Current Report Filing (8-k)
August 11 2020 - 4:45PM
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 10, 2020
DOCUMENT
SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
New
York
|
|
001-32146
|
|
16-1229730
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
200
Canal View Boulevard
Suite
104
Rochester,
NY
|
|
14623
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Ticker
symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, $0.02 par value per share
|
|
DSS
|
|
The
NYSE American LLC
|
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
5.07 Submission of Matters to a Vote of Security Holders
On
August 10, 2020, the Document Security Systems, Inc., (the “Company” or “DSS”) held a special meeting
of stockholders (the “Special Meeting”) in Magnolia, Texas. A total of 1,581,855 shares of common stock representing
74.94% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented in person or by valid
proxies at the Special Meeting.
Stockholders
approved the issuance of shares of DSS common stock and Series A Preferred Stock in connection with the acquisition of Impact
BioMedical Inc., pursuant to the Share Exchange Agreement (“Share Exchange”). Stockholder approval was a condition
to be completed in order for the Company to move forward with the Share Exchange.
Stockholders
authorized an adjournment of the Special Meeting, if necessary, if a quorum was present, to solicit additional proxies if there
were not sufficient votes in favor of Proposal 1. An adjournment was not necessary as there were sufficient votes in favor of
Proposal 1.
Stockholders
ratified the approval by our Board of Directors of an amendment to the Company’s bylaws to allow for participation in stockholder
meetings by means of virtual meeting technology.
The
final voting results on the these matters were as follows:
1. Approval of the Share Exchange.
Votes For
|
|
|
Votes Against
|
|
|
Votes Abstained
|
|
|
Broker Non-Votes
|
|
969,752
|
|
|
|
53,715
|
|
|
|
4,914
|
|
|
553,474
|
2.
Authorization of Adjournment of Special Meeting
Votes For
|
|
|
Votes Against
|
|
|
Votes Abstained
|
|
|
Broker Non-Votes
|
|
965,158
|
|
|
|
58,647
|
|
|
|
4,576
|
|
|
553,474
|
3.
Ratification of an Amendment to the Company’s Bylaws to permit Virtual Stockholder Meetings
Votes For
|
|
|
Votes Against
|
|
|
Votes Abstained
|
|
|
1,393,948
|
|
|
|
168,560
|
|
|
|
19,347
|
|
Item
8.01 Other Information.
On
August 10, 2020, the Company issued a press release announcing stockholder approval of the Share Exchange. A copy of this press
release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
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 Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
|
DOCUMENT
SECURITY SYSTEMS, INC.
|
|
|
|
Dated:
August 11, 2020
|
By:
|
/s/
Frank D. Heuszel
|
|
Name:
|
Frank
D. Heuszel
|
|
Title:
|
Chief
Executive Officer and Interim Chief Financial Officer
|
DSS (AMEX:DSS)
Historical Stock Chart
From Aug 2024 to Sep 2024
DSS (AMEX:DSS)
Historical Stock Chart
From Sep 2023 to Sep 2024