DSS Enters Into Share Exchange Agreement with and Acquisition of Impact Biomedical, Inc. Forming Wholly Owned Subsidiary
May 04 2020 - 8:00AM
Document Security Systems, Inc. (“
DSS” or the
“
Company”) (NYSE American: DSS), a leader in
anti-counterfeit, authentication and diversion protection
technologies, announces its Board of Directors has approved, and
Document Security Systems, Inc. (“DSS”) has entered into a share
exchange agreement (the “Share Exchange Agreement”) with DSS
BioHealth Security, Inc., a Delaware corporation and wholly owned
subsidiary of DSS (“DBHS”), Singapore eDevelopment Limited, a
Singapore corporation (“SED”), Global BioMedical Pte Ltd, a
Singapore corporation and wholly owned subsididary of SED (“GBM”),
and Impact BioMedical Inc., a Nevada corporation and wholly owned
subsidiary of GBM (“Impact BioMedical”), pursuant to which, among
other things and subject to the terms and conditions contained
therein, the DBHS will consummate the acquisition of all of the
outstanding capital stock of Impact BioMedical (the “Impact
Shares”) through a share exchange, with Impact BioMedical becoming
a direct wholly owned subsidiary of the DBHS.
The aggregate purchase price for the Impact Shares is $50
million (the “Purchase Price”), which DBHS will pay by issuing to
GBM (i) 14,500,000 newly issued shares of common stock of
DSS, par value $0.02, (the “Common Stock”), nominally valued at
$3,132,000, or $0.216 per share; and (ii) 46,868 newly issued
shares of a new series of perpetual convertible preferred stock of
DSS with a stated value of $46,868,000, or $$1,000 per share,
convertible into shares of common stock of DSS, subject to a 19.9%
beneficial ownership conversion limitation (“blocker”) based on the
total issued outstanding shares of common stock of DSS held or to
be held by GBM.
GBM is a 100% owned subsidiary of SED whose Chief Executive
Office and largest shareholder is Heng Fai Ambrose Chan, the
Chairman of the Board and largest shareholder of DSS.
The completion of the transaction is conditioned upon obtaining
approval of the shareholders of both SeD and DSS, completion of an
audit of the financial statements of Impact BioMedical (which shall
be included in a proxy statement to be sent to DSS stockholders),
and other conditions.
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.
About Impact BioMedical,
Inc.
Impact BioMedical, Inc. (“Impact BioMedical”) is
a wholly owned direct subsidiary of Global BioMedical Pte. Ltd.,
which in turn is a wholly owned direct subsidiary of Singapore
eDevelopment Limited, a company listed on the Singapore
Exchange.
Impact BioMedical strives to leverage its
scientific know-how and intellectual property rights to provide
solutions that have been plaguing the biomedical field for decades.
By tapping into the scientific expertise of GRDG Sciences, LLC. and
Australian Exchange-listed Holista CollTech Limited, Impact
BioMedical pledges to undertake a concerted effort in the R&D,
drug discovery and development for the prevention, inhibition, and
treatment of neurological, oncological and immuno related
diseases.
Safe Harbor Disclosure
This 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
acquisition of Impact Biomedical may not be approved by the
shareholders of either DSS or SeD, or may not close for other
reasons; 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 31,
2020, 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 Shapiro, Core IR(516)
222-2560 ir@dsssecure.com
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