Document Security Systems, Inc. (
DSS or the
“
Company”) (NYSE American: DSS), a leader in
anti-counterfeit, authentication and diversion protection
technologies today announced that on March 3, 2020, together with
its wholly owned subsidiary, DSS Securities Inc.
(“
DSSS”), entered into a binding term sheet (the
“
Term Sheet”) with LiquidValues Asset Management
Ptd Ltd (“
LVAM”), AMRE Asset Management Inc.
(“
AAMI”) and American Medical REIT Inc.
(“
AMRE”) to enter into a proposed joint venture to
establish a U.S. based medical Real Estate Investment Trust.
The Company is excited to be able to participate
in this venture at an early stage at founders’ valuation by way of
angel investment. The Company is given the right to participate in
both the REIT manager level - AAMI as well as the REIT level –
AMRE. This venture has the potential to be a stable and highly
rewarding asset to the Company.
About AAMI and AMRE
AAMI is a real estate investment trust
(“REIT”) management company that sets the
strategic vision and formulates investment strategies for AMRE. It
manages the REIT’s assets and liabilities and provides
recommendations to AMRE on acquisitions and divestments in
accordance with the investment strategies.
AMRE was formed to originate, acquire, and lease
a credit-centric portfolio of licensed medical real estate. AMRE
provides investors the opportunity for direct ownership of Class A
licensed medical real estate. AMRE intends to acquire purpose-built
healthcare facilities and lease them to leading clinical operators
with strong market share under secure triple net leases. AMRE
targets hospitals (both Critical Access and Specialty Surgical),
Physician Group Practices, Ambulatory Surgical Centers, and other
licensed medical treatment facilities.
The team that is heading AAMI is the same team
that founded a similar REIT – Global Medical Real Estate
(GMRE) – that is currently listed on the New York
Stock Exchange with market capitalization of over $800 Million and
was recently added to the Morgan Stanley Capital International
(MSCI) US REIT Index. Mr. Chan Heng Fai, Chairman
of the board and largest shareholder of the Company, was the sole
funder and founder of the GMRE REIT.
The Agreements
AMRE has in place two signed agreements with an
advisory firm and two investment banking houses in the United
States in the effort to actively raise funds.
The first agreement was signed
with an advisory firm on December 11, 2019 for a period of six (6)
months, with such term automatically extended on a month-to-month
basis, pursuant to which the advisory firm will assist AMRE in
raising capital for its medical facilities platform. The agreement
will allow AMRE to access the advisory firm’s services and provide
opportunities for AMRE to match with potential real estate capital
providers. These capital providers could provide real estate
equity, senior financing and/or subordinate/mezzanine financing to
support the Company’s growth. The advisory firm has extensive
experience in providing customized capital and financial advisory
solutions to real estate owners, investors and lenders.
The second agreement was signed
on February 3, 2020 with two well-established investment banking
houses in the United States (the “Investment Banking Houses”). The
Investment Banking Houses will support AMRE in its efforts to
actively raise funds, including through the sale of securities in a
registered public offering, or as otherwise may be determined to be
in the best interest of AMRE, subject to general economic and
market conditions and federal and state securities laws and
regulations.
The Term Sheet
The binding term sheet sets out the terms of the
proposed joint venture, with the management company, AAMI, to be
jointly held in the respective percentages: DSSS holding the
controlling ownership of 52.5%, LVAM – 35%, and AMRE Tennessee, LLC
- the executive management’s holding company – 12.5%.
The Company will also be subscribing to a
promissory note issued by AMRE for the principal amount of
$800,000.00 (the “Note”). The Note matures on
March 3, 2022 and accrues interest at a rate of eight percent
(8.00%) per annum. Warrants to purchase shares of common stock of
AMRE (the “Warrants”) were issued to the Company
in connection with the Note. The Warrants are exercisable for four
(4) years and have an exercise price of $5.00 per share, subject to
certain adjustments.
In addition, DSS has the option provide AMRE an
additional $800,000 on the same terms and conditions as the Note,
including the issuance of warrants.
Frank D. Heuszel, CEO of DSS stated, “DSS is
excited to continue its efforts to diversify its business with what
it believes are accretive acquisitions and business endeavors. Our
Chairman, Heng Fai Ambrose Chan has deep expertise in real estate
investment trust business operations and together with our Board of
Directors, supports the development of our REIT management
activities to expand our asset base and growth potential.”
ABOUT DOCUMENT SECURITY SYSTEMS, INC.
(DSS)For over 15 years, DSS has protected corporations,
financial institutions, and governments from sophisticated and
costly fraud. DSS' innovative anti-counterfeit, authentication, and
brand protection solutions are deployed to prevent attacks which
threaten products, digital presence, financial instruments, and
identification. AuthentiGuard®, the company's flagship product,
provides authentication capability through a smartphone application
so businesses can empower a wide range of employees, supply chain
personnel, and consumers to track their brands and verify
authenticity. For more information on DSS visit
http://www.dsssecure.com.
SAFE HARBOR DISCLOSUREThis
press release contains forward-looking statements that are made
pursuant to the safe harbor provisions within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, but are not limited to,
statements related to the Company's ability to complete the
financing, its intended use of proceeds and other statements that
are not historical facts. Forward-looking statements are based on
management’s current expectations and are subject to risks and
uncertainties that may cause actual results or events to differ
materially from those projected. These risks and uncertainties,
many of which are beyond our control, include: the risk that the
public offering of common stock may not close; risks relating to
our growth strategy; our ability to obtain, perform under and
maintain financing and strategic agreements and relationships;
risks relating to the results of development activities; our
ability to attract, integrate and retain key personnel; our need
for substantial additional funds; patent and intellectual property
matters; competition; as well as other risks described in the
section entitled “Risk Factors” in the prospectus and in the
section entitled “Risk Factors” and elsewhere in our Annual Report
on Form 10-K filed with the SEC on March 15, 2019 and in our other
filings with the SEC, including, without limitation, our reports on
Forms 8-K and 10-Q, all of which can be obtained on the SEC website
at www.sec.gov. Readers are cautioned not to place undue reliance
on the forward- looking statements, which speak only as of the date
on which they are made and reflect management’s current estimates,
projections, expectations and beliefs. We expressly disclaim any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in our expectations or any changes in events,
conditions or circumstances on which any such statement is based,
except as required by law.
Investor Contact: Bret ShapiroCoreIR(516)
222-2560ir@dsssecure.com
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