Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

001-32146

Commission file number

DSS, INC.

(Exact name of registrant as specified in its charter)

New York

16-1229730

(State or other Jurisdiction of

incorporation- or Organization)

(IRS Employer

Identification No.)

275 Wiregrass Pkwy,

West Henrietta, NY 14586

(Address of principal executive offices)

(585) 325-3610

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

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

As of November 11, 2024 there were 7,066,772 shares of the registrant’s common stock, $0.02 par value, outstanding.

DSS, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3
Item 1	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2024 and 2023 (Unaudited)	6
	Notes to Interim Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 4	Controls and Procedures	32

PART II	OTHER INFORMATION	33
Item 1	Legal Proceedings	33
Item 1A	Risk Factors	33
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3	Defaults upon Senior Securities	33
Item 4	Mine Safety Disclosures	33
Item 5	Other Information	33
Item 6	Exhibits	33

PART I – FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	September 30, 2024 (unaudited)			December 31, 2023 (restated)
ASSETS
Current assets:
Cash and cash equivalents	$	11,631,000		$	6,615,000
Accounts receivable, net		2,653,000			3,994,000
Inventory		3,307,000			2,819,000
Assets held for sale		46,071,000			51,595,000
Current portion of notes receivable		3,365,000			8,772,000
Prepaid expenses and other current assets		1,779,000			839,000
Total current assets		68,806,000			74,634,000

Property, plant and equipment, net		5,860,000			6,417,000
Investment in real estate, net		6,199,000			6,279,000
Other investments		1,282,000			1,282,000
Investment, equity method		131,000			128,000
Marketable securities		7,263,000			9,979,000
Notes receivable		254,000			111,000
Other assets		133,000			97,000
Right-of-use assets		6,654,000			7,210,000
Goodwill		26,862,000			26,862,000
Other intangible assets, net		19,213,000			20,193,000
Total assets	$	142,657,000		$	153,192,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	3,399,000		$	3,654,000
Accrued expenses and deferred revenue		2,411,000			2,511,000
Other current liabilities		2,760,000			983,000
Current portion of lease liability		638,000			686,000
Current portion of long-term debt, net		49,873,000			47,776,000
Total current liabilities		59,081,000			55,610,000

Long-term debt, net		7,443,000			7,451,000
Long term lease liability		6,454,000			6,917,000
Total liabilities		72,979,000			69,978,000

Commitments and contingencies (Note 12)		-			-

Stockholders’ equity
Preferred stock, $.02 par value; 47,000 shares authorized, zero shares issued and outstanding (zero on December 31, 2023); Liquidation value $1,000 per share, zero aggregate. zero on December 31, 2023).		-			-
Common stock, $.02 par value; 200,000,000 shares authorized, 7,066,772 shares issued and outstanding (7,066,772 on December 31, 2023)		141,000			140,000
Additional paid-in capital		322,189,000			319,963,000
Accumulated deficit		(270,210,000	)		(256,176,000	)
Total DSS stockholders’ equity		52,120,000			63,927,000
Non-controlling interest in subsidiaries		17,559,000			19,287,000
Total stockholders’ equity		69,679,000			83,214,000

Total liabilities and stockholders’ equity	$	142,657,000		$	153,192,000

See accompanying notes to the condensed consolidated financial statements.

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023 (restated)
Revenue:
Printed products	$	4,828,000		$	3,315,000		$	11,429,000		$	12,976,000
Rental income		496,000			236,000			1,334,000			3,464,000
Net investment income		45,000			108,000			181,000			422,000
Direct marketing		-			523,000			-			1,763,000
Commission revenue		230,000			-			737,000			295,000
Total revenue		5,599,000			4,182,000			13,681,000			18,920,000

Costs and expenses:
Cost of revenue		6,603,000			6,072,000			17,266,000			18,179,000
Selling, general and administrative (including stock based compensation)		3,667,000			3,213,000			10,702,000			16,308,000
Total costs and expenses		10,270,000			9,285,000			27,968,000			34,487,000
Operating loss		(4,671,000	)		(5,103,000	)		(14,287,000	)		(15,567,000	)

