Dss, Inc 8-K/A, filed Nov 19, 2021

Dss, Inc. (DSS)

8-K/A 2021-11-19 For: 2021-09-03

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Added on April 10, 2026

About this 8-K/A

Dss, Inc filed this 8-K/A on November 19, 2021, reporting on events of September 3, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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☐	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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.02 Par Value		DSS		The NYSE American LLC

Number		Description
99.1		Audited consolidated financial statements of APB as of and for the years ended December 31, 2020 and 2019 and accompany Report of Lo and Kwong C.P.A. & Co.

99.2		Unaudited condensed consolidated financial statements of APB as of June 30, 2021 and for the six months ended June 30, 2021.

99.3		Unaudited pro forma condensed combined financial statements of DSS, Inc. and APB and the notes related thereto for the periods ended December 31, 2020 and the nine months ended September 30, 2021

	DSS, INC.

November 19, 2021	By:	/s/ Jason Grady
	Name:	Jason Grady
	Title:	Chief Executive Officer

	Pages
Independent Auditor’s Report	1
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Shareholders’ Equity	4
Statements of Cash Flows	5
Notes to the Financial Statements	6-14

	December 31, 2020			December 31, 2019
	$			$

ASSETS
Non-Current Assets
Loan receivables		840,000			-

Total Non-Current Assets		840,000			-
Current Assets
Cash and cash equivalents		1,848,455			449,115
Loan receivables		269,610			249,540
Loan interest receivables		9,567			6,600
Due from a related party		24,583			-
Investment securities - fair value		313,343			257,555
Total Current Assets		2,465,558			962,810
TOTAL ASSETS		3,305,558			962,810
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses		117,188			49,397
Total Current Liabilities		117,188			49,397
Shareholders’ Equity
Common stock, $0.01 par value; 200,000,000 and 100,000,000 shares authorized respectively, none of the shares and 5,033,123 shares issued and outstanding at December 31, 2020 and 2019, respectively		-			50,331
Class A Common Stock, $0.01 par value, 100,000,000 shares and nil authorized respectively, 491,665 shares and nil outstanding at December 31, 2020 and 2019, respectively		4,917			-
Class B Common Stock, $0.01 par value, 100,000,000 shares and nil authorized respectively, 5,033,123 shares and nil outstanding at December 31, 2020 and 2019, respectively		50,331			-
Preferred stock, $0.01 par value, 100,000,000 and 100,000,000 shares authorized respectively, 491,665 shares and nil outstanding at December 31, 2020 and 2019, respectively		4,917			-
Additional paid-in capital		4,142,448			1,541,791
Accumulated deficit		(1,014,243	)		(678,709	)
Total Shareholders’ Equity		3,188,370			913,413
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		3,305,558			962,810

	Year ended December 31,			Year ended December 31,
	2020			2019
	$			$
Interest income:
Interest on loan		44,914			38,816
Bank interest		4,106			9,766
Total interest income		49,020			48,582
Unrealized gain (loss) on investment securities		55,788			(123,663	)
Other income		2,581			1,490
Operating expenses:
General and administrative expenses		(9,175	)		(197	)
Professional fees		(360,707	)		(347,292	)
Total operating expenses		(369,882	)		(347,489	)
Finance cost:
Dividend on preferred stocks		(73,041	)		-
Loss before provision for income taxes		(335,534	)		(421,080	)
Provision for income taxes		-			-
Net loss		(335,534	)		(421,080	)
Net loss per common share - basic and diluted		(0.06	)		(0.13	)
		Shares			Shares
Weighted average number of common stocks outstanding - basic and diluted		5,402,377			3,185,774

	Preferred stock				Common stock						Class A Common Stock				Class B Common Stock
			Amount ($0.01 Par)					Amount ($0.01 Par)					Amount ($0.01 Par)				Amount ($0.01 Par)		Additional paid-in capital		Accumulated deficit			Total shareholders’ (deficit) equity
	Shares		$		Shares			$			Shares		$		Shares		$		$		$			$
Balances at December 31,2018		-		-		100,000			1,000			-		-		-		-		-		(257,629	)		(256,629	)
Net loss for the year						-			-			-		-		-		-		-		(421,080	)		(421,080	)
Issuance of shares for the acquisition of investment securities		-		-		1,906,090			19,061			-		-		-		-		362,157		-			381,218
Issuance of shares for conversion of debt with related parties		-		-		3,027,033			30,270			-		-		-		-		1,179,634		-			1,209,904
Balances at December 31, 2019		-		-		5,033,123			50,331			-		-		-		-		1,541,791		(678,709	)		913,413
Net loss for the year		-		-		-			-			-		-		-		-		-		(335,534	)		(335,534	)
Conversion of common stock to Class B Common Stock		-		-		(5,033,123	)		(50,331	)		-		-		5,033,123		50,331		-		-			-
Issuance of Class A Common Stock and preferred stocks		491,665		4,917		-			-			491,665		4,917		-		-		2,600,657		-			2,610,491
Balances at December 31, 2020		491,665		4,917		-			-			491,665		4,917		5,033,123		50,331		4,142,448		(1,014,243	)		3,188,370

