Current Report Filing (8-k)
March 17 2020 - 5:15PM
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): March 12, 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
March 12, 2020, Document Security Systems, Inc. (the “Company”) entered into a binding term sheet (the “Term
Sheet”) with DSS BioHealth Security, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“DBHS”),
Global BioMedical Pte Ltd, a Singapore corporation (“GBM”), and Impact BioMedical Inc., a Nevada corporation and wholly
owned subsidiary of GBM (“Impact”). Pursuant to the Term Sheet, the Company will acquire Impact, a company engaged
in the development and marketing of biohealth security technologies, in a proposed share exchange transaction with a purchase
price capped at $50 million, subject to completion of due diligence and an independent valuation. In consideration of 100% of
Impact, the Company will issue GBM (i) up to 14,500,000 shares of its common stock, par value $0.02 (the “Common Stock”),
at a price of $0.216 per share (valued at $3,132,00), and (ii) perpetual convertible preferred stock (“Convertible Preferred
Stock”)for the remaining balance of the purchase price, as adjusted by the independent valuation and subject to a 19.9%
blocker based on the total issued outstanding shares of Common Stock held or to be held by GBM.
Pursuant
to the Term Sheet, in consideration for the Convertible Preferred Stock, the Company will have certain rights, including appointing
members of the Board of Directors of Impact, as set forth in the Term Sheet. In addition, the Term Sheet and closing conditions
are subject to both the Company and GBM having obtained approvals from their respective shareholders and relevant stock exchanges,
as well as an independent audit, which shall be included in the pending proxy for shareholder vote.
GBM
is a 100% owned subsidiary of Singapore eDevelopment Limited whose Chief Executive Office and largest shareholder is Heng Fai
Ambrose Chan, the Chairman of the Board and largest shareholder of the Company. As such, the above transactions constitute related
party transactions which have been duly approved by the Company’s Board of Directors and Audit Committee.
Item
8.01 Other Information.
On
March 12, 2020, the Company issued a press release announcing the terms of the Term Sheet. 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 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:
March 17, 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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