Dss, Inc 8-K, filed Jun 1, 2022
Dss, Inc. (DSS)
About this 8-K
Dss, Inc filed this 8-K on June 1, 2022, reporting on events of May 25, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
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Item 3.02 Unregistered Sales of Equity Securities.
On May 25, 2022, DSS, Inc. (the “Company”) issued 15,389,995 shares of the Company’s common stock to Mr. Heng Fai Ambrose Chan pursuant to his employment agreement. The shares were issued as payment of base salary and a performance bonus due under his employment agreement.
We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), for such issuance, since the foregoing issuance did not involve a public offering, the recipient was (a) an “accredited investor”; and (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and grants and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, 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. | ||
| Dated: June 1, 2022 | By: | /s/ Frank D. Heuszel |
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |