1
|
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Heng
Fai Ambrose Chan
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Republic
of Singapore
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
|
1,922,394
(1)
|
8
|
SHARED
VOTING POWER:
|
|
9
|
SOLE
DISPOSITIVE POWER:
|
1,922,394(1)
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,922,394(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
33.21(2)
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
IN
|
(1)
Consists of (a) 59,551 shares of common stock, par value $0.02 per share, of Document Security Systems, Inc. (“Common Stock”)
held by Heng Fai Holdings Limited (“Heng Fai Holdings”); (b) 16,667 shares of Common Stock held by BMI Capital Partners
International Limited (“BMI Capital”); (c) 22,767 shares of Common Stock held by Hengfai Business Development Pte
Ltd. (“Hengfai Business Development”); (d) 80,920 shares of Common Stock held by the Reporting Person; (e) 585,251
shares of Common Stock held by LiquidValue Development Pte Ltd.; and (f) (i) 483,334 shares of Common Stock and (ii) 673,904 shares
of Common Stock that could be obtained upon the conversion of shares of Series A Convertible Preferred Stock, par value $.02 per
share ( “Series A Preferred Stock”), beneficially owned by the Reporting Person, held by Global Biomedical Pte. Ltd.
(“Global Biomedical”).
(2)
Based on 5,115,179 shares of Common Stock outstanding.
1
|
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global
Biomedical Pte. Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Republic
of Singapore
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
|
1,157,238
|
8
|
SHARED
VOTING POWER:
|
|
9
|
SOLE
DISPOSITIVE POWER:
|
1,157,238
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,157,238
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
19.99%(2)
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
CO
|
(1)
Includes 673,904 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock, beneficially
owned by the Reporting Person.
(2)
Based on 5,115,179 shares of Common Stock outstanding.
This
Amendment No. 9 on Schedule 13D amends and restates the statement on Schedule 13D, filed with the SEC on September 15, 2017, as
amended by Amendment No. 1, filed with the SEC on July 6, 2018, Amendment No. 2, filed with the SEC on December 18, 2018, Amendment
No. 3, filed on February 20, 2019, Amendment No. 4, filed on March 27, 2019, Amendment No. 5, filed on June 11, 2019, Amendment
No. 6, filed on July 23, 2019, Amendment No. 7, filed on November 5, 2019, and Amendment No 8, filed on March 4, 2020, which relates
to the common stock of the Issuer filed by Heng Fai Ambrose Chan (“the “Reporting Person”).
Item
1. Security and Issuer
The
title and class of equity securities to which this Amendment No. 9 to the Schedule 13D relates is the common stock, $0.02 par
value per share, of Document Security Systems, Inc. (“Common Stock”), a New York Corporation (the “Issuer”).
The principal offices of the Issuer are located at 200 Canal View Boulevard, Suite 300, Rochester, NY 14623.
Item
2. Identity and Background
(a)
This statement is being filed by Heng Fai Ambrose Chan and Global Biomedical, a wholly-owned subsidiary of Singapore eDevelopment,
Inc., an entity owned and controlled by Mr. Chan (the “Reporting Persons”).
(b)
The business address of the Reporting Persons is c/o Global Biomedical Pte. Ltd., 7 Temasek Boulevard #29-01B, Suntec Tower One,
Singapore 038987.
(c)
Mr. Chan is the Chairman and Chief Executive Officer of Singapore eDevelopment Limited and is the Chairman and Chief Executive
Officer of HF Enterprises Inc. The business address of Singapore eDevelopment Limited is 7 Temasek Boulevard #29-01B, Suntec Tower
One, Singapore 038987. The business address of HF Enterprises Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814. Mr.
Chan also serves as Executive Chairman of the Issuer and as Executive Chairman and Chief Executive Officer of one of the Issuer’s
subsidiaries. The Issuer has a business address at 200 Canal View Boulevard, Suite 300, Rochester, NY 14623.
(d)
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e)
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result thereof were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f)
Mr. Chan is a citizen of the Republic of Singapore and Global Biomedical was formed in the Republic of Singapore.
