Current Report Filing (8-k)
18 Abril 2023 - 3:31PM
Edgar (US Regulatory)
0000771999
false
0000771999
2023-04-17
2023-04-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 17, 2023
DSS,
INC.
(Exact
name of registrant as specified in its charter)
New
York |
|
001-32146 |
|
16-1229730 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
275
Wiregrass Pkwy,
West
Henrietta, NY |
|
14586 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (585) 325-3610
N/A
(Former
name 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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.02 par value per share |
|
DSS |
|
The
NYSE American LLC |
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. ☐
Item
8.01. Other Events
DSS,
Inc.’s (the “Company”) wholly owned subsidiary, Decentralized Sharing Systems, Inc. (“DSSI”) previously
entered into, on June 15, 2022 (the “Issuance Date”), an agreement pursuant to which DSSI issued to Sharing Services Global
Corporation (“SHRG”): (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million (the
“2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of SHRG’s Class A Common
Stock at the exercise price of $0.033 per share. The 2022 Note held interest at the annual rate of 8% and was due and payable on demand
or, if no demand, on May 1, 2024.
On
February 28, 2023, DSSI and SHRG, entered into a letter agreement for mutual settlement of the interest accrued between the Issuance
Date through and including December 31, 2022, on the 2022 Note. SHRG issued to DSSI 26,285,714 shares of SHRG’s Common Stock, in
lieu of cash payment to satisfy the interest accrued between the Issuance Date through and including December 31, 2022.
On
April 17, 2023, SHRG and DSSI, mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”) to a
mutual settlement of the interest accrued between January 1, 2023 through and including March 31, 2023, on the 2022 Note. In accordance
with the Second DSSI Letter Agreement, SHRG agreed to issue 28,877,005 shares of SHRG’s Common Stock, at a price per share of $0.0187
in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31, 2023, equal
to $540,000 owed to DSSI under the Second DSSI Letter Agreement.
The
information set forth above is qualified in its entirety by reference to the Second DSSI Letter Agreement attached hereto as Exhibit
10.1 which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
April 18, 2023 |
DSS,
INC. |
|
|
|
|
By: |
/s/
Frank D. Heuszel |
|
Name: |
Frank
D. Heuszel |
|
Title: |
Chief
Executive Officer |
DSS (AMEX:DSS)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
DSS (AMEX:DSS)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024