Other income (expense):
Interest income		28,000			682,000			331,000			1,220,000
Dividend income		-			-			-			12,000
Other income (expense)		2,000			(44,000	)		39,000			138,000
Interest expense		(53,000	)		(51,000	)		(242,000	)		(438,000	)
Foreign Currency Translation Adjustment		8,000			-			(5,000	)		-
(Loss) gain on equity method investment		(4,000	)		(6,000	)		3,000			(28,000	)
(Loss) gain on investments		(449,000	)		301,000			(1,021,000	)		(2,471,000	)
Impairment of assets upon deconsolidation		-			-			-			(6,220,000	)
Provision for loan losses		(562,000	)		(1,179,000	)		(908,000	)		(4,936,000	)
(Loss) gain on sale of asset		-			(1,281,000	)		165,000			(1,281,000	)
Loss from continuing operations before income taxes		(5,701,000	)		(6,681,000	)		(15,925,000	)		(29,571,000	)

Income tax benefit (expense)		-			-			163,000			(9,000	)
Loss from continuing operations		(5,701,000	)		(6,681,000	)		(15,762,000	)		(29,580,000	)
Loss from discontinued operations, net of tax		-			-			-			(3,481,000	)
Net loss	$	(5,701,000	)	$	(6,681,000	)	$	(15,762,000	)	$	(33,061,000	)

Loss attributed to noncontrolling interest		418,000			2,339,000			1,728,000			2,736,000

Net loss attributable to common stockholders	$	(5,283,000	)	$	(4,342,000	)	$	(14,034,000	)	$	(30,325,000	)

Amounts attributable to DSS stockholders
Loss from continuing operations net of taxes		(5,283,000	)		(4,342,000	)		(14,034,000	)		(27,033,000	)
Loss from discontinued operations net of taxes		-			-			-			(3,292,000	)
Net loss attributable to DSS shareholders	$	(5,283,000	)	$	(4,342,000	)	$	(14,034,000	)	$	(30,325,000	)

Loss per common share attributable to common stock holders - continuing operations
Basic	$	(0.75	)	$	(0.62	)	$	(1.99	)	$	(3.87	)
Diluted	$	(0.75	)	$	(0.62	)	$	(1.99	)	$	(3.87	)

Loss per common share attributable to common stock holders - discontinued operations
Basic	$	-		$	-		$	-		$	(0.47	)
Diluted	$	-		$	-		$	-		$	(0.47	)

Shares used in computing loss per common share:
Basic		7,066,772			7,013,213			7,066,772			6,990,456
Diluted		7,066,772			7,013,213			7,066,772			6,990,456

See accompanying notes to the condensed consolidated financial statements.

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

(unaudited)

	2024			2023 (restated)
Cash flows from operating activities:
Net loss	$	(15,762,000	)	$	(33,061,000	)
Loss from discontinued operations		-			(3,481,000	)
Loss from continuing operations	$	(15,762,000	)	$	(29,580,000	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		1,692,000			4,150,000
Loss (income) on equity method investment		(3,000	)		28,000
Loss on investments		1,021,000			4,292,000
Change in ROU assets		556,000			749,000
(Loss) gain on sale of assets		(165,000	)		1,281,000
Impairment of assets upon deconsolidation		-			6,220,000
Provision for loan losses		1,627,000			4,936,000
Decrease (increase) in assets:
Accounts receivable		1,557,000			2,520,000
Inventory		(488,000	)		4,368,000
Prepaid expenses and other current assets		(80,000	)		323,000
Other assets		(36,000	)		2,448,000
Increase (decrease) in liabilities:
Accounts payable		(255,000	)		(2,896,000	)
Accrued expenses		(111,000	)		(15,549,000	)
Change in ROU liabilities		(511,000	)		(763,000	)
Other liabilities		1,777,000			(81,000	)
Net cash used by operating activities - continuing operations		(9,181,000	)		(17,554,000	)
Net cash used by operating activities - discontinued operations		-			(3,481,000	)
Net cash used by operating activities		(9,181,000	)		(21,035,000	)

Cash flows from investing activities:
Purchase of property, plant and equipment		(29,000	)		(679,000	)
Purchase of investment		(1,861,000	)		-
Disposal of property, plant and equipment		5,140,000			215,000
Sale of marketable securities		3,029,000			11,330,000
Issuance of new notes receivable, net origination fees		(402,000	)		(400,000	)
Payments received on notes receivable		4,039,000			1,419,000
Net cash provided by investing activities		9,916,000			11,885,000

