As
filed with the Securities and Exchange Commission on January 14,
2021
Registration
No. 333-249857
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2 TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DOCUMENT
SECURITY SYSTEMS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
New
York |
|
2650 |
|
16-1229730 |
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
200
Canal View Boulevard, Suite 104
Rochester,
New York 14623
+1-585-325-3610
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Frank
D. Heuszel
Chief
Executive Officer
Document
Security Systems, Inc.
200
Canal View Boulevard, Suite 104
Rochester,
New York 14623
+1-585-325-3610
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
|
Darrin
M. Ocasio
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas
New
York, NY 10036
Telephone:
+1-212-930-9700
|
|
Mitchell
S. Nussbaum
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
Telephone:
+1-212-407-4000
|
Approximate
date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement is declared
effective.
If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
[ ]
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[ ]
If
this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer |
[ ] |
Accelerated
filer |
[ ] |
| Non-accelerated
filer |
[X] |
Smaller
reporting company |
[X] |
| |
|
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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Securities to Be Registered |
|
Proposed Maximum
Aggregate Offering
Price(1)(2) |
|
|
Amount of
Registration
Fee |
|
|
|
|
|
|
|
|
|
|
|
| Common Stock, par value $0.02 per share (3) |
|
$ |
23,000,000 |
|
|
$ |
2,509.30 |
(4)
|
|
(1) |
Estimated
solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act
of 1933, as amended. |
|
|
|
|
(2) |
Includes
the aggregate offering price of the additional shares that the
underwriters have the option to purchase to cover over-allotments,
if any. |
|
|
|
|
(3) |
Pursuant
to Rule 416 under the Securities Act, the shares of Common Stock
registered hereby also include an indeterminate number of
additional shares of Common Stock as may from time to time become
issuable by reason of stock splits, stock dividends,
recapitalizations or other similar transactions. |
|
|
|
|
(4) |
Previously paid. |
The
Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.
Explanatory
Note
This
Amendment No. 2 to the Registration Statement on Form S-1 (Reg. No.
333-249857) amends Part II of the Registration Statement to include
Exhibit 1.1, Exhibit 5.1, and Exhibit 21.1 No other changes have
been made to Part II.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses, other than the
underwriting discounts and commissions, payable by the registrant
in connection with the sale of common stock being registered. All
amounts are estimates except for the SEC registration fee, the
Financial Industry Regulatory Authority, or FINRA, filing fee and
NYSE American LLC additional listing fee.
|
Item |
|
Amount to
be paid |
|
| SEC registration fee |
|
$ |
2,509 |
|
| FINRA filing fee |
|
|
3,105 |
|
| NYSE American LLC additional listing
fee |
|
|
[*] |
|
| Printing fees and expenses |
|
|
- |
|
| Legal fees and expenses |
|
|
110,000 |
|
| Accounting fees and expenses |
|
|
15,000 |
|
| Underwriter’s expenses |
|
|
75,000 |
|
| Transfer agent’s fees and
expenses |
|
|
5,000 |
|
| Miscellaneous
fees and expenses |
|
|
- |
|
|
Total |
|
$ |
210,614 |
|
Item
14. Indemnification of Directors and Officers
Under
the provisions of the certificate of incorporation and by-laws of
the registrant, as amended, as of the date of this Registration
Statement, each person who is or was a director, officer or
employee of registrant shall be indemnified by the registrant to
the full extent permitted or authorized by the Business Corporation
Law of the State of New York, provided that no such indemnification
shall be made if a judgment or other final adjudication adverse to
such person establishes that his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and
were material to the cause of action so adjudicated, or that he or
she personally gained in fact a financial profit or other advantage
to which he or she was not legally entitled, and provided further
that no such indemnification shall be required with respect to any
settlement or other non-adjudicated disposition of any threatened
or pending action or proceeding unless the Company has given its
prior consent to such settlement or other disposition.