Level 1:	Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities.

Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques.

			Fair Value Measurement using
	Amount								Amount at
	at cost		Level 1		Level 2		Level 3		fair value
	$		$		$		$		$
December 31, 2020
Investment securities - trading		381,218		313,343		-		-		313,343

	Share price				Market Value
	December				December
	31, 2020		Shares		31, 2020		Valuation
		$				$
OptimumBank Holdings, Inc. (Related party)		3.37		92,980		313,343	Investment insecurities at fair value

	December 31,			December 31,
	2020			2019
		$			$
Deferred income tax assets Investments		14,254			25,969
Net operating loss carryforward		160,299			93,460
Less: valuation allowance		(174,553	)		(119,429	)
Net deferred tax asset		-			-

		Pages

Condensed Consolidated Balance Sheets		1

Condensed Consolidated Statements of Operations		2

Condensed Consolidated Statements of Changes in Shareholders’ Equity		3 - 4

Condensed Consolidated Statements of Cash Flows		5

Notes to the Unaudited Condensed Consolidated Financial Statements		6 - 13

Expressed in US dollars (“$”)

	June 30, 2021 (Unaudited)			December 31, 2020 (Unaudited)
				(Restated)
	$			$

ASSETS

Non-Current Assets
Loan receivables		259,540			840,000
Total Non-Current Assets		259,540			840,000

Current Assets
Cash and cash equivalents		1,801,480			2,348,478
Loan receivables		10,070			269,610
Loan interest and fee receivables		14,748			9,567
Due from a related party		40,670			24,909
Investment securities - fair value		448,164			313,343
Deposit		1,799			1,801
Deposit paid to purchases of investment securities		1,200,102			-
Total Current Assets		3,517,033			2,967,708

TOTAL ASSETS		3,776,573			3,807,708

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accounts payable and accrued expenses		85,450			117,833
Due to a related party		184,250			184,550
Other payable		36,875			36,875
Total Current Liabilities		306,575			339,258

Shareholders’ Equity
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized, 741,665 and 491,665 shares outstanding at June 30, 2021 and December 31, 2020, respectively		7,417			4,917
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized, 5,033,123 shares outstanding at June 30, 2021 and December 31, 2020		50,331			50,331
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 491,665 shares outstanding at June 30, 2021 and December 31, 2020		4,917			4,917
Accumulated other comprehensive loss		1,001			1,512
Additional paid-in capital		4,589,386			4,591,886
Accumulated deficit		(1,183,054	)		(1,185,113	)
Total Shareholders’ Equity		3,469.998			3,468,450

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		3,776,573			3,807,708

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	$			$			$			$
				(Restated)						(Restated)

Interest income:
Interest on loan		20,953			8,605			44,895			18,505
Bank interest		27			1,297			387			2,980
Total interest income		20,980			9,902			45,282			21,485

Unrealized gain (loss) on investment securities		88,331			(4,891	)		134,821			(31,259	)

Other income		355			1,882			944			1,882

Operating expenses:
General and administrative expenses		(4,639	)		(10,399	)		(8,038	)		(14,761	)
Professional fees		(56,700	)		(88,484	)		(97,200	)		(169,142	)

Total operating expenses		(61,339	)		(98,883	)		(105,238	)		(183,903	)

Income (loss) before provision for income taxes		48,327			(91,990	)		75,809			(191,795	)

Provision for income taxes		-			-			-			-

Net income (loss)		48,327			(91,990	)		75,809			(191,795	)

Dividends on preferred stock		(36,875	)		(31,626	)		(73,750	)		(36,516	)

Net income (loss) to common shareholder		11,452			(123,616	)		2,059			(228,311	)

Other comprehensive income
Foreign currency translation		384			80			(511	)		1,579

Total comprehensive income (loss)		11,836			(123,536	)		1,548			(226,732	)