Item
3. Source and Amount of Funds or Other Considerations
On
August 21, 2020, the Issuer completed its acquisition of Impact BioMedical, pursuant to a Share Exchange Agreement by and among
the Issuer, DSS BioHealth Security, Inc. (“DSS BioHealth”), Singapore eDevelopment Ltd., and Global Biomedical, which
was previously approved by the Issuer’s shareholders (the “Share Exchange”). Under the terms of the Share Exchange,
the Issuer issued 483,334 shares of the Issuer’s common stock, par value $0.02 per share, nominally valued at $6.48 per
share, and 46,868 newly issued shares of the Issuer’s Series A Preferred Stock, with a stated value of $46,868,000, or $1,000
per share, for a total consideration valued at $50 million, in exchange for 100% of the issued and outstanding capital stock of
Impact Biomedical from Global Biomedical.
Item
4. Purpose of Transaction
The
Issuer has announced that its long-term plans for Impact BioMedical include taking it public through an initial public offering
(“IPO”). As previously announced, in concert with this IPO, the Issuer anticipates a proposed two-part dividend of
Impact BioMedical shares to its shareholders (except to controlling shareholders of the Issuer and the Reporting Persons’
group of companies), whereby for every one the Issuer’s shares of common stock held, the shareholder would be entitled to
a bonus of four shares of Impact Biomedical common stock, referred to as the Bonus Shares. The first tranche of the planned Bonus
Share dividend intends to provide shareholders with two shares of Impact BioMedical for every share of the Issuer they hold. The
Issuer’s Board of Directors has set a record date of September 7, 2020 for this initial tranche. The second tranche of the
planned Bonus Share dividend is expected to provide an additional two shares of Impact BioMedical to the Issuers shareholders
of record on the date of the proposed IPO of Impact BioMedical. While there can be no assurance that Impact BioMedical will be
taken public and/or that any Bonus Share distribution will occur, particularly due to unforeseen circumstances including fulfilling
the pre-requisite criteria during the IPO application process and market forces beyond the Issuer’s control, it is the intention
of management and the Board of the Issuer to take Impact BioMedical public and to reward the Issuer’s shareholders via the
issuance of Bonus Shares.
In
connection with the Share Exchange, on August 18, 2020, the Issuer filed a Certificate of Amendment of its Certificate of Incorporation
(the “Certificate of Amendment”) to increase the authorized the number of authorized shares of the Issuer, including
200,000,000 shares of Preferred Stock, with a par value of $0.02, of which 46,868 shares were designated Series A Preferred Stock.
Under the terms of the Share Exchange, Global Biomedical received 46,868 newly issued shares of the Issuer’s Series A Preferred
Stock with a stated value of $46,868,000, or $1,000 per share. The Series A Preferred Stock is convertible into shares of common
stock of the issuer, at an initial conversion price of $6.48 per share, subject to a 19.9% beneficial ownership conversion limitation
(“Blocker”) based on the total issued and outstanding shares of common stock of the Issuer beneficially owned by Global
Biomedical. As of August 21, 2020, there were 5,115,179 shares of the Issuer’s common stock issued and outstanding, and
therefore, as a result of the Blocker, Global Biomedical is currently only able to convert the number of Series A Preferred Stock
equal to approximately 673,904 shares of the Issuer’s common stock, or approximately 4,366 shares of Series A Preferred
Stock. The Reporting Persons have dispositive control over these securities.
The
Reporting Persons have previously increased their ownership in the Issuer and may add to their holdings of the Issuer’s
common stock in the future.
Item
5. Interest in Securities of the Issuer
(a)-(b)
The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)
None.
(d)
None
(e)
N/A
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule and any Schedules hereto. A copy
of such agreement is attached as Exhibit 99.1 and is incorporated by reference herein.
To
the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the
persons named in Item 2 with respect to any securities of the Issuer, except as described herein.
Item
7. Material to be Filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
August 31, 2020
|
/s/
Heng Fai Ambrose Chan
|
|
Name:
|
Heng
Fai Ambrose Chan
|
|
Global
Biomedical Pte. Ltd.
|
|
|
|
|
/s/
Heng Fai Ambrose Chan
|
|
Name:
|
Heng
Fai Ambrose Chan
|
|
Title:
|
Director
|