Amended Current Report Filing (8-k/a)
November 19 2021 - 4:31PM
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2021-09-03
2021-09-03
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 3, 2021
DSS
INC.
(Exact
name of registrant as specified in its charter)
New
York
|
|
001-32146
|
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16-1229730
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
6
Framark Drive
Victor,
New York 14564
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (585) 325-3610
N/A
(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:
☐
|
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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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.02 Par Value
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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 as defined in Rule 405 of the Securities Act of 1933
or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Explanatory
Note
On
September 10, 2021, DSS Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to
report the Company’s entry into a stock purchase agreement (the “SPA”) with American Pacific Bancorp (“APB”),
which provided for an investment of up to $40,000,200 by DSS into APB for an aggregate of 6,666,700 shares of the APB’s Class A
Common Stock, par value $0.01 per share. This Amendment No. 1 to the Original Form 8-K amends and supplements the Initial Form 8-K to
include financial statements and pro forma financial information permitted to be filed by amendment no later than 71 calendar days after
the date that the Original Form 8-K was required to be filed with the Securities and Exchange Commission. No other modifications to the
Original 8-K are being made by this Amendment No. 1. This Amendment No. 1 should be read in connection with the Original 8-K.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
audited financial statements of APB, which includes balance sheet, statements of operations, statements of changes in shareholders’
equity, and statements of cash flows for the years ended December 31, 2020, and 2019, and the unaudited condensed consolidated financial
statements of APB for the six months ended June 30, 2021, which include the condensed consolidated balance sheets, condensed consolidated
statements of operations, condensed consolidated statements of changes in shareholders’ equity, and condensed consolidated statements
of cash flows.
(b)
Pro Forma Financial Information.
The
Company and APB’s unaudited pro forma condensed combined financial statements, which include the unaudited pro forma condensed
combined balance sheet and statement of operations as of December 31, 2020, and the unaudited pro forma condensed combined statement
of operations for the nine months ended September 30, 2021, and the notes related thereto, are included as Exhibit 99.2 and incorporated
herein by reference.
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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DSS,
INC.
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November
19, 2021
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By:
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/s/
Jason Grady
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Name:
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Jason
Grady
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Title:
|
Chief
Executive Officer
|
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