Cash flows from financing activities:
Payments of long-term debt		(1,492,000	)		(4,056,000	)
Borrowings of long-term debt		3,546,000			813,000
Issuances of common stock, net of issuance costs		2,227,000			-
Net cash provided (used) by financing activities		4,281,000			(3,243,000	)

Net increase (decrease) in cash - continuing operations		5,016,000			(8,912,000	)
Net increase (decrease) in cash - discontinued operations		-			(3,481,000	)
Cash and cash equivalents at beginning of period		6,615,000			19,290,000

Cash and cash equivalents at end of period	$	11,631,000		$	6,897,000

See accompanying notes to the condensed consolidated financial statements.

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)


	Common Stock				Preferred Stock				Additional Paid-		Accumulated			Total DSS			Non-controlling
	Shares		Amount		Shares		Amount		in Capital		Deficit (restated)			Equity (restated)			Interest in Subsidiary			Total (restated)

Balance, December 31, 2022		6,950,858	$	139,000		-	$	-	$	319,766,000	$	(194,343,000	)	$	125,562,000		$	31,119,000		$	156,681,000
															-
Stock based payments		62,350		1,000		-		-		267,000		-			268,000			-			268,000
Dividend in kind - Deconsolidation of Sharing Services Global Corporation		-		-		-		-		-		(1,206,000	)		(1,206,000	)		-			(1,206,000	)
Deconsolidation of Sharing Services		-		-		-		-		-					-			5,064,000			5,064,000
Net loss		-		-		-		-		-		(30,325,000	)		(30,325,000	)		(2,736,000	)		(33,061,000	)
Balance, September 30, 2023		7,013,208	$	140,000		-	$	-	$	320,033,000	$	(225,874,000	)	$	94,299,000		$	33,447,000		$	127,746,000

Balance, December 31, 2023		7,066,772	$	140,000		-	$	-	$	319,963,000	$	(256,176,000	)	$	63,927,000		$	19,287,000		$	83,214,000

Initial public offering of Impact BioMedical		-		1,000		-		-		2,226,000		-			2,227,000			-			2,227,000
Net loss		-		-		-		-		-		(14,034,000	)		(14,034,000	)		(1,728,000	)		(15,762,000	)
Balance, September 30, 2024		7,066,772	$	141,000		-	$	-	$	322,189,000	$	(270,210,000	)	$	52,120,000		$	17,559,000		$	69,679,000

See accompanying notes to the condensed consolidated financial statements.

DSS, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

The Company, incorporated in the state of New York in May 1984 has conducted business in the name of DSS, Inc. On September 16, 2021, the board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc. (a New York corporation, incorporated in August 2020), for the sole purpose of effecting a name change from Document Security Systems, Inc. to DSS, Inc. This change became effective on September 30, 2021. DSS, Inc. maintained the same trading symbol “DSS”.

DSS, Inc. (together with its consolidated subsidiaries, referred to herein as “DSS,” “we,” “us,” “our” or the “Company”), currently operates nine (9) distinct business lines with operations and locations around the globe. These business lines are: (1) Product Packaging, (2) Biotechnology, (3) Direct, (4) Commercial Lending, (5) Securities and Investment Management, (6) Alternative Trading (7) Digital Transformation (discontinued in 2023), (8) Secure Living (discontinued in 2023), and (9) Alternative Energy (discontinued in 2023). Each of these business lines are in different stages of development, growth, and income generation.

