Form 8-K - Current report

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

November 12, 2024

Date of Report (Date of earliest event reported)

TSS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-33627	20-2027651
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
110 E. Old Settlers Road
Round Rock, Texas		78664
(Address of principal executive offices)		(Zip Code)

(512) 310-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, 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:

☐ 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 this Act: None.

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. ☐

Item8.01.

Other Events.

On November 12, 2024, TSS, Inc. (the “Company”) issued a press release announcing that its shares of common stock have been approved for listing to The Nasdaq Capital Market under the Company’s current ticker symbol, “TSSI.” Trading on the exchange will commence effective with the opening of trading on November 14, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

The press release contains “forward-looking statements” – that is, statements related to future – not past – events, plans, and prospects. In this context, forward-looking statements may address matters such as our expected future business and financial performance, and often contain words such as “guidance,” “prospects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could adversely or positively affect the Company's future results include: we may not have sufficient resources to fund our business and may need to issue debt or equity to obtain additional funding; our reliance on a significant portion of our revenues from a limited number of customers and our ability to diversify our customer base; risks relating to operating in a highly competitive industry; risks relating to supply chain challenges; risk related to changes in labor market conditions; risks related to the implementation of a new enterprise resource IT system; risk related to the development of our procurement and reseller services business; risks relating to rapid technological, structural, and competitive changes affecting the industries we serve; risks involved in properly managing complex projects; risks relating to the possible cancellation of customer contracts on short notice; risks relating our ability to continue to implement our strategy, including having sufficient financial resources to carry out that strategy; and other risks and uncertainties disclosed in our filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

99.1

Press Release, dated November 12, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TSS, INC.


	By:	/s/ Daniel M. Chism
		Daniel M. Chism
		Chief Financial Officer

Date: November 12, 2024

Exhibit 99.1

TSS, Inc. Announces Uplisting to The Nasdaq Capital Market

ROUND ROCK, Texas / November 12, 2024 / TSS, Inc. (OTCQB: TSSI), a leading data center services company in the AI and high-performance computing infrastructure and services market, today announced that its shares of common stock have been approved for listing to The Nasdaq Capital Market (“Nasdaq”). Trading on the exchange will commence effective with the open of business on November 14, 2024, under the Company’s current ticker symbol, “TSSI.”

The Company’s common stock will continue to trade on the OTCQB until the close of the market on November 13, 2024. Shareholders are not required to take any action as a result of the uplisting,

Darryll Dewan, CEO of TSS Inc., commented, “Uplisting to the Nasdaq marks a significant milestone in our journey as a publicly traded company, and as a technology company, trading on this market is a logical next step. There is a strong positive outlook for our services, particularly AI-enabled rack integration, given the growing interest in AI technologies. Listing on the Nasdaq will improve liquidity for our investors, increase our visibility and help attract new investors as we continue to execute our growth strategy.”

About TSS, Inc.

TSS specializes in simplifying the complex. The TSS mission is to streamline the integration and deployment of high-performance computing infrastructure and software, ensuring that end users quickly receive and efficiently utilize the necessary technology. Known for flexibility, the company builds, integrates, and deploys custom, high-volume solutions that empower data centers and catalyze the digital transformation of generative AI and other leading-edge technologies essential for modern computing, data, and business needs. TSS's reputation is built on passion and experience, quality, and fast time to value. As trusted partners of the world's leading data center technology providers, the company manages and deploys billions of dollars in technology each year. For more information, visit www.tssiusa.com.

Forward Looking Statements

Contacts:

Hayden IR	TSS, Inc.
James Carbonara (646-755-7412)	Danny Chism
Brett Maas (646-536-7331)	Chief Financial Officer
tssi@haydenir.com	(512) 310-4908
	dchism@tssiusa.com

SOURCE: TSS, Inc.

Document And Entity Information	Nov. 12, 2024
Document Information [Line Items]
Entity, Registrant Name	TSS, INC
Document, Type	8-K
Document, Period End Date	Nov. 12, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-33627
Entity, Tax Identification Number	20-2027651
Entity, Address, Address Line One	110 E. Old Settlers Road
Entity, Address, City or Town	Round Rock
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	78664
City Area Code	512
Local Phone Number	310-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001320760