Current Report Filing (8-k)
January 04 2017 - 4:12PM
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): December 29, 2016
DOCUMENT
SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
New
York
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1-32146
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16-1229730
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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200
Canal View Boulevard
Suite
300
Rochester,
NY
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14623
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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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Item
1.01 Entry into a Material Definitive Agreement.
The
disclosure set forth below in Item 3.02 (Unregistered Sale of Equity Securities) is incorporated by reference into this Item 1.01.
Item
3.02 Unregistered Sale of Equity Securities.
Document
Security Systems, Inc. (the “Company”) completed the sale of 300,000 shares of its common stock, par value $.02 per
share, to one accredited investor (the “Purchaser”) for an aggregate purchase price of $225,000 (the “Stock
Purchase”), pursuant to a Securities Purchase Agreement between the Company and the Purchaser. Both the Stock Purchase and
the Securities Purchase Agreement were completed on December 29, 2016. On the same date, the Purchaser also received accompanying
three-year warrants to purchase up to an additional 200,000 shares of the Company’s common stock at an exercise price of
$1.00 per share (the “Warrants”). The Warrants do not provide for a cashless exercise feature.
Neither
the common stock issued in connection with the Stock Purchase, the Warrants, nor the common stock that is issuable upon exercise
of the Warrants (collectively, the “Securities”) have been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and were issued and sold in reliance upon the exemption from registration contained in Section
4(2) of the Securities Act. These Securities may not be offered or sold by the Purchaser in the United States in the absence of
an effective registration statement or an applicable exemption from registration requirements.
The
form of Common Stock Purchase Warrant and Securities Purchase Agreement are filed as exhibits 4.1 and 10.1 to this report, respectively.
The foregoing summary descriptions of the terms of the Common Stock Purchase Warrant and the Securities Purchase Agreement are
qualified in their entirety by reference to the full texts of each such exhibit.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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4.1
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Form
of Common Stock Purchase Warrant
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10.1
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Form
of Securities Purchase Agreement
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SIGNATURE
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.
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DOCUMENT
SECURITY SYSTEMS, INC.
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Dated:
January 4, 2017
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By:
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/s/
Jeffrey Ronaldi
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Jeffrey
Ronaldi
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Chief
Executive Officer
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