Our divisions, their business lines, subsidiaries, and operating territories: (1) Our Product Packaging line is led by Premier Packaging Corporation, Inc. (“Premier”), a New York corporation. Premier operates in the paper board and fiber based folding carton, consumer product packaging, and document security printing markets. It markets, manufactures, and sells sophisticated custom folding cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions. Premier is currently located in its new facility in Rochester, NY, and primarily serves the US market. (2) The Biotechnology business line was created to invest in or acquire companies in the BioHealth and BioMedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is also targeting unmet, urgent medical needs, and is developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. (3) Direct Marketing, led by the holding corporation, Decentralized Sharing Systems, Inc. (“Decentralized”) provides services to assist companies in the emerging growth “Gig” business model of peer-to-peer decentralized sharing marketplaces. Direct Marketing’s products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe. (4) Our Commercial Lending business division, driven by American Pacific Financial, Inc. (“APF”, formally American Pacific Bancorp, Inc. “APB”), focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting services, and advisory capital raising services. (5) Securities and Investment Management was established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other product and service lines, broker dealers, and mutual funds management. Also in this segment is the Company’s real estate investment trusts (“REIT”), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. (6) Alternative Trading was established to develop and/or acquire assets and investments in the securities trading and/or funds management arena. Alternative Trading, in partnership with recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, and cryptocurrency via an alternative trading platform using blockchain technology. The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s). (7) Digital Transformation was established to be a Preferred Technology Partner and Application Development Solution for mid cap brands in various industries including the direct selling and affiliate marketing sector. Digital improves marketing, communications and operations processes with custom software development and implementation (discontinued in 2023). (8) The Secure Living division has developed a plan for fully sustainable, secure, connected, and healthy living communities with homes incorporating advanced technology, energy efficiency, and quality of life living environments both for new construction and renovations for single and multi-family residential housing (discontinued in 2023). (9) The Alternative Energy group was established to help lead the Company’s future in the clean energy business that focuses on environmentally responsible and sustainable measures. Alset Energy, Inc, the holding company for this group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and to provide underutilized properties with small microgrids for independent energy (discontinued in 2023).

The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments, unless otherwise indicated) necessary to present fairly our consolidated financial position as of September 30, 2024 and December 31, 2023, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K/A, for the fiscal year ended December 31, 2023 (“Form 10-K/A”), and our other reports on file with the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation - The consolidated financial statements include the accounts of DSS, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Deconsolidation of Sharing Services Global Corporation(“SHRG”) - On May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially held by DSS and Decentralized Sharing Systems in the form of a dividend to the shareholders of DSS common stock. Upon completion of this distribution, DSS will retain an ownership interest in SHRG of approximately 7%. Immediately prior to this distribution, DSS owned approximately 81% of the issued and outstanding common shares of SHRG. As a result, SHRG, whose operations represented a significant portion of our Direct Marketing segment, was deconsolidated from our consolidated financial statements effective as of May 1, 2023 (the “Deconsolidation”). The consolidated statement of operations for the fiscal quarter ended September 30, 2023, therefore includes one month of activity related to SHRG prior to the Deconsolidation. Subsequent to April 30, 2023 the assets and liabilities of SHRG are no longer included within our consolidated balance sheets. Any discussions related to results, operations, and accounting policies associated with SHRG refer to the periods prior to the Deconsolidation.

Upon Deconsolidation, we recognized an impairment of assets due to the deconsolidation of SHRG approximately $6,220,000 which is recorded as an impairment of assets due to the deconsolidation in our consolidated statements of operations. Subsequent to the Deconsolidation, we accounted for our equity ownership interest in SHRG as a marketable security and at the quoted price stock price of SHRG, valued at approximately $74,000 at December 31, 2023.

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable, convertible notes receivable, inventory, fair values of investments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options and warrants to purchase the Company’s common stock, preferred stock, deferred revenue and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Reclassifications - Cost associated with Professional fees for the three and nine months ended September 30, 2023 and the nine months September 30, 2024 have been reclassified to Research and development to conform with current period presentation.

Cash Equivalents – All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Amounts included in cash equivalents in the accompanying consolidated balance sheets are money market funds whose adjusted costs approximate fair value.

Accounts/Rents Receivable - The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days but up to net 120 for certain customers. The Company carries its trade accounts receivable at invoice amounts and its rent receivables at contract amounts, less an allowance for credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. In estimating expected losses in the accounts receivable portfolio, customer-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the customers’ abilities to pay.

At September 30, 2024, and December 31, 2023, the Company established a reserve for credit losses of approximately $2,497,000 and $2,494,000, respectively. The Company does not accrue interest on past due accounts receivable.

Concentration of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial institutions. As of September 30, 2024, two customers accounted for approximately 20% and 10% of our consolidated revenue and two customers accounted for approximately 26% and 23% of our trade accounts receivable balance.

