Dss, Inc 8-K, filed Jul 8, 2022
Dss, Inc. (DSS)
About this 8-K
Dss, Inc filed this 8-K on July 8, 2022, reporting on events of July 7, 2022.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 5.01: Change in control
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in DSS, Inc.’s Form 8-K filed on March 1, 2022 and in the Schedule 14A Proxy Statement filed on April 15, 2022, DSS, Inc. (the “Company”) has completed the True Partner Transaction. As disclosed in the Company’s Form 8-K filed on May 18, 2022, the Company’s stockholders approved the issuance of the True Partner Transaction Shares on May 17, 2022.
On July 7, 2022, the Company issued 17,570,948 shares to Alset EHome International Inc. (“AEI”). The securities were offered and sold in a transaction not involving a public offering and in compliance with exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder.
The foregoing description of the terms and conditions of the True Partner Transaction stock purchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the stock purchase agreement in the Company’s Form 8-K filed on March 1, 2022.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 2.01 of this Current Report on Form 8-K relating to the Company’s sale of securities is incorporated by reference in this Item 3.02. In connection with the issuance of these securities, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 5.01 Changes in Control of Registrant.
The information included in Item 2.01 of this Current Report on Form 8-K relating to the Company’s sale of securities is incorporated by reference in this Item 5.01.
AEI beneficially owns 41,446,087 shares of the Company’s common stock which equals 35.22% of the Company’s outstanding shares and Heng Fai Ambrose Chan beneficially owns 51.02% of the Company’s outstanding shares based on 117,650,995 shares of the common stock of the Company outstanding as of July 7, 2022. The beneficial ownership of Heng Fai Ambrose Chan includes 60,033,659 shares of common stock, consisting of (a) 1,614,552 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Ambrose Chan; (b) 16,973,020 shares of common stock held by Heng Fai Ambrose Chan directly; (c) 6,232,671 shares of common stock held by Global Biomedical Pte. Ltd.; and (d) 35,213,416 shares of common stock held by AEI. Previously, Heng Fai Ambrose Chan held 42.4% of the Company’s outstanding shares.
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.
| DSS, INC. | ||
| July 8, 2022 | By: | /s/ Frank D. Heuszel |
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |