Dss, Inc S-1, filed Apr 17, 2026

Dss, Inc. (DSS)

S-1 2026-04-17

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Added on October 21, 2026

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		Emerging growth company	☐

	(1)	Calculated based on an assumed offering price of $0.96, which represents the closing sales price on the NYSE American of the registrant’s common stock on April 15, 2026. This amount will decrease by $0.00001 for each Pre-Funded Warrant sold in this offering.

	(2)	The public offering price corresponds to (x)(i) a public offering price per share of $0.96 and (y)(i) a public offering price per Pre-Funded Warrant of $0.95999.

	(3)	The Placement Agent fees shall equal seven percent (7.0%) of the gross proceeds of the securities sold by us in this offering, plus a non-accountable expense allowance equal to one percent (1.0%) of the aggregate gross proceeds raised in the offering.

	(4)	The Placement Agent will receive compensation in addition to the placement agent fees described above. See “Plan of Distribution” for a description of compensation payable to the Placement Agent.

	Page
Cautionary Note Regarding Forward-Looking Statements	ii
Prospectus Summary	1
The Offering	5
Risk Factors	6
Use of Proceeds	13
Dividend Policy	13
Capitalization	14
Dilution	15
Market for Our Common Stock and Related Stockholder Matters	15
Principal Stockholders	16
Description of Common Stock	17
Plan of Distribution	19
Legal Matters	21
Experts	21
Where You Can Find More Information	22
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	22
Incorporation of Documents by Reference	22

Common stock offered by us		8,333,333 shares of Common Stock based on an assumed public offering price of $0.96 per share.

Pre-Funded Warrants		We are also offering to investors that would otherwise result in the investor’s beneficial ownership exceeding 4.99% of our outstanding shares of Common Stock immediately following the consummation of this offering the opportunity to invest in Pre-Funded Warrants to purchase one share of Common Stock in lieu of one share of Common Stock. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The purchase price of each Pre-Funded Warrant will be equal to the price per one share of Common Stock, minus $0.00001, and the exercise price of each Pre-Funded Warrant will equal $0.00001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time in perpetuity until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

Assumed Public Offering Price		$0.96 per share

Shares of Common Stock Outstanding before this Offering		10,042,518

Shares of Common Stock Outstanding after this Offering		18,375,851 shares of Common Stock, assuming that no Pre-Funded Warrants are issued or exercised.

Use of Proceeds		We currently expect to use the net proceeds for working capital and general corporate purposes. For additional information please refer to the section entitled “Use of Proceeds.”

Placement Agent Compensation		The Placement Agent will receive a cash placement fee equal to 7.0% of the gross proceeds from the sale of securities in the offering, plus a non-accountable expense allowance equal to 1.0% of the aggregate gross proceeds raised in the offering. We will also reimburse the Placement Agent for its reasonable legal fees and other out-of-pocket expenses up to $100,000. See “Plan of Distribution.”

Risk Factors		An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus and the other information included in this prospectus for a discussion of the risk factors you should carefully consider before deciding to invest in our securities.

NYSE American symbol		DSS

	●	595,349 shares of common stock issuable if conversion feature associated with convertible promissory note with Alset, Inc is exercised at an exercise price of $0.86 per share;

	●	3,310,811 shares of common stock issuable if conversion feature associated with convertible promissory note with Alset International Limited is exercised at an exercise price of $0.74 per share;

	●	16,554,055 shares of common stock issuable upon exercise of warrants issued in connection with the convertible promissory note with Alset International Limited at an exercise price of $0.93 per share; and

	●	673,436 shares of common stock reserved and available for issuance under our equity compensation plans.

	100% of Shares Sold		% of Total			75% of Shares Sold		% of Total			50% of Shares Sold		% of Total			25% of Shares Sold		% of Total
Gross Proceeds from Offering	$	8,000,000		100	%	$	6,000,000		100	%	$	4,000,000		100	%	$	2,000,000		100	%

Use of Proceeds
Placement Agent Fees and Expenses	$	640,000		8	%	$	480,000		8	%	$	320,000		8	%	$	160,000		8	%
Offering Expenses	$	310,000		4	%	$	310,000		5	%	$	310,000		8	%	$	310,000		16	%
Working Capital and General Corporate Purposes	$	7,050,000		88	%	$	5,210,000		87	%	$	3,370,000		84	%	$	1,530,000		77	%
Total Use of Proceeds	$	8,000,000		100	%	$	6,000,000		100	%	$	4,000,000		100	%	$	2,000,000		100	%

	●	on an actual basis; and

	●	on an as adjusted basis, giving effect to the sale by us of 8,333,333 shares of common stock (assuming no exercise of the Pre-funded Warrants) in this offering at an assumed public offering price of $0.96 per share, after Placement Agent fees and commissions and other estimated offering expenses payable by us.