As of September 30, 2023, one customer accounted for approximately 21% of our consolidated revenue and two customers accounted for approximately 32% and 15% of our consolidated trade accounts receivable balance.

As of December 31, 2023, two customers accounted for approximately 20% and 11% of our consolidated revenue and 39% and 30% of our trade accounts receivable balance.

Notes receivable, unearned interest, and related recognition - The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes receivable on the consolidated balance sheet as current or long-term based on the maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan.

Allowance For Loans And Lease Losses - On January 1, 2022, the Company adopted amended accounting guidance “ASU No.2016-13 – Credit Losses” which requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers’ abilities to repay obligations. After the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans.

Investments – Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings. For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 9 for further discussion on investments.

Fair Value of Financial Instruments - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost.

Inventory – Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, air filtration systems, and health and beauty products which and are stated at the lower of cost or net realizable value on the first-in, first-out (“FIFO”) method. Packaging work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items. An allowance for obsolescence of approximately $45,000 and $18,000 associated with the inventory at our Premier subsidiary for September 30, 2024, and December 31, 2023, respectively. Write-downs and write-offs are charged to cost of revenue.

Investments in real estate, net – Acquisition of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. During 2023, the land and buildings related to AMRE LifeCare and AMRE Winter Haven were reclassified to Assets held for sale.

Assets held for sale – The Company has several buildings and the associated land they occupy for sale as of September 30, 2024 and December 31, 2023. These consist of primarily of retail space in Lindon, Utah approximating $5,593,000 (sale of this building was finalized during Q2 2024) and the medical facilities associated with AMRE LifeCare of approximately $41,610,000 and AMRE Winter Haven of approximately $4,396,000, and $65,000 of other assets.

Intangible Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated fair values. Impairment is tested under ASC 350. At December 31, 2023, The Company impaired approximately $7,418,000 associated with intangible assets for AMRE Lifecare and AMRE Winter Haven. No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment is needed for the nine months ended September 30, 2024.

Goodwill – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. The Company performed its annual goodwill impairment test as of December 31, 2023, and no impairment was deemed necessary for the goodwill associated with Premier Packaging Company, and Impact BioMedical of $1,769,000 and $25,093,000, respectively. The goodwill for APB, and Sentinel Co. of approximately $29,744,000, and $1,234,000 respectively, were deemed impaired and written off at December 31, 2023. No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment is needed for the nine months ended September 30, 2024.

Impairment of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and tests the recoverability of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If a change in circumstance occurs, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether impairment has occurred for the group of assets for which the Company can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures any impairment by comparing the fair value of the asset or asset group to its carrying value.

Business Combinations - Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations. Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded. The application of business combination accounting requires the use of significant estimates and assumptions.

Loss Per Common Share - The Company presents basic and diluted (loss) earnings per share. Basic (loss) earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted (loss) earnings per share are computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method. In a loss period, the calculation for basic and diluted (loss) earnings per share is the same, as the impact of potential common shares is anti-dilutive. For the three and nine months ended September 30, 2023, potential dilutive instruments was 0. For the three and nine months ended September 30, 2024, potential dilutive instruments was 0.

Income Taxes - The Company recognizes estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. We recognize penalties and accrued interest related to unrecognized tax benefits in income tax expense.

Going Concern - The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern. While the Company has approximately $11.6 million in cash, the Company has incurred operating losses as well as negative cash flows from operating and investing activities over the past two years.

Aside from its $11.6 million in cash as of September 30, 2024, the Company believes it can continue as a going concern, due to its ability to generate operating cash through the sale of its $4.1 million of Marketable Securities. The Company has also taken steps to sell its real estate holdings assets of AMRE LifeCare and Winter Haven located in Texas, Pennsylvania, and Florida. These properties approximate $46.1 million in assets and are identified on the accompanying balance sheet as Held for sale. In addition, the Company has taken steps, and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels. Although there are no assurances, we believe the above would allow us to fund our nine business lines current and planned operations for the twelve months from the filing date of this Quarterly Report. Based on this, the Company has concluded that substantial doubt of its ability to continue as a going concern has been alleviated.

