8-K
Dss, Inc. (DSS)
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): November 4, 2021
DSS,
INC.
(Exact name of registrant as specified in its charter)
| New York | 001-32146 | 16-1229730 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 6 Framark Drive<br><br> <br>Victor, New York | 14564 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (585) 325-3610
NotApplicable
(Formername 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):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.02 par value per share | DSS | The<br> NYSE American LLC |
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 7.01 Regulation FD
On November 4, 2021, the DSS issued a press release (the “DSS Press Release”) describing AMRE’s acquisition of three hospitals located in Fort Worth, Texas, Plano, Texas and Pittsburgh, Pennsylvania.
A copy of the DSS Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in DSS Press Release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in the DSS Press Release is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in the DSS Press Release constitutes material investor information that is not otherwise publicly available.
Item8.01 Other Events
On October 29, 2021, American Pacific Bancorp, Inc. (the “Company”), a majority owned subsidiary of DSS, Inc. (“DSS”), entered into a subscription agreement (the “Subscription Agreement”) with American Medical REIT Inc., (“AMRE”), pursuant to which AMRE issued a convertible promissory note (the “Note”) in favor of the Company in the principal sum of $13,940,340. The principal sum of the Note is due on demand, and in the absence of any demand by the Company is due twenty-five (25) months from the date of issuance (the “Maturity Date”). Interest on the outstanding balance of the Note accrues at a rate of eight percent (8.00%) per annum and is to be payable in cash quarterly in arrears commencing on the 29^th^ day of January 2022, and continue on the 29^th^ day of each April, July, October and January thereafter through Maturity. AMRE may prepay or repay all or any portion of the Note in cash upon thirty (30) days written notice to the Company, without premium or penalty. At the option of the Company, the unpaid principal and interest balance on the Note may be converted, in whole or in part, at any time on or before the Maturity Date, into fully-paid and non-assessable shares of common stock par value $0.001 per share (“Common Stock”) of AMRE at a conversion rate equal to $10.00 per share.
The foregoing summary of the Subscription Agreement and the Note is subject to, and qualified in its entirety by, the terms of the Subscription Agreement and the Note.
Item9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | |
|---|---|
| Number | Exhibit |
| 99.1 | Press Release dated November 4, 2021 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| DOCUMENT SECURITY SYSTEMS, INC. | ||
|---|---|---|
| Dated:<br> November 5, 2021 | By: | /s/ Frank D. Heuszel |
| Name: | Frank<br> D. Heuszel | |
| Title: | Chief<br> Executive Officer and Interim Chief Financial Officer |
Exhibit99.1
FORIMMEDIATE RELEASE
DSSExpands American Medical REIT with Acquisition of Three
EstablishedAcute Care Hospitals in Texas and Pennsylvania
Rochester,N.Y., November 3, 2021 - DSS, Inc. (“DSS” or the “Company”) (NYSE American: DSS), a multinational company operating business segments in blockchain security, direct marketing, healthcare, consumer packaging, real estate, renewable energy, and securitized digital assets, today announced its majority-owned subsidiary, American Medical REIT Inc. (“AMRE”), has acquired three hospitals (the “Hospitals”) located in Fort Worth, Texas, Plano, Texas and Pittsburgh, Pennsylvania. The aggregate purchase price for the Hospitals was $62 million. The Hospitals are currently tenanted and operated by LifeCare Hospitals (together with its affiliates, “LifeCare Hospitals”), a specialty hospital operator with a focus on long-term acute and critical care.
The Hospitals acquired by AMRE are currently under an 18-year lease with eleven years remaining and an option to renew for an additional five years. The Hospitals have a total capacity of 195 hospital beds spanning a gross floor area of approximately 320,000 square feet. The Hospitals are located near densely populated and fast-growing areas, within close proximity to state highways, making them easily accessible by patients and clients. Additionally, the Hospitals have been accredited by The Joint Commission and are Medicare-certified. In 2015, the Hospitals were awarded the Quality Respiratory Care Recognition accolade issued by the American Association of Respiratory Care.
LifeCare Hospitals has lengthy experience in operating long term and acute care facilities. Since 1992, LifeCare Hospitals’ early intervention and early mobilization treatment program addresses those patients that require a length of stay greater than 5 days in the ICU/Critical care setting. LifeCare Hospitals provides these patients with additional resources that are not normally provided in traditional hospital settings to enhance the recovery process. LifeCare Hospitals operates a behavioral health hospital in Pittsburgh that delivers innovative behavioral health care by providing patient centered therapeutic interventions in a safe, compassionate, and personalized recovery environment.
“These acquisitions represent a significant expansion of our real estate operations,” stated Frank D. Heuszel, CEO of DSS. “While other areas within commercial real estate have been impacted by the ongoing pandemic, medical real estate has demonstrated considerable resiliency. With a now formidable foundation in place, we are in a great position to pursue further opportunities to expand AMRE as we continue to execute on our strategic growth plans.”
“Following AMRE’s maiden acquisition of Ivy Brook Medical Center in July this year, we are pleased to report AMRE has expanded its portfolio with three additional quality hospitals which we believe will position us to create sustainable dividends and build value for our shareholders over the long term,” commented Mr. Heng Fai Chan, Executive Chairman of the Company. “We continue to believe that the medical REIT space is a scalable and lucrative business model resilient to macroeconomic fluctuations. Looking ahead, we intend to focus our attention on advancing additional acquisitions through our pipeline of high-quality healthcare assets so as to accelerate growth for AMRE.”
In connection with the acquisition of the Hospitals, DSS Securities, a wholly owned subsidiary of DSS, loaned AMRE $0.8 million and American Pacific Bancorp, Inc., a majority-owned subsidiary of DSS, loaned AMRE $13.9 million.
AboutDSS, Inc.
DSS is a multinational company operating business segments in blockchain security, direct marketing, healthcare, consumer packaging, real estate, renewable energy, and securitized digital assets. Its business model is based on a distribution sharing system in which shareholders receive shares in its subsidiaries as DSS strategically unlocks value through IPO spin offs. Under new leadership since 2019, DSS has built the necessary foundation for sustainable growth through the acquisition and formation of a diversified portfolio of companies positioned to drive profitability in five high-growth sectors. These companies offer innovative, flexible, and real-world solutions that not only meet customer needs, but create sustainable value and opportunity for transformation.
For more information on DSS visit http://www.dsssecure.com.
AboutAmerican Medical REIT Inc.
AMRE provides financing solutions to leading medical operators by acquiring licensed patient treatment facilities in various communities and delivering reliable, secure, and competitive cash returns to our investors. AMRE focuses on credit worthy single-tenant, single property transactions in the $10-$60M range and portfolio deals of larger scale, having initial rental yield in the 7-9% range and to pay a quarterly dividend up to 8% in annualized yield to the investors.
For more information, please visit: www.americanmedreit.com.
InvestorContact:
Dave Gentry, CEO
RedChip Companies Inc.
407-491-4498
Dave@redchip.com
SafeHarbor Disclosure
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the Company’s intended use of proceeds and other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of development activities; our ability to attract, integrate and retain key personnel; our need for substantial additional funds; patent and intellectual property matters; competition; as well as other risks described in the section entitled “Risk Factors” in the prospectus and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.