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:
|
1,936,918
(1)
|
8
|
SHARED
VOTING POWER:
|
|
9
|
SOLE
DISPOSITIVE POWER:
|
1,936,918(1)
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,936,918(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)
|
33.04%(2)
**See
Item 4
|
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) 451,293 shares of Common Stock held by the Reporting Person; (e)
214,881 shares of Common Stock held by LiquidValue Development Pte Ltd.; and (f) (i) 1,145,834 shares of Common Stock and
(ii) 25,925 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 5,836,212 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:
|
1,171,759
|
8
|
SHARED
VOTING POWER:
|
|
9
|
SOLE
DISPOSITIVE POWER:
|
1,171,759
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,171,759
|
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 25,925 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 5,836,212 shares of Common Stock outstanding.
This
Amendment No.10 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, Amendment No 8, filed on March 4, 2020, and Amendment
No. 9 on September 1, 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.10 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
3. Source and Amount of Funds or Other Considerations
Item 3 of the Schedule 13D is hereby amended to include the following:
On
October 16, 2020, Global Biomedical converted an aggregate of 4,293 shares of Series A Convertible Preferred Stock into 662,500
shares of the common stock of the Issuer.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended to include the following:
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 the date of this report, there were 5,836,212 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 25,925 shares of the Issuer’s common stock, or approximately 168 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
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:
October 26, 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
|