Recently Issued Accounting Pronouncements — In November 2023, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure through enhanced disclosures about significant segment expenses. The amendment is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company has adopted the enhanced segment disclosures of the quarter ending September 30, 2024.

2. Restatement of previously issued financial statements

The Company has restated the financial statements for the year ended December 31, 2023 along with certain notes to such restated financial statements. The adjustments recorded were related to the correction of an error identified by management. The nature and impact of this adjustment on the Company’s previously issued financial statements is summarized as follows and the effects by impacted line items are detailed in the tables below. Impacted amounts and associated disclosures are restated within the accompanying notes to the financial statements.

On May 4, 2023, the Company distributed approximately 280 million shares of Sharing Service Global Corporation (“SHRG”), beneficially held by the Company, in the form of a dividend to the shareholders of the Company’s common stock. Upon completion of this distribution, the Company retained an ownership interest in SHRG of approximately 7%. Effective May 1, 2023, SHRG was deconsolidated from the consolidated financial statements (the “Deconsolidation”). The consolidated statement of operations does not include SHRG activity after April 30, 2023 and the assets and liabilities of SHRG are no longer included within the Company’s consolidated balance sheet. In the 10-Q for the second quarter of 2023, the Company recorded an approximate $29.9 million loss on deconsolidation. The Company also recorded an decrease in accumulated deficit of $18.7 million to reflect the reversal of balances as of deconsolidation. In preparation of the Form S-3 as well as the September 30, 2024 10-Q filing this transaction was revisited and it was determined that loss was unintentionally overstated by approximately $23.5 million driven primarily by the increases in accumulated deficit that should have been recorded as an offset to the initial income statement loss. In addition, the Company has determined that Deconsolidation also requires the recognition of discontinued operations. Management and the Audit Committee of the Company has concluded that restatement of its December 31, 2023 financial statements, filed on March 27, 2024, was required.

The following tables summarize the effect of the restatement on each financial statement line items as of the September 30, 2023:

	As Previously Reported			Adjustments			As Restated
Consolidated Statements of Operations Income (Loss) for the nine months ended September 30, 2023
Direct marketing revenue	$	6,088,000			(4,325,000	)	$	1,763,000
Total revenue	$	23,245,000			(4,325,000	)	$	18,920,000
Cost of revenue	$	19,437,000			(1,258,000	)	$	18,179,000
Selling, general and administrative (including stock based compensation)	$	21,036,000			(4,728,000	)	$	16,308,000
Total costs and expenses	$	40,473,000			(5,986,000	)	$	34,487,000
Operating loss	$	(17,228,000	)		(1,661,000	)	$	(15,567,000	)
Other income (expense)	$	139,000			(1,000	)	$	138,000
Loss on investment	$	(30,490,000	)		(28,019,000	)	$	(2,471,000	)
Impairment of assets due to deconsolidation	$	-			6,220,000		$	(6,220,000	)
Loss from continuing operations before income taxes	$	(53,030,000	)		(23,459,000	)	$	(29,571,000	)
Loss from continuing operations	$	(53,030,000	)		(23,450,000	)	$	(29,580,000	)
(Loss) from discontinued operations, net of tax	$	-			3,481,000		$	(3,481,000	)
Net loss	$	(53,039,000	)		(19,978,000	)	$	(33,061,000	)
Net loss attributable to common stockholders	$	(50,303,000	)		(19,978,000	)	$	(30,325,000	)
Loss per common share - basic earnings per share	$	(7.20	)		(3.33	)	$	(3.87	)
Loss per common share - diluted earnings per share	$	(7.20	)		(3.33	)	$	(3.87	)
Loss per common share - discontinued operations basic	$	-			(0.47	)	$	(0.47	)
Loss per common share - discontinued operations diluted	$	-			(0.47	)	$	(0.47	)
Consolidated Statements of Cash Flows for the nine months ended September 30, 2023
Net loss	$	(53,039,000	)		(19,978,000	)	$	(33,061,000	)
Loss from discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Loss from continuing operations	$	-			(29,580,000	)	$	(29,580,000	)
Loss (gain) on investments	$	30,490,000			(26,198,000	)	$	4,292,000
Impairment of assets	$	-			6,220,000		$	6,220,000
Net cash used by operating activities - continuing operations	$	-			(17,554,000	)	$	(17,554,000	)
Net cash used by operating activities - discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Net increase (decrease) in cash - continuing operations	$	-			(8,912,000	)	$	(8,912,000	)
Net increase (decrease) in cash - discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2023
Dividend in kind - Deconsolidation of Sharing Services Global Corporation	$	-			(1,206,000	)	$	(1,206,000	)
Deconsolidation of Sharing Services Global Corp	$	18,773,000			(18,773,000	)	$	-
Net loss	$	(50,303,000	)		(19,978,000	)	$	(30,325,000	)
Accumulated deficit	$	(225,873,000	)		(1,000	)	$	(225,874,000	)
Total stockholders’ equity	$	127,747,000			(1,000	)	$	127,746,000