Under
such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against such
person by reason of the fact that such person is a director or
officer of the registrant, such person shall be indemnified against
expenses (including attorneys’ fees) reasonably incurred in
connection with such action. If unsuccessful in defense of a
third-party civil suit or a criminal suit is settled, such a person
shall be indemnified under such law against both (a) expenses
(including attorneys’ fees) and (b) judgments, fines and amounts
paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to,
the best interests of the registrant, and with respect to any
criminal action, had no reasonable cause to believe such person’s
conduct was unlawful. If unsuccessful in defense of a suit brought
by or in the right of the registrant, or if such suit is settled,
such a person shall be indemnified under such law only against
expenses (including attorney’s fees) incurred in the defense or
settlement of such suit if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to,
the best interests of the registrant.
Item
15. Recent Sales of Unregistered Securities
July 3, 2018
On
July 3, 2018, the Company closed the sale of 7,143 shares of its
common stock, par value $0.02 per share, to a related party
accredited investor, Heng Fai Holdings Limited. The purchase price
was $42.00 per share, for total proceeds of $300,000. The shares of
common stock were issued and sold in reliance upon the exemption
from registration contained in Section 4(a)(2) of the Securities
Act.
December 17, 2018
On
December 17, 2018, the Company sold 20,408 shares of its common
stock to an accredited investor, at a price of $29.40 per share.
The shares of common stock were issued and sold in reliance upon
the exemption from registration contained in Section 4(a)(2) of the
Securities Act.
February 18, 2019
On
February 18, 2019, the Company entered into a Convertible
Promissory Note with LiquidValue Development Pte Ltd in the
principal sum of $500,000, of which up to $500,000 could be paid by
the conversion of such amount into the Company’s common stock, par
value $0.02 per share, up to a maximum of 14,881 shares of common
stock (the “Maximum Conversion Amount”), at a conversion price of
$33.60 per share. Effective on March 25, 2019, LiquidValue
Development Pte Ltd exercised its conversion option and converted
the Maximum Conversion Amount under the Note. The shares of common
stock were issued in reliance upon the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
March 2019
In
March 2019, the Company issued 130,435 shares of the Company’s
common stock in conjunction with the signing of a Master
Distributor Agreement with Advanced Cyber Security Corp. (“ACS”) to
for the Company to distribute ACS’s EndpointLockV™ cyber security
software exclusively in thirteen countries in Asia and Australia,
and non-exclusively, in the U.S. and Middle East. The shares of
common stock were issued in reliance upon the exemption from
registration contained in Section 4(a)(2) of the Securities
Act.
November 1, 2019
On
November 1, 2019, the Company entered into and closed on a
subscription agreement (the “Subscription Agreement”) with Mr. Heng
Fai Ambrose Chan, Chairman of the Board of Directors of the
Company. Pursuant to the Subscription Agreement, Mr. Chan purchased
200,000 shares of the Company’s common stock at a purchase price of
$9.11 per share, resulting in gross proceeds to the Company of
$1,822,200, before deductions for placement agent fees and other
expenses (the “Offering”).
Aegis
Capital Corp. (the “Placement Agent”) acted as the exclusive
placement agent for the Offering. In connection with the Offering,
the Placement Agent received commissions of 8.0% of the total
proceeds raised in the Offering, a non-accountable expense
allowance equal to 1.0% of the total proceeds raised in the
Officering, and a reimbursement of $35,000 of accountable
expenses.
The
common stock sold in the Offering described above were not
registered under the Securities Act, or the securities laws of any
state, and were offered and sold in reliance on the exemption from
registration afforded by Section 4(a)(2) and Rule 506(b) of
Regulation D promulgated under the Securities Act, since, among
other things, the transactions did not involve a public offering
and the securities were acquired for investment purposes only and
not with a view to or for sale in connection with any distribution
thereof.
October 16, 2020
On
October 16, 2020, the Company issued 662,500 shares of the
Company’s common stock upon the conversion of 4,293 shares of
Series A Preferred Stock. Shares of Series A Preferred Stock have a
liquidation value of $1,000 per share and may be converted into
shares of the Company’s common stock at a conversion price of $6.48
per share, subject to a 19.9% beneficial ownership conversion
limitation based on the total issued and outstanding shares of
common stock of the Company beneficially owned by the holder. There
is no cash or other consideration paid by the holder converting the
shares and, accordingly, there is no cash or other consideration
received by the Company.
