Current Report Filing (8-k)
March 17 2017 - 3:08PM
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
March 16, 2017
Date of Report (Date of earliest event reported)
TSS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-33627
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20-2027651
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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110 E. Old Settlers Blvd.
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Round Rock, Texas
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78664
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(Address of principal executive offices)
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(Zip Code)
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(512) 310-1000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name, former address, and former
fiscal year, 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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01.
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Regulation FD Disclosure.
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On March 16, 2017,
due to unusually high volume of trading in the stock of TSS, Inc. (the “Company”), the Company contacted OTC Markets Group
Inc. (“OTC Markets”), which informed the Company that it had become aware of certain promotional activities concerning
the Company and its common stock.
Until this disclosure
from OTC Markets, the Company was unaware of the existence of the most recent promotional newsletters. In addition to the promotional
newsletters received last month, the Company has since received from OTC Markets samples of three promotional newsletters, which
were sent from Monster Alerts and from Pro Trader on March 16 and 17, 2017, but the Company is otherwise unaware of the existence
of additional promotional newsletters, if any, any related promotional activity, the parties responsible for the production of
the newsletters and the extent of any of the email newsletters’ dissemination.
On March 17, 2017,
the Company issued a press release announcing that it had been made aware of this recent trading and promotional activity. A copy
of the press release is being furnished herewith as Exhibit 99.1.
The information in
this Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of this Current Report on Form 8-K. Such
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
Statements contained
in the press release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. In this context, forward-looking statements may address matters such as the Company’s expected future business
and financial performance, and often contain words such as “guidance,” “prospects,” “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,”
or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular
uncertainties that could adversely or positively affect the Company’s future results include: the Company’s independent
registered public accounting firm’s reports on the Company’s 2014 and 2015 financial statements contain an explanatory
paragraph that expresses substantial doubt about the Company’s ability to continue as a going concern; the Company’s
inability access the capital markets to raise additional capital necessary to fund its operations; the Company may not have sufficient
resources to fund its business and may need to issue debt or equity to obtain additional funding; the Company’s reliance
on a significant portion of its revenues from a limited number of customers; risks relating to operating in a highly competitive
industry; risks relating to the failure to maintain effective internal control over financial reporting; risks relating to rapid
technological, structural, and competitive changes affecting the industries the Company serves; risks involved in properly managing
complex projects; risks relating to the possible cancellation of customer contracts on short notice; risks relating to the Company’s
ability to continue to implement its strategy, including having sufficient financial resources to carry out that strategy; risks
relating to the Company’s ability to meet all of the terms and conditions of its debt obligations; uncertainty related to
current economic conditions and the related impact on demand for the Company’s services; and other risks and uncertainties
disclosed in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K
for the fiscal year ended December 31, 2015. These uncertainties may cause the Company’s actual future results to be materially
different than those expressed in the Company’s forward-looking statements. The Company does not undertake to update its
forward-looking statements.
Item 9.01.
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Financial Statements and Exhibits.
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99.1
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Press Release, dated March 17, 2017.
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S I G N A T U R E S
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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TSS, INC.
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By:
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/s/ John K. Penver
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John K. Penver
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Chief Financial Officer
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Date: March 17, 2017
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