8-K

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): December 6, 2022

DSS,

INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (585) 325-3610

N/A

(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:

Securities

registered pursuant to Section 12(b) of the Act:

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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders

On December 6, 2022, DSS, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Meeting”). A total of 107,481,183 shares of common stock of the Company, representing 77.31% of the aggregate shares outstanding and eligible to vote on October 17, 2022, the record date for the Meeting, and constituting a quorum, were represented in person or by valid proxies at the Meeting.

The stockholders approved the election of Ambrose Chan Heng Fai; John “JT” Thatch; José Escudero; Sassuan Samson Lee; Wai Leung William Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong; Frank D. Heuszel to serve as directors of the Company until the next annual meeting of the shareholders.

The stockholders ratified the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

The stockholders approved, on an advisory basis, the compensation of the named executive officers.

The final voting results on these matters were as follows:

1.Approval of the election of Ambrose Chan Heng Fai; John “JT” Thatch; José Escudero; Sassuan Samson Lee; Wai LeungWilliam Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong; and Frank D. Heuszel to serve as directors of the Company untilthe next annual meeting of the shareholders:

2.Ratification of the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registeredpublic accounting firm for the fiscal year ending December 31, 2022:

3.Approval on an advisory basis of, the compensation of the named executive officers:

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.