Item
16. Exhibits and financial statement schedules
(a)
Exhibits
|
Exhibit |
|
Description |
|
1.1 |
|
Form of Underwriting
Agreement. ** |
|
3.1 |
|
Certificate of
Incorporation of Document Security Systems, Inc., as amended
(incorporated by reference to exhibit 3.1 to Form 10-K dated March
31, 2011) |
|
3.2 |
|
Certificate of Amendment
of the Certificate of Incorporation of Document Security Systems,
Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated
August 25, 2016). |
|
3.3 |
|
Certificate of Amendment of the Certificate of
Incorporation of Document Security Systems, Inc. (incorporated by
reference to exhibit 3.1 to Form 8-K dated August 27,
2020). |
|
3.4 |
|
Certificate of
Correction to the Certificate of Amendment of Certificate of
Incorporation of Document Security Systems, Inc. (incorporated by
reference to exhibit 3.1 to Form 8-K/A dated November 6,
2020).
|
|
3.5 |
|
Fifth Amended and
Restated By-Laws of Document Security Systems, Inc. (incorporated
by reference to exhibit 3.1 to Form 8-K dated April 26,
2019). |
|
4.1 |
|
Specimen Common Stock
Certificate of the Registrant (incorporated by reference to exhibit
4.1 to Form S-3 dated April 5, 2019). |
|
5.1 |
|
Opinion of Sichenzia
Ross Ference LLP. ** |
|
10.1 |
|
Document Security
Systems, Inc. 2013 Employee, Director and Consultant Equity
Incentive Plan (incorporated by reference to Annex H to Proxy
Statement/Prospectus contained in the Registration Statement on
Form S-4 originally filed with the SEC on November 26,
2012). |
|
10.2 |
|
Investment Agreement
dated as of February 13, 2014 by and among DSS Technology
Management, Inc., Document Security Systems, Inc., Fortress Credit
Co LLC and the Investors named therein (incorporated by reference
to exhibit 10.1 to Form 8-K dated February 18,
2014). |
|
10.3 |
|
Form of Securities
Purchase Agreement for September 2015 Financing (incorporated by
reference to exhibit 10.1 to Form 8-K dated September 17,
2015). |
|
10.4 |
|
Form of Common Stock
Purchase Warrant for September 2015 Financing (incorporated by
reference to exhibit 10.2 to Form 8-K dated September 17,
2015). |
|
10.5 |
|
Form of amended
Securities Purchase Agreement for September 2015 Financing
(incorporated by reference to exhibit 10.1 to Form 8-K dated
October 2, 2015). |
|
10.6 |
|
Form of amended
Securities Purchase Agreement (incorporated by reference to exhibit
10.1 to Form 8-K dated November 30, 2015). |
|
10.7 |
|
Patent Purchase
Agreement between Document Security Systems, Inc. and Intellectual
Discovery Co., Ltd. dated November 10, 2016 (incorporated by
reference to exhibit 10.28 to Form 10-K dated March 28,
2017). |
|
10.8 |
|
Patent License Agreement
between Document Security Systems, Inc. and Intellectual Discovery
Co., Ltd. dated November 10, 2016 (incorporated by reference to
exhibit 10.29 to Form 10-K dated March 28, 2017). |
|
10.9 |
|
Proceeds Investment
Agreement between Document Security Systems, Inc. and Brickell Key
Investments LP dated November 14, 2016 (incorporated by reference
to exhibit 10.30 to Form 10-K dated March 28,
2017). |
|
10.10 |
|
Common Stock Purchase
Warrant between Document Security Systems, Inc. and Brickell Key
Investments LP dated November 14, 2016 (incorporated by reference
to exhibit 10.31 to Form 10-K dated March 28,
2017). |
|
10.11 |
|
First Amendment to
Investment Agreement and Certain Other Documents between DSS
Technology Management, Inc., Document Security Systems, Inc.,
Fortress Credit Co LLC and Investors dated December 2, 2016
(incorporated by reference to exhibit 10.32 to Form 10-K dated
March 28, 2017). |
|
10.12 |
|
Form of Loan Agreement
between Premier Packaging Corporation and Citizens Bank, N.A.
