Current Report Filing (8-k)
July 07 2020 - 5:29PM
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): July 1, 2020
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
104
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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.02 par value per share
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DSS
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The
NYSE American LLC
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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.
On
July 1, 2020, Document Security Systems, Inc., a New York corporation (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), which provided
for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering
(the “Offering”), of 1,028,800 shares of the Company’s common stock, $0.02 par value per share. Subject to the
terms and conditions contained in the Underwriting Agreement, the shares were sold to the Underwriter at a public offering price
of $6.25 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriter a 45-day option
to purchase up to 154,320 additional shares of the Company’s common stock on the same terms and conditions for the purpose
of covering any over-allotments in connection with the Offering. The net proceeds to the Company from the Offering were approximately
$5.8 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses, and assuming
no exercise of the Underwriter’s over-allotment option. The Company intends to use the net proceeds from this offering to
fund the continued growth of new business lines, including possible acquisitions or investments in complementary businesses, products,
partnerships, services, technologies or existing assets, as well as for working capital and general corporate purposes.
The
Offering closed on July 7, 2020 and was made pursuant to the Company’s registration statement on Form S-3 (File No. 333.230740),
which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 8, 2019 under the Securities
Act of 1933, as amended (the “Securities Act”). A final prospectus supplement describing the terms of the Offering
was filed with the SEC on June 6, 2020, as supplemented on July 7, 2020, and is available on the SEC’s website located at
http://www.sec.gov.
The
Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and termination
and other provisions customary for transactions of this nature. The Company and all of the Company’s executive officers
and directors have also agreed not to sell or transfer any securities of the Company held by them for a period of 45 days from
July 1, 2020, subject to limited exceptions.
This
Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related
to the use of proceeds from the Offering, as well as other risks detailed from time to time in the Company’s filings with
the SEC.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the opinion of Sichenzia Ross Ference LLP relating to the legality of the issuance and sale of the shares of common
stock in the Offering is filed as Exhibit 5.1 hereto and is incorporated herein and into the Registration Statement by reference.
Item
8.01 Other Information.
On
July 1, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is filed
as Exhibit 99.1 hereto and is incorporated herein by reference.
On
July 7, 2020, the Company issued a press release announcing the closing of the offering. A copy of this press release is included
as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K 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:
July 7, 2020
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By:
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/s/
Frank D. Heuszel
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Name:
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Frank D. Heuszel
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Title:
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Chief Executive Officer and Interim Chief Financial Officer
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