Net income (loss) per common share - basic and diluted		0.00	*		(0.02	)		0.00	*		(0.04	)

		Shares			Shares			Shares			Shares

Weighted average number of common stocks outstanding - basic and diluted		5,719,843			5,454,788			5,622,854			5,278,516

	Preferred stock				Class A Common Stock				Class B Common Stock
	Shares		Amount ($0.01 Par)		Shares		Amount ($0.01 Par)		Shares		Amount ($0.01 Par)		Additional paid-in capital			Accumulated other comprehensive income			Accumulated deficit			Total shareholders’ (deficit) equity
			$				$				$		$			$			$			$

Balances at December 31, 2020		491,665		4,917		491,665		4,917		5,033,123		50,331		4,591,886			1,512			(1,185,113	)		3,468,450

Net income for the period		-		-		-		-		-		-		-			-			27,482			27,482

Foreign currency translation		-		-		-		-		-		-		-			(895	)		-			(895	)

Dividend on preferred stocks		-		-		-		-		-		-		-			-			(36,875	)		(36,875	)

Balances at March 31, 2021		491,665		4,917		491,665		4,917		5,033,123		50,331		4,591,886			617			(1,194,506	)		3,458,162

Net income for the period		-		-		-		-		-		-		-			-			48,327			48,327

Foreign currency translation		-		-		-		-		-		-		-			384			-			384

Issuance of shares for the acquisition of a subsidiary		-		-		250,000		2,500		-		-		(2,500	)		-			-			-

Dividend on preferred stocks		-		-		-		-		-		-		-			-			(36,875	)		(36,875	)

Balances at June 30, 2021		491,665		4,917		741,665		7,417		5,033,123		50,331		4,589,386			1,001			(1,183,054	)		3,469,998

			Fair Value Measurement using
	Amount at cost		Level 1		Level 2		Level 3		Amount at fair value
June 30, 2021		$		$		$		$		$

Investment securities - trading		381,218		448,164		-		-		448,164

	Share price June 30, 2021		Shares		Market Value June 30, 2021		Valuation
	$				$

OptimumBank Holdings, Inc. (Related party)		4.82		92,980		448,164	Investment in securities at fair value

	Share price December 31, 2020		Shares		Market Value December 31, 2020		Valuation
	$				$

OptimumBank Holdings, Inc. (Related party)		3.37		92,980		313,343	Investment in securities at fair value

	Pre-Acquisition DSS, Inc. (Purchaser)			Record Purchase			Post-acquisition DSS, Inc. (Purchaser)			American Pacific Bancorp, Inc. (Target)			Proforma Adjustment (Note 1)			Proforma Adjustment (Note 2)			Consolidated Financials
ASSETS
Current Assets:
Cash	$	5,183,000		$	(40,000,000	)	$	(34,774,000	)	$	1,848,000		$	-		$	40,000,000		$	7,031,000
Accounts Receivable		3,589,000			-			3,589,000			-			-			-			3,589,000
Loan Receivables		-			-			-			270,000			-			-			270,000
Loan Interest receivables		-			-			-			10,000			-			-			10,000
Inventory		1,955,000			-			1,955,000			-			-			-			1,955,000
Prepaid Expense and other current assets		1,192,000			-			1,192,000			24,000			-			-			1,216,000
Total Current Assets		12,450,000			(40,000,000	)		(27,550,000	)		2,152,000			-			40,000,000			14,602,000
Property plant and equipment, net		4,100,000			-			4,100,000			-			-			-			4,146,000
Investment		1,788,000			-			1,788,000			313,000			-			-			2,101,000
Investments - Equity Method		12,234,000			-			12,234,000			-			-			-			12,234,000
Investment in Target		-			40,000,000			40,000,000			-			(3,188,000	)		(36,812,000	)		-
Marketable securities		9,136,000			-			9,136,000			-			-			-			9,136,000
Notes Receivable		537,000			-			537,000			840,000			-			-			1,377,000
Non-current Assets held for sale - discontinued operations		790,000			-			790,000						-			-			790,000
Other assets		384,000			-			384,000			-			-			-			384,000
Right-of -use assets		182,000			-			182,000			-			-			-			182,000
Goodwill		26,862,000			-			26,862,000			-			-			16,945,000			43,807,000
Other intangible assets, net		23,456,000			-			23,456,000			-			-			-			23,456,000
Total Assets	$	91,919,000		$	-		$	91,919,000		$	3,305,000		$	(3,188,000	)	$	20,133,000		$	112,169,000