(incorporated by reference to exhibit 10.1 to Form 8-K dated July
28, 2017). |
|
10.13 |
|
Form of Term Note
Non-Revolving Line of Credit Agreement between Premier Packaging
Corporation and Citizens Bank, N.A. (incorporated by reference to
exhibit 10.2 to Form 8-K dated July 28, 2017). |
|
10.14 |
|
Form of Security
Agreement between Premier Packaging Corporation and Citizens Bank,
N.A. (incorporated by reference to exhibit 10.3 to Form 8-K dated
July 28, 2017). |
|
10.15 |
|
Form of Common Stock
Purchase Warrant (incorporated by reference to exhibit 4.1 to Form
8-K dated September 6, 2017). |
|
10.16 |
|
Form of Securities
Purchase Agreement (incorporated by reference to exhibit 10.1 to
Form 8-K dated September 6, 2017). |
|
10.17 |
|
Securities Exchange
Agreement, dated September 12, 2017, between Document Security
Systems, Inc. and Hengfai Business Development Pte. Ltd.
(incorporated by reference to exhibit 10.1 to Form 8-K dated
September 15, 2017). |
|
10.18 |
|
Form of Loan Agreement
between Plastic Printing Professionals, Inc. and Citizens Bank,
N.A. (incorporated by reference to exhibit 10.1 to Form 8-K dated
December 6, 2017). |
|
10.19 |
|
Form of Term Note
Non-Revolving Line of Credit Agreement between Plastic Printing
Professionals, Inc. and Citizens Bank, N.A. (incorporated by
reference to exhibit 10.2 to Form 8-K dated December 6,
2017). |
|
10.20 |
|
Form of Security
Agreement between Plastic Printing Professionals, Inc. and Citizens
Bank, N.A. (incorporated by reference to exhibit 10.3 to Form 8-K
dated December 6, 2017). |
|
10.21 |
|
2021 Employment
Agreement entered by and between the Company and Frank Heuszel on
November 13, 2020 (incorporated by reference to exhibit 10.1 to
Form 8-K dated November 19, 2020).
|
|
10.22 |
|
Executive Employment
Agreement with Mr. Jason Grady (incorporated by reference to
exhibit 10.2 to Form 10-Q dated November 13, 2019). |
|
10.23 |
|
Executive Employment
Agreement with Mr. Heng Fai Ambrose Chan (incorporated by reference
to exhibit 10.3 to Form 10-Q dated November 13,
2019). |
|
10.23a |
|
2020 Amendment to
Executive Employment Agreement with Mr. Heng Fai Ambrose Chan
(incorporated by reference to exhibit 10.1 to Form 8-K dated
November 25, 2020).
|
|
10.24 |
|
Document Security
Systems, Inc. 2020 Employee, Director and Consultant Equity
Incentive Plan (incorporated by reference to exhibit 10.24 to Form
10-K dated March 31, 2020). |
|
10.25 |
|
Term Sheet dated March
3, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K
dated March 6, 2020). |
|
10.26 |
|
Promissory Note dated
March 3, 2020 (incorporated by reference to exhibit 10.2 to Form
8-K dated March 6, 2020). |
|
10.27 |
|
Form of Warrant
(incorporated by reference to exhibit 10.3 to Form 8-K dated March
6, 2020). |
|
10.28 |
|
Stockholder Agreement
(incorporated by reference to exhibit 10.4 to Form 8-K dated March
6, 2020). |
|
10.29 |
|
Term Sheet dated March
12, 2020 (incorporated by reference to exhibit 10.29 to Form 10-K
dated March 31, 2020). |
|
10.30 |
|
Share Exchange Agreement
dated as of April 27, 2020, among Document Security Systems, Inc.,
DSS BioHealth Security, Inc., Singapore eDevelopment Limited and
Global BioMedical Pte Ltd. (incorporated by reference to exhibit
10.4 to Form 8-K dated May 1, 2020) |
|
21.1 |
|
Subsidiaries of Document
Security Systems, Inc. ** |
|
23.1 |
|
Consent of Freed Maxick
CPAs, P.C. * |
|
23.2 |
|
Consent
of Turner, Stone & Company, L.L.P. * |
|
99.1 |
|
Impact BioMedical’s
Audited Consolidated Financial Statements and the notes related
thereto (incorporated by reference to exhibit 99.1 to Form 8-K/A
dated June 8, 2020). |
|
99.2 |
|
Impact BioMedical’s
Interim Unaudited Consolidated Financial Statement and the notes
related thereto (incorporated by reference to exhibit 99.2 to Form
8-K/A dated June 8, 2020). |
|
99.3 |
|
Unaudited Pro Forma
Condensed Combined Financial Statements of DSS and Impact
BioMedical and the notes related thereto (incorporated by reference
to exhibit 99.3 to Form 8-K/A dated June 8, 2020). |
|
99.4 |
|
Unaudited Pro Forma
Interim Condensed Combined Financial Statements of DSS and Impact
BioMedical and the notes related thereto (incorporated by reference
to exhibit 99.1 to Form 8-K/A dated November 6,
2020). |
|
99.5 |
|
Distribution Agreement
by and between Impact BioMedical Inc. and BioMed Technologies Asia
Pacific Holdings Limited effective December 18, 2020 (incorporated
by reference to exhibit 99.1 to Form 8-K dated December 23,
2020).
|
|
99.6 |
|
Term Sheet by and
among Document Security Systems, Inc., Alset International Limited,
Health Wealth Happiness Pte. Ltd., and HWH World Inc. dated January
6, 2021 (incorporated by reference to exhibit 99.1 to Form 8-K
dated January 6, 2021).
|
| |
* |
Previously filed |
|
|
** |
Filed
herewith |
Item 17. Undertakings
| (a) |
The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. |
| |
|
| (b) |
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue. |
| |
|
| (c) |
The
undersigned Registrant hereby undertakes that: |
| |
(1) |
For
purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of the time
it was declared effective. |
| |
|
|
| |
(2) |
For
the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
Signatures
Pursuant
to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 2 to Registration
Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Rochester, New York, on
January 14, 2021.
| |
Document
Security Systems, Inc. |
|
|
|
|
| |
By: |
/s/
Frank D. Heuszel |
| |
|
Frank
D. Heuszel |
| |
|
Chief
Executive Officer |
| |
|
|
| |
By: |
/s/
Todd D Macko |
| |
|
Todd
D. Macko |
| |
|
Interim
Chief Financial Officer |
|
Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/
Frank D. Heuszel
|
|
Chief
Executive Officer |
|
January
14, 2021 |
| Frank
D. Heuszel |
|
Principal
Executive Officer and Director |
|
|
| |
|
|
|
|
|
/s/
Todd D. Macko |
|
Interim
Chief Financial Officer, |
|
January
14, 2021 |
|
Todd
D. Macko |
|
Principal
Financial and Accounting Officer |
|
|
|
|
|
|
|
|
|
* |
|
Chairman
of Board of Document Security Systems, Inc., |
|
January
14, 2021 |
| Heng
Fai Ambrose Chan |
|
Director
and CEO of DSS International Inc. |
|
|
| |
|
|
|
|
|
* |
|
Director |
|
January
14, 2021 |
| José
Escudero |
|
|
|
|
| |
|
|
|
|
|
* |
|
Director |
|
January
14, 2021 |
| Sassuan
Lee |
|
|
|
|
| |
|
|
|
|
|
* |
|
Director |
|
January
14, 2021 |
| John
Thatch |
|
|
|
|
| |
|
|
|
|
|
* |
|
Director |
|
January
14, 2021 |
| Wah
Wai Lowell Lo |
|
|
|
|
| |
|
|
|
|
|
* |
|
Director |
|
January
14, 2021 |
| Tung
Moe Chan |
|
|
|
|
| |
|
|
|
|
|
* |
|
Director |
|
January
14, 2021 |
|
Wai
Leung William Wu |
|
|
|
|
|
*
By: |
/s/
Frank D. Heuszel |
|
| |
Frank
D. Heuszel |
|
| |
Attorney-in-fact |
|