	●	At December 31, 2025, the Company had 9,092,518 shares of common stock outstanding. Subsequent to year end, the Company issued 900,000 shares on February 4, 2026, and an additional 50,000 shares on March 19, 2026, in relation to the Form 425(b) filed on February 4, 2026, increasing total common shares outstanding to 10,042,518.

	As of December 31, 2025
	Actual			As Adjusted
	(unaudited)			(unaudited)

Cash	$	6,214,000		$	13,254,000
Long-term debt, net	$	5,727,000		$	5,727,000
Stockholders’ equity:
Preferred stock, $.02 par value; 47,000 shares authorized, issued and outstanding		-
Common stock, $0.02 par value; 200,000,000 shares authorized, 9,092,518 shares issued and outstanding as of December 31, 2025 (actual); 18,375,851 shares issued and outstanding (as adjusted).		182,000			349,000
Additional paid-in capital		325,987,000			332,860,000
Non-controlling interest in subsidiary		9,547,000			9,547,000
Accumulated deficit		(327,001,000	)		(327,001,000	)
Total shareholders’ equity		8,715,000			15,755,000
Total capitalization	$	2,988,000		$	10,028,000

Public offering price per share of common stock	$	0.96
Net tangible book value per share as of December 31, 2025	$	(1.11	)
Increase in net tangible book value per share attributable to this offering	$	0.93
As adjusted net tangible book value per share as of December 31, 2025, after giving effect to this offering	$	(0.17	)
Dilution per share to investors participating in this offering	$	(1.13	)

Name	Number of Shares Beneficially Owned		Percentage of Outstanding Share Beneficially Owned
Heng Fai Ambrose Chan (1)		6,148,000		61.2	%
José Escudero		51		*
Wai Leung William Wu		-		*
Jason Grady		125		*
Todd D. Macko		83		*
Tung Moe Chan		-		*
Frankie Wong		-		*
Joanne Wong		-		*
All officers and directors as a group (8 persons)		6,148,259		61.2	%

5% Shareholders
Alset International Limited (1)		1,068,309		10.6	%
Alset, Inc. (1)		2,581,268		25.7	%

* Less than 1%

(1)	Heng Fai Chan is the founder, Chairman, and Chief Executive Officer of Alset Inc. and is its largest individual stockholder. Alset International Limited is a majority-owned subsidiary of Alset Inc. By virtue of these relationships, shares of Common Stock held by Alset Inc. and Alset International Limited are attributed to Heng Fai Chan for purposes of this table. The beneficial ownership of Heng Fai Chan includes 6,148,664 shares of common stock in the aggregate, consisting of (a) 1,002,978 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 1,184,475 shares of common stock held by Heng Fai Chan directly; (c) 311,634 shares of common stock held by Global Biomedical Pte. Ltd.; (d) 1,068,309 shares of common stock held by Alset International Limited; and (e) 2,581,268 shares of common stock held by Alset Inc.

	●	may not engage in any stabilization activity in connection with our securities; and

	●	may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

	●	our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026;

	●	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 15, 2025; our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 14, 2025; and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 14, 2025;

	●	our Current Reports on Form 8-K filed with the SEC on February 5, 2026 and March 31, 2026; and

	●	the description of our common stock, which is registered under Section 12 of the Exchange Act, contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, including any amendments or reports filed for the purpose of updating such description.

Item	Amount to be paid
SEC registration fee	$	1,104.80
FINRA filing fee		1,700.00
Legal fees and expenses		200,000.00
Accounting fees and expenses		20,000.00
Transfer agent’s fees and expenses		5,000.00
Miscellaneous fees and expenses		20,000
Total	$	247,804.80

Exhibit		Description
1.1		Form of Placement Agency Agreement**
3.1		Certificate of Incorporation of Document Security Systems, Inc., as amended (incorporated by reference to exhibit 3.1 to Form 8-K dated August 25, 2016).
3.2		Fourth Amended and Restated By-laws of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated June 22, 2018).
3.3		Certificate of Amendment of Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated August 27, 2020).
3.4		Certificate of Correction to the Certificate of Amendment of Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated November 6, 2020).
3.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Form 8-K filed January 8, 2024).
4.1		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934**
4.2		Form of Pre-Funded Warrant**
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Document Security Systems, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (incorporated by reference to Annex H to Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 originally filed with the SEC on November 26, 2012).
10.2		Investment Agreement dated as of February 13, 2014 by and among DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and the Investors named therein (incorporated by reference to exhibit 10.1 to Form 8-K dated February 18, 2014).
10.3		Form of Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated September 17, 2015).
10.4		Form of Common Stock Purchase Warrant for September 2015 Financing (incorporated by reference to exhibit 10.2 to Form 8-K dated September 17, 2015).
10.5		Form of amended Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated October 2, 2015).
10.6		Form of amended Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated November 30, 2015).
10.7		Proceeds Investment Agreement between Document Security Systems, Inc. and Brickell Key Investments LP dated November 14, 2016 (incorporated by reference to exhibit 10.30 to Form 10-K dated March 28, 2017).
10.8		Common Stock Purchase Warrant between Document Security Systems, Inc. and Brickell Key Investments LP dated November 14, 2016 (incorporated by reference to exhibit 10.31 to Form 10-K dated March 28, 2017).
10.9		First Amendment to Investment Agreement and Certain Other Documents between DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and Investors dated December 2, 2016 (incorporated by reference to exhibit 10.32 to Form 10-K dated March 28, 2017).
10.10		Form of Common Stock Purchase Warrant (incorporated by reference to exhibit 4.1 to Form 8-K dated September 6, 2017).
10.11		Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated September 6, 2017).

10.12		Securities Exchange Agreement, dated September 12, 2017, between Document Security Systems, Inc. and Hengfai Business Development Pte. Ltd. (incorporated by reference to exhibit 10.1 to Form 8-K dated September 15, 2017).
10.13		2021 Employment Agreement entered by and between the Company and Frank Heuszel on November 13, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 19, 2020).
10.14		2020 Amendment entered by and between the Company and Frank Heuszel on November 13, 2020**
10.15		Executive Employment Agreement with Mr. Jason Grady (incorporated by reference to exhibit 10.2 to Form 10-Q dated November 13, 2019).
10.16		Executive Employment Agreement with Mr. Heng Fai Ambrose Chan (incorporated by reference to exhibit 10.3 to Form 10-Q dated November 13, 2019).
10.17		2020 Amendment entered by and among the Company, DSS Cyber Security Pte. Ltd. and Heng Fai Chan on November 19, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 25, 2020).
10.18		2020 Employee, Director and Consultant Equity Incentive Plan**
10.19		Term Sheet dated March 3, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated March 6, 2020).
10.20		Promissory Note dated March 3, 2020 (incorporated by reference to exhibit 10.2 to Form 8-K dated March 6, 2020).
10.21		Form of Warrant (incorporated by reference to exhibit 10.3 to Form 8-K dated March 6, 2020).
10.22		Stockholder Agreement (incorporated by reference to exhibit 10.4 to Form 8-K dated March 6, 2020).
10.24		Share Exchange Agreement dated as of April 27, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated May 1, 2020.
10.25		Underwriting Agreement, dated June 16, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated June 19, 2020).
10.26		Underwriting Agreement, dated July 1, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 7, 2020).
10.27		Underwriting Agreement, dated July 28, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 31, 2020).
10.28		Securities Purchase Agreement, by and among, Sharing Services Global Corporation, and Decentralized Sharing Systems, Inc., dated April 5, 2021 (incorporated by reference to exhibit 1.1 to Form 8-K, filed with the Commission on April 9, 2021
10.29		Convertible Promissory Note, dated April 5, 2021 (incorporated by reference to exhibit 1.2 to Form 8-K filed with Commission on April 9, 2021)
10.30		Stock Purchase Agreement between Proof Authentication Corporation and Document Security Systems, Inc. dated May 7, 2021 Relating to the Purchase and Sale of 100% of the Shares of DSS Digital Inc. (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on May 11, 2021)
10.31		Underwriting Agreement between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to Form 8-K filed with the Commission on June 17, 2021)

10.32		Subscription Agreement by and among DSS, Inc. and Alset EHome International, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on September 10, 2021)
10.33		Stock Purchase And Share Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc. relating to the purchase of Sharing Services Global Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission on December 29, 2021)
10.34		Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)
10.35		Stock Purchase Agreement dated as of January 25, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)
10.36		Assignment and Assumption Agreement dated as of February 25, 2022, by and between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on February 25, 2022)
10.37		Convertible Promissory Note Agreement, as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on February 25, 2022)
10.38		Amendment to Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on March 1, 2022)
10.39		True Partner Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on March 1, 2022)
10.40		True Partner Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on March 1, 2022)
10.41		DSS Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.4 to Form 8-K filed with the Commission on March 1, 2022)
10.42		Certificate of Amendment of Certificate of Incorporation of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Commission on June 3, 2022)
10.43		Amendment No. 1 to Fifth Amended and Restated By-laws of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on June 3, 2022)
10.44		Assignment and Assumption Agreement, by and between Alset International Limited and DSS, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on July 15, 2022)
10.45		Convertible Promissory Note as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on July 15, 2022)

10.46		Amendment No.1 to Assignment and Assumption Agreement as between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on July 15, 2022)
10.47		Letter Agreement dated April 17, 2023, by and between Sharing Services Global Corporation and Decentralized Sharing Systems, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 18, 2023.)
10.48		Letter agreement between Frank D. Heuszel and DSS, Inc. executed December 12, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2023.)
10.49		Letter agreement between Jason Grady and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2023.)
10.50		Letter agreement between Todd Mack and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2023.)
10.51		Amendment to Promissory Note effective January 18, 2024 between DSS, Inc. and Impact BioMedical, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 22, 2024).
10.53		Clawback Policy**
21.1		Subsidiaries of Document Security Systems, Inc.**
23.1		Consent of Grassi & Co., CPAs, P.C.
23.2		Consent of HTL International, LLC
107		Filing Fee Table**

(a)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)	The undersigned Registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	DSS, INC.

	By:	/s/ Jason Grady
		Jason Grady
		Interim Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Todd D Macko
		Todd D. Macko
		Chief Financial Officer (Principal Financing and Accounting Officer)

April 17, 2026	By:	/s/ Todd D. Macko
		Todd D. Macko
		Chief Financial Officer (Principal Financial and Accounting Officer)

April 17, 2026	By:	/s/ Jason Grady
		Jason Grady Interim Chief Executive Officer

April 17, 2026	By:	/s/ Heng Fai Ambrose Chan
		Heng Fai Ambrose Chan Chairman of the Board and CEO of DSS International, Inc.

April 17, 2026	By:	/s/ Hiu Pan Joanne Wong
		Hiu Pan Joanne Wong Director

April 17, 2026	By:	/s/ José Escudero
		José Escudero Director

April 17, 2026	By:	/s/ Shui Yeung Frankie Wong
		Shui Yeung Frankie Wong Director

April 17, 2026	By:	/s/ Tung Moe Chan
		Tung Moe Chan
		Director

April 17, 2026	By:	/s/ Lim Sheng Hon Danny
		Lim Sheng Hon Danny
		Director

April 17, 2026	By:	/s/ Wai Leung William Wu
		William Wu Director

1.	Engagement. The Company hereby engages Aegis, for the period beginning on the date hereof and ending three (3) months thereafter or upon the completion of the Placement, whichever is sooner (the “Engagement Period”), to act as the Company’s exclusive investment bank in connection with the proposed Placement. During the Engagement Period or until the consummation of the Placement, and as long as Aegis is proceeding in good faith with preparations for the Placement, the Company agrees not to solicit, negotiate with or enter into any agreement with any other source of financing (whether equity, debt or otherwise), any underwriter, potential underwriter, placement agent, financial advisor, investment banking firm or any other person or entity in connection with an offering of the Company’s debt or equity securities or any other financing by the Company. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or restrict the Company or any of its direct or indirect subsidiaries from obtaining or entering into any loans, advances, credit facilities, guarantees, or other extensions of credit, or any equity investments or capital contributions, in each case provided by the Company or any of its direct or indirect affiliates, provided no investment bank performing such services is involved (collectively, “Affiliate Financing”). Notwithstanding anything to the contrary herein, the Company shall be permitted, at its sole discretion, to pursue and obtain traditional financing from commercial banks or other institutional lenders without any obligation to Aegis or impact on the fees payable hereunder. For the avoidance of doubt, any Affiliate Financing shall not be deemed a breach of this Section 1 and shall not give rise to any fee, commission, right of first refusal, or other compensation payable to Aegis under this Agreement. Aegis will use its reasonable “best efforts” to solicit offers to purchase the Securities from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). Aegis shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser (as defined below) whose offer to purchase Securities has been solicited by Aegis, but Aegis shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. The Company acknowledges that under no circumstances will Aegis be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the Securities, Aegis shall act solely as an agent of the Company. The services provided pursuant to this placement agent agreement shall be on an “agency” basis and not on a “principal” basis.

2.	The Placement. The Placement is expected to consist of a sale of $8.0 million of the Company’s Securities. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the NYSE American LLC (“Exchange”) of the Securities to be issued, and the execution of a definitive Securities Purchase Agreement in connection with the Placement (the “Securities Purchase Agreement”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into the Securities Purchase Agreement, the Company (i) will meet with Aegis and its representatives to discuss such due diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers’ and secretary certificates) as Aegis may require, all in form and substance acceptable to Aegis and (iv) will ensure that Aegis is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.

3.	Placement Compensation. The placement commission will be 7.0% for the Placement and a non-accountable expense allowance equal to 1.0% of the Placement. Notwithstanding anything to the contrary contained herein, no placement commission, expense allowance, advisory fee or other compensation shall be payable to Aegis in connection with, and the provisions of this Agreement shall not apply to, the proposed merger, business combination or other strategic transaction involving Impact BioMedical Inc. or any financing, equity issuance or other transaction undertaken in connection with or in furtherance thereof by DSS, Inc. or any of its subsidiaries.

4.	Registration Statement. To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Registration Statement or Prospectus that corrects such statement or omission.

5.	Lock-Ups. In connection with the Placement, the Company’s directors, executive officers, employees and shareholders holding at least ten percent (10%) of the outstanding common stock will enter into customary “lock-up” agreements in favor of the Placement Agent for a period of sixty (60) days after the Closing of the Placement (the “Lock-Up Period”); provided, however, that any sales by parties to the lock-ups shall be subject to the lock-up agreements and provided further, that none of such common stock shall be saleable in the public market until the expiration of the Lock-Up Period.

6.	Company Standstill. In connection with the Placement, without the prior written consent of the investors, the Company will not, for a period of sixty (60) days after the Closing of the Placement (the “Standstill Period”), (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections (a) or (b) hereof (all of such matters, the “Standstill Restrictions”). So long as none of such equity securities shall be saleable in the public market until the expiration of the Standstill Period, the following matters shall not be prohibited by the Standstill Restrictions: (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; (ii) securities issued pursuant to agreements, options, restricted share units or convertible securities existing as of the date hereof provided the terms are not modified; and (iii) securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a person or entity (or to the equityholders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. In no event should any equity transaction during the Standstill Period result in the sale of equity at an offering price to the public less than that of the Placement referred herein. Notwithstanding the foregoing, the rights granted to Aegis under this Section 6 shall not apply to any Affiliate Financing. Any Affiliate Financing shall not be deemed a financing transaction subject to this Section 6 and shall not give rise to any right of first refusal, fee, commission or other compensation payable to Aegis under this Agreement. Additionally, the rights granted to Aegis under this Section 6 shall not apply to any commercial real estate mortgages, equipment financing, project-level debt, or the financing or refinancing of existing indebtedness related to the assets or operational subsidiaries of the Company, and no such transactions shall give rise to any right of first refusal, fee, commission or other compensation payable to Aegis under this Agreement.

7.	Expenses. The Company will be responsible for and will pay all expenses relating to the Placement, including, without limitation, (a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s equity or equity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as Aegis may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be Aegis’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) any fees for counsel to lead investors in the Placement; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as Aegis may reasonably designate; (g) the costs of all mailing and printing of the Placement documents; (h) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Aegis; (i) the fees and expenses of the Company’s accountants; and (j) $100,000 for reasonable legal fees and disbursements for Aegis’s counsel.

12.	Termination. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, equitable remedies, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this placement agent agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the placement agent agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to right of first refusal. Notwithstanding anything to the contrary contained in this placement agent agreement, in the event that no Placement is completed for any reason whatsoever during the Engagement Period, the Company shall be obligated to pay to Aegis its actual and accountable out-of-pocket expenses related to the Placement (including the fees and disbursements of Placement Agent’s legal counsel) and if applicable, for electronic road show service used in connection with the Placement. During the engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Aegis, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of the Placement. Furthermore, the Company agrees that during Aegis’s engagement hereunder, all inquiries from prospective investors will be referred to Aegis.