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts Payable	$	1,457,000			-		$	1,457,000		$	117,000			-		$	-		$	1,574,000
Accrued expenses and deferred revenue		5,260,000			-			5,260,000			-			-			-			5,260,000
Other current liabilities		1,435,000			-			1,435,000			-			-			-			1,435,000
Current liabilities held for Sale -discontinued operations		275,000			-			275,000			-			-			-			275,000
Revolving line of credit		-			-			-			-			-			-			-
Current portion of lease liabilities		167,000			-			167,000			-			-			-			167,000
Current portion of long-term debt, net		278,000			-			278,000			-			-			-			278,000
Total Current Liabilities		8,872,000			-			8,872,000			117,000			-			-			8,989,000
Long-term debt, net		1,976,000			-			1,976,000			-			-			-			1,976,000
Long term lease liability		15,000			-			15,000			-			-			-			15,000
Non-current liabilities held for sale - discontinued operations		505,000			-			505,000			-			-			-			505,000
Other long-term liabilities		507,000			-			507,000			-			-			-			507,000
Deferred tax liability, net		3,499,000			-			3,499,000			-			-			-			3,499,000
Total Liabilities		15,374,000			-			15,374,000			117,000			-			-			15,491,000

Stockholders’ Equity
Preferred Stock		1,000			-			1,000			5,000			(5,000	)		-			1,000
Common Stock		116,000			-			116,000			55,000			(55,000	)		-			116,000
Additional Paid in Capital		174,380,000			-			174,380,000			4,142,000			(4,142,000	)		-			174,380,000
Accumulated Deficit		(101,382,000	)		-			(101,382,000	)		(1,014,000	)		1,014,000			-			(101,382,000	)
Total Stockholders’ Equity (Deficit)		73,115,000			-			73,115,000			3,188,000			(3,188,000	)		-			73,115,000
Non-Controlling Interests		3,430,000			-			3,430,000			-			-			20,133,000			23,563,000
Total Stockholders’ Equity (Deficit)	$	76,545,000		$	-		$	76,545,000		$	3,188,000		$	(3,188,000	)	$	20,133,000		$	96,678,000
																				-
Total Liabilities & Stockholders’ Equity	$	91,919,000		$	-		$	91,919,000		$	3,305,000		$	(3,188,000	)	$	20,133,000		$	112,169,000

			Debit		Credit

Note 1:	Elimination of APB equity	Investment in subsidiary			$	3,188,000
		Accumulated Deficit			$	1,014,000
		Common Stock	$	55,000
		Preferred stock	$	5,000
		Additional Paid in Capital	$	4,142,000

Note 2:	Record goodwill	Goodwill	$	16,945,000
		Cash	$	40,000,000
		Investment in subsidiary			$	36,812,000
		Non-Controlling Interests			$	20,133,000

	DSS, Inc. (Purchaser)			American Pacific Bancorp, Inc. (Target)			Consolidated Proforma
Revenue:
Printed products	$	13,000,000		$	-		$	13,000,000
Technology sales, services and licensing		2,085,000			-			2,085,000
Bank interest income		-			49,000			49,000
Direct marketing		2,326,000			-			2,326,000
Total revenue		17,411,000			49,000			17,460,000

Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		11,207,000			-			11,207,000
Selling, general and administrative (including stock based compensation)		15,867,000			370,000			16,237,000
Depreciation and amortization		1,084,000			-			1,084,000
Total costs and expenses		28,158,000			370,000			28,528,000
Operating loss		(10,747,000	)		(321,000	)		(11,068,000	)

Other income (expense):
Interest income		69,000			-			69,000
Other income		1,000			3,000			4,000
Interest expense		(185,000	)		-			(185,000	)
Gain on extinguishment of debt		969,000			-			969,000
Amortization of deferred financing costs a debt discount		(8,000	)		-			(8,000	)
Dividends on preferred stock		-			(73,000	)		(73,000	)
(Loss) gain on investments		10,609,000			56,000			10,665,000
Loss on equity method investment		604,000			-			604,000
Loss from continuing operations before income taxes		1,312,000			(335,000	)		977,000

Income tax benefit		1,774,000			-			1,774,000
Loss from continuing operations		3,086,000			(335,000	)		2,751,000
Loss from discontinued operations, net of tax		1,668,000			-			1,668,000
Net loss		1,418,000			(335,000	)		1,083,000

Loss from continuing operations attributed to noncontrolling interest		481,000			-			481,000

Net loss attributable to common stockholders	$	1,899,000		$	(335,000	)	$	1,564,000