3. Revenue

The Company recognizes its revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental income associated with its REIT, net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related lease. The Company recognizes net investment income from its investment banking line of business as interest and management fees related to loans managed for third parties owed to the Company occurs. The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items are shipped.

As of September 30, 2024, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less.

Sales Commissions

Sales commissions are expensed as incurred for contracts with an expected duration of one year or less. There were no sales commissions capitalized as of September 30, 2024 or September 30, 2023.

Shipping and Handling Costs

Costs incurred by the Company related to shipping and handling are included in cost of products sold. Amounts charged to customers relating to these costs are reflected as revenue.

See Note 16 for disaggregated revenue information.

4. Inventory

Inventory consisted of the following as of:

Schedule of Inventory

	September			December
	2024			2023
Finished Goods	$	2,210,000		$	2,218,000
Work in Process		489,000			180,000
Raw Materials		653,000			439,000
Inventory Gross	$	3,352,000		$	2,837,000
Less allowance for obsolescence		(45,000	)		(18,000	)
Inventory Net	$	3,307,000		$	2,819,000

5. Notes Receivable

Note 1

On May 14, 2021, DSS Pure Air, Inc. a subsidiary of the Company entered a convertible promissory note (“Note 1”) with Puradigm, Inc. (“Puradigm”), a company registered in the state of Texas. Note 1 has an aggregate principal balance up to $5,000,000, to be funded at the request of Puradigm. Note 1, which incurs interest at a rate of 6.65% due quarterly, has a maturity date of May 1, 2023. Note 1 contains an optional conversion clause that allows the Company to convert all, or a portion of all, into newly issued member units of Puradigm with the maximum principal amount equal to 18% of the total equity position of Puradigm at conversion. The outstanding principal and interest as of September 30, 2024 and December 31, 2023, approximated $5,544,000 which is included in current notes receivable on the accompanying consolidated balance sheet. As of September 30, 2024 and December 31, 2023, the Company has a reserve of $3,326,000 and $2,772,000, respectively, against the principal and interest outstanding.

Note 2

On September 23, 2021, APB entered into refunding bond anticipatory note (“Note 2”) with Southeast Regional Management District (“SERMD”), which operates as a conservation and reclamation district pursuant to Chapter 3891, Texas Special District Local Laws Code; Chapter 375, Texas Local Government Code; and Chapter 49, Texas Water Code. The District Note was in the sum of $3,500,000 and incurs interest at a rate of 5.59% per annum. Principal and interest are due in full on September 22, 2022, and later amended to extend the maturity date to September 19, 2024. The outstanding principal and interest of $3,910,000 was included in the current portion of notes receivable on the consolidated balance sheet at December 31, 2023. Note 2 was repaid in full during March 2024.

Note 3

On October 25, 2021, APF entered into a loan agreement (“Note 3”) with Asili, LLC. (“Asili”), a company registered in the state of Utah. Note 3 has an initial aggregate principal balance up to $1,000,000, to be funded at the request of Asili, with an option to increase the maximum principal borrowing to $3,000,000. Note 3, which incurs interest at a rate of 8.0% with principal and interest due at the maturity date of October 25, 2022. This note contains an optional conversion feature allowing APF to convert the outstanding principal to a 10%membership interest. APF, as holder of Note 3, has the right to elect one member to the Board of Managers. This note is in default and the outstanding principal and interest of approximately $884,000 was reserved for fully as of December 31, 2022.

