Current Report Filing (8-k)
January 06 2021 - 09:25AM
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): January 6,
2021
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
8.01 Other Events.
On
January 6, 2021, Document Security Systems, Inc. (the “Company”),
Alset International Limited (“Alset Singapore”), a company formed
under the laws of Singapore, Health Wealth Happiness Pte. Ltd.
(“HWH”), a Singaporean company and wholly-owned subsidiary of Alset
Singapore, and HWH World Inc. (“HWH World”), a company registered
and formed under the laws of South Korea and wholly-owned
subsidiary of HWH, entered into a binding term sheet (the “Term
Sheet”), pursuant to which, subject to the due diligence on HWH
World, necessary approvals and consents, and the terms and
conditions to be set forth in the Definitive Agreement (as defined
below), the Company will acquire and purchase all of the
outstanding equity interest in HWH World (the “Transaction”) for a
consideration of the lesser of $14.8 million or the value of HWH
World assessed by a third-party valuation company (the “Purchase
Price”). The Term Sheet provided that the Company shall have the
option to pay the Purchase Price in i) cash, or ii) shares of the
Company’s common stock (the “Common Stock”) at the per share price
equivalent to the average closing price of the Common Stock for a
period of five (5) trading days prior to January 6, 2021. In
accordance with the Term Sheet, the parties thereto (the “Parties”)
shall enter into a definitive share exchange agreement (the
“Definitive Agreement”) for the Transaction within three (3) months
from the date of the Term Sheet or at a later date as mutually
agreed by the Parties in writing and complete the Transaction
within six (6) months therefrom or at a later date as mutually
agreed by the Parties in writing. The Term Sheet is legally binding
and shall terminate upon the earlier of 1) six months from January
6, 2021, 2) mutual agreement by all the Parties on the termination,
or 3) the execution of the Definitive Agreement for the
Transaction.
The
foregoing description of the Term Sheet does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Term Sheet, a copy of which is filed as an
exhibit to this report.
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 Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
|
DOCUMENT
SECURITY SYSTEMS, INC. |
|
|
Dated:
January 6, 2021 |
By: |
/s/
Frank D. Heuszel |
|
Name: |
Frank
D. Heuszel |
|
Title: |
Chief
Executive Officer |