13.	Publicity. The Company agrees that it will not issue press releases or engage in any other publicity, without Aegis’s prior written consent, commencing on the date hereof and continuing until the final Closing of the Placement.

14.	Information. During the Engagement Period or until the Closing, the Company agrees to cooperate with Aegis and to furnish, or cause to be furnished, to Aegis, any and all information and data concerning the Company, and the Placement that Aegis deems appropriate (the “Information”). The Company will provide Aegis reasonable access during normal business hours from and after the date of execution of this placement agent agreement until the Closing to all of the Company’s assets, properties, books, contracts, commitments and records and to the Company’s officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated by the terms hereof or as required by applicable law, Aegis will keep strictly confidential all non-public Information concerning the Company provided to Aegis. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company’s disclosure thereof to Aegis as demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the Company which information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the Company to a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated by its written records. For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available relating to the Company’s proprietary technology is proprietary and confidential.

15.	No Third Party Beneficiaries; No Fiduciary Obligations. This placement agent agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person or entity by virtue of this placement agent agreement or the retention of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service securities firm engaged in a wide range of businesses and from time to time, in the ordinary course of its business, Aegis or its affiliates may hold long or short positions and trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities or loans of the companies which may be the subject of the transactions contemplated by this placement agent agreement. During the course of Aegis’s engagement with the Company, Aegis may have in its possession material, non-public information regarding other companies that could potentially be relevant to the Company or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such other companies.

16.	Indemnification, Advancement & Contribution.

18.	Governing Law; Venue. This placement agent agreement will be deemed to have been made and delivered in the State of New York, USA, and both the binding provisions of this placement agent agreement and the transactions contemplated hereby will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of Aegis and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this placement agent agreement and/or the transactions contemplated hereby will be instituted exclusively in the courts located in the Borough of Manhattan, City of New York, County of New York, State of New York (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the courts located in the City of New York, County of New York and State of New York, in any such suit, action or proceeding. Each of Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon Aegis mailed by certified mail to Aegis’s address will be deemed in every respect effective service process upon Aegis, in any such suit, action or proceeding. Notwithstanding any provision of this placement agent agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this placement agent agreement as an independent contractor with duties to the Company.

19.	Miscellaneous. The Company represents and warrants that it has all required power and authority to enter into and carry out the terms and provisions of this placement agent agreement and the execution, delivery and performance of this placement agent agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound. The binding provisions of this placement agent agreement are legally binding upon and inure to the benefit of both the Company and Aegis and their respective assigns, successors, and legal representatives. If any provision of this placement agent agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the placement agent agreement shall remain in full force and effect. This placement agent agreement may be executed in counterparts (including electronic counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The undersigned hereby consents to receipt of this placement agent agreement in electronic form and understands and agrees that this placement agent agreement may be signed electronically. Signatures to this placement agent agreement transmitted in electronic form will have the same effect as physical delivery of a paper document bearing the original signature, and if any signature is delivered electronically evidencing an intent to sign this placement agent agreement, such electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this placement agent agreement by electronic mail or other electronic transmission is legal, valid and binding for all purposes.

	Very truly yours,

	Aegis Capital Corp.

	By:
	Name:	Robert Eide
	Title:	Chief Executive Officer

Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

	[ ]	in lawful money of the United States.

	[ ]	if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2.3, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2.3.

Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

Name:
Address:
Phone Number:
Email Address:
Date:
Holder’s Signature:
Holder’s Address:

Re:	DSS, Inc.
	Registration Statement on Form S-1, Registration No. 333-[_____]

	1.	When, as applicable, the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto, and the Shares have been issued and delivered in accordance with and as contemplated by the Prospectus against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof, the Shares will be validly issued, fully paid and non-assessable.

	2.	When, as applicable, the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto, and the Pre-Funded Warrants have been issued and delivered in accordance with and as contemplated by the Prospectus against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof, the Pre-Funded Warrants will constitute valid and legally binding obligations of the Company.

	3.	When, as applicable, the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto, and the Pre-Funded Warrants have been duly executed by the Company and delivered to and paid for by the investors in accordance with and as contemplated by the Prospectus against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof, (a) the Pre-Funded Warrant Shares will have been duly authorized for issuance, and (b) if, as and when issued against payment in full of the consideration payable therefor in accordance with the terms of the Pre-Funded Warrants, the Pre-Funded Warrant Shares will be validly issued, fully paid and non-assessable.