Current Report Filing (8-k)
February 21 2020 - 5:26PM
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): February 20, 2020
DOCUMENT
SECURITY SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
New
York
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001-32146
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16-1229730
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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200
Canal View Boulevard
Suite
300
Rochester,
NY
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14623
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(Address
of principal executive offices)
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(Zip
Code)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.02 par value per share
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DSS
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The
NYSE American LLC
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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
1.01 Entry into a Material Definitive Agreement.
On
February 20, 2020, Document Security Systems, Inc., a New York corporation (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), which provided
for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering
(the “Offering”), of 22,222,223 shares of the Company’s common stock, $0.02 par value per share. Subject to
the terms and conditions contained in the Underwriting Agreement, the shares were sold to the Underwriter at a public offering
price of $0.18 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day
option to purchase up to 3,333,333 additional shares of the Company’s common stock on the same terms and conditions for
the purpose of covering any over-allotments in connection with the Offering. The net offering proceeds to the Company from the
Offering are estimated to be approximately $4 million, after deducting estimated underwriting discounts and commissions and other
estimated offering expenses, and assuming no exercise of the Underwriter’s over-allotment option. The Company intends to
use the net proceeds from this offering to fund development of new business lines, to upgrade machinery and facilities, to service
remaining commitments under the IP monetization business and for strategic growth initiatives, including possible acquisitions
or investments in complementary businesses, products, services, technologies or assets, as well as for working capital and general
corporate purposes. Heng Fai Ambrose Chan, the Chairman of the Company’s Board of Directors, purchased $2 million of shares
in the Offering.
The
Offering is expected to close on or about February 25, 2020, subject to customary closing conditions set forth in the Underwriting
Agreement. The Offering is being made pursuant to the Company’s registration statement on Form S-1 (File No. 333-236082),
which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 14, 2020 under the
Securities Act of 1933, as amended (the “Securities Act”). A final prospectus describing the terms of the proposed
offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
The
Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and termination
and other provisions customary for transactions of this nature. The Company and all of the Company’s executive officers
and directors have also agreed not to sell or transfer any securities of the Company held by them for a period of 180 days from
February 20, 2020, subject to limited exceptions.
This
Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related
to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties
involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as
other risks detailed from time to time in the Company’s filings with the SEC.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
8.01 Other Information.
On
February 20, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is
filed as Exhibit 99.1 hereto, and incorporated herein by reference.
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 Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
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DOCUMENT
SECURITY SYSTEMS, INC.
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Dated:
February 21, 2020
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By:
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/s/
Frank D. Heuszel
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Name:
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Frank
D. Heuszel
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Title:
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Chief
Executive Officer and Interim Chief Financial Officer
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