Current Report Filing (8-k)
September 06 2017 - 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): August 30, 2017
DOCUMENT
SECURITY SYSTEMS, 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)
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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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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
1.01 Entry into a Material Definitive Agreement
The
disclosure set forth below in Item 3.02 (Unregistered Sale of Equity Securities) is incorporated into this Item 1.01.
Item
3.02 Unregistered Sale of Equity Securities
On
August 30, 2017, Document Security Systems, Inc. (the “Company”) agreed to sell 1,200,000 shares of its common stock,
par value $0.02 per share (the “Common Stock”), to two related party accredited investors (the “Purchasers”)
for an aggregate purchase price of $900,000, pursuant to a series of Securities Purchase Agreements between the Company and the
Purchasers. Completion and closing of the sale is contingent upon certain customary closing conditions being met, including approval
of an Additional Listing Application by the NYSE American Exchange. Upon closing of the sale, the Purchasers will also receive
accompanying five-year warrants to purchase up to an aggregate of 240,000 additional shares of 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 sale, the Warrants, nor the Common Stock issuable upon exercise of the Warrants
(collectively, the “Securities”) have been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and are being 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 Purchasers 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
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:
September 6, 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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