Current Report Filing (8-k)
January 06 2021 - 9:25AM
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
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16-1229730
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(State
or other jurisdiction
of
incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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200
Canal View Boulevard
Suite
104
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
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.
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DOCUMENT
SECURITY SYSTEMS, INC.
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Dated:
January 6, 2021
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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
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