUMENT
SECURITY SYSTEMS, 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 ID Number) |
23 E. Main Street, Suite 1525
Rochester, New York |
14614 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number,
including area code |
(585) 325-3610 |
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)) |
Item 1.01. Entry into a Material Definitive Agreement
On October 21, 2015,
Document Security Systems, Inc. (the “Company”) entered into securities purchase agreements with certain accredited
investors for the sale of an aggregate of 681,818 shares of common stock at a purchase price of $0.22 per share, for a total purchase
price of $150,000. In addition to common stock, the purchasers will receive accompanying four-year warrants to purchase up to
an aggregate of 136,364 additional shares of common stock, first exercisable on or after April 22, 2016. As previously
reported, as of October 5, 2015, we had entered into securities purchase agreements with investors for an aggregate of $1,050,000
worth of common stock and warrants.
The offering is being
made pursuant to a prospectus supplement filed with the Securities and Exchange Commission on September 17, 2015, and an accompanying
prospectus dated November 1, 2013, pursuant to the Company’s shelf registration statement on Form S-3 that was filed with
the Securities and Exchange Commission on October 11, 2013 and became effective on November 1, 2013 (File No. 333-191704).
The offering is ongoing, and is expected to consist of multiple closings on the same terms to occur on or before October 30, 2015.
The Company is offering a number of shares of common stock that could result in aggregate sales proceeds of up to $2.02 million.
The form of securities purchase agreement contains customary representations, warranties, and covenants by us and the investors.
The accompanying form of warrant contains customary clauses relating to exercise, adjustments for stock dividends and splits,
and transferability. No placement agent or underwriter is involved in the offering.
A
copy of the amended form of securities purchase agreement is incorporated herein by reference to Exhibit 10.1 to this Report.
The foregoing description of the securities purchase agreement, as amended, is not complete and is qualified in its entirety by
reference to Exhibit 10.1. A copy of the form of warrant is incorporated herein by reference to Exhibit 10.2 to this report. The
foregoing description of the warrant is not complete and is qualified in its entirety by reference to Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits
| 10.1 | Form of Amended Securities Purchase
Agreement for September 2015 Financing (incorporated by reference to Exhibit 10.1 to
Form 8-K filed October 2, 2015). |
| 10.2 | Form of Common Stock Purchase
Warrant for September 2015 Financing (incorporated by reference to Exhibit 10.2 to Form
8-K filed September 17, 2015). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
DOCUMENT SECURITY
SYSTEMS, INC. |
| |
|
| |
|
Date: October 23, 2015 | |
/s/ Jeffrey
Ronaldi |
| |
By: Jeffrey Ronaldi |
| |
Title: Chief Executive
Officer |
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