Dss, Inc 8-K, filed Jan 8, 2024
Dss, Inc. (DSS)
About this 8-K
Dss, Inc filed this 8-K on January 8, 2024, reporting on events of January 4, 2024.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification of Rights to Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 22, 2023, the Board of Directors (“the Board”), subject to the requisite approval of the shareholders of DSS, Inc. (the “Company”), approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of not less than 1-for-20 and not more than 1-for-40, with such ratio to be determined in the discretion of the Company’s Chief Executive Officer. On December 1, 2023, the majority of the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s issued and outstanding common stock, at a ratio within the range of not less than 1-for-20 and not more than 1-for-40, with such ratio to be determined in the discretion of the Company’s Chief Executive Officer.
On January 4, 2024, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of New York to effect a one-for-twenty (1-for-20) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par value $0.02 per share (the “Common Stock”). As a result of the Reverse Stock Split, at the Effective Time, every twenty (20) shares of the Company’s issued and outstanding pre-Reverse Stock Split Common Stock were automatically combined into one (1) share of outstanding Common Stock. The Reverse Stock Split became effective on January 4, 2024 (the “Effective Time”) and began trading on a split adjusted basis on January 5, 2024 under the existing ticker symbol “DSS” and a new CUSIP number of 26253C 201 on the New York Stock Exchange American.
The Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock or preferred stock, nor any voting rights of the Common Stock. The Reverse Stock Split reduced the number of shares of Common Stock issued and outstanding from approximately 140 million to approximately 7 million.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share were entitled to receive one full share of post-Reverse Stock Split Common Stock, in lieu of receiving such fractional shares.
The Company’s transfer agent, Equiniti Transfer & Trust Company, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
The foregoing description is qualified in its entirety by the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| DSS, INC. | ||
| Date: January 8, 2024 | By: | /s/ Frank D. Heuszel |
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
Certificate of Amendment
to the
Certificate of Incorporation
Of
DSS, INC.
The undersigned, being the Chief Executive Officer of DSS, Inc. (the “Corporation”), a corporation organized and existing under Business Corporation Law of the State of New York (the “NYBCL”), hereby certifies as follows, pursuant to Sections 502 and 805 of the NYBCL:
| 1. | The name of the Corporation is DSS, Inc. The name under which the Corporation was formed was Thoroughbreds, U.S.A., Inc. | |
| 2. | The Certificate of Incorporation was filed on May 30, 1984. | |
| 3. | The Corporation is authorized to issue 500,046,868 shares, with a par value of $0.02, consisting of 500,000,000 shares of Common Stock, with a par value of $0.02, and 46,868 shares of Series A Convertible Preferred Stock, with a par value of $0.02. Paragraph FOURTH of the Certificate of Incorporation of the Corporation shall be amended to read as follows: |
“FOURTH: The Corporation is authorized to issue 500,046,868 shares, with a par value of $0.02, consisting of 500,000,000 shares of common stock, with a par value of $0.02, and 46,868 shares of Series A Convertible Preferred Stock, with a par value of $0.02.
| (a) | Upon the filing of the Certificate of Amendment with the New York Department of State, the issued and outstanding shares of the Corporation’s Common Stock shall automatically be changed into a smaller number of shares such that each twenty (20) shares of the Corporation’s issued and outstanding Common Stock as of the filing date are hereby changed into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.02 per share, without any further action by the Corporation or the holders thereof (the “Reverse Split”). No fractional shares of the Corporation’s Common Stock will be issued as a result of the Reverse Split. Instead, stockholders as of the filing date who otherwise would be entitled to receive fractional shares will be entitled to a rounding up of their fractional shares to the nearest whole share. | |
| (b) | The Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates representing such shares have been surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Split unless the existing certificates evidencing the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.” |
| 4. | This Certificate of Amendment to the Certificate of Incorporation was authorized by the vote of the Board of Directors of the Corporation and a vote of a majority of all outstanding shares entitled to vote thereon by written consent in lieu of a meeting of stockholders, pursuant to Section 803 of the New York Business Corporation Law. |
IN WITNESS WHEREOF, this Certificate of Amendment is executed on behalf of the Corporation by its Chief Executive Officer this 4th day of January 2024.
| By: | /s/ Frank D. Heuszel | |
| Title: | Chief Executive Officer | |
| Name: | Frank D. Heuszel |