Note 4

On December 28, 2021, APF entered into a promissory note (“Note 4”) with WestPark Capital Group, LLC. (“WestPark”), a company registered in the state of California. Note 4 has a principal balance of $700,000. Note 4, which incurs interest at a rate of 12.0% with principal and interest due at the maturity date of December 28, 2022. On December 29, 2022, the maturity date of this note was extended to May 31, 2023. On November 27, 2023, the parties to Note 4 agreed to modify the payment terms of the note to be monthly payments of $50,000 until the outstanding principal and interest are paid in full. The outstanding principal and interest was paid in full as of September 30, 2024. At December 31, 2023 outstanding principal and interest of $253,000 is included in the Current portion of notes receivable on the consolidated balance sheet.

Note 5

On January 24, 2022, APF and an individual entered into a promissory note (“Note 5”) in the principal sum of $100,000 with interest of 6%, due annually, and maturing in January 2024. The outstanding principal and interest at September 30, 2024 and December 31, 2023 approximates $116,000 and $103,000, respectively, and is included in Current portion of notes receivable on the accompanying consolidate balance sheet. Note 5 was paid in full during October 2024.

Note 6

On March 2, 2022, APF and WUURII Commerce, Inc. (“WUURII”), a corporation organized under the laws of the Republic of Korea entered into a promissory note (“Note 6”). Under the terms of Note 6, APF at its discretion, may lend up to the principal sum of $893,000 with an interest rate of 8%, and matured in March 2024, with interest payable quarterly. The outstanding principal and interest at September 30, 2024 and December 31, 2023 is $484,000 and $446,000, respectively. This note has been extended to March 2025.

Note 7

On May 9, 2022, DSS PureAir and Puradigm entered into a promissory note (“Note 7”) in the principal sum of $210,000 with interest of 10%, is due in three quarterly installments beginning on August 9, 2022, with the first two payment consisting of interest only. All unpaid principal and interest are due on February 9, 2023. This loan is currently in default and terms are currently being re-negotiated. The outstanding principal and interest at September 30, 2024 and December 31, 2023 approximates $224,000 of which $134,00 and $112,000 has been reserved for as of September 30, 2024 and December 31, 2023, respectively, and is included in Current portions of notes receivable on the accompanying consolidate balance sheet.

Note 8, related party

On August 29, 2022, DSS Financial Management Inc and BMI Capital, Inc. (“BMIC”), a related party, entered into a promissory note (“Note 8”) in the principal sum of $100,000 with interest of 8%, is due in three quarterly installments beginning on September 14, 2022. All unpaid principal and interest is due on August 29, 2025. The outstanding principal and interest at September 30, 2024 approximated $86,000, and was fully reserved for as of September 30, 2024. At December 31, 2023, the balance approximated $100,000 of which $76,000 is included in the Current portion of notes receivable and $24,000 is included in the long-term portion of notes receivable. DSS owns 24.9% of the outstanding common shares of BMIC.

Note 9, related party

On May 8, 2023, DSS Financial Management Inc and BMIC entered into a promissory note (“Note 9”) in the principal sum of $102,000 with interest at the prime rate plus 2% (10.5% at September 30, 2024 and December 31, 2023) with a maturity date of May 7, 2026. The outstanding principal and interest at September 30, 2024 approximated $110,000, and was fully reserved for as of September 30, 2024. At December 31, 2023 approximates $107,000 with approximately $53,000 of principal and accrued interest classified as Current portion notes receivable, and the remaining balance of approximately $54,000 is recorded as notes receivable, on the accompanying consolidated balance sheet. DSS owns 24.9% of the outstanding common shares of BMIC.

Note 10, related party

On July 26, 2022, APF and VEII, Inc. (“VEII”) entered into a promissory note (“Note 10”) in the principal sum of $1,000,000 with interest of 8% with all unpaid principal and interest due on July 26, 2024. This note was amended so that all unpaid principal and interest is due July 26, 2025. The outstanding principal and interest on September 30, 2024 approximates $959,000, and is included in notes receivable on the accompanying consolidate balance sheet. Approximately $480,000 of Note 10 was reserved for as of March 31, 2024. No additional reserve was deemed necessary as of September 30, 2024. The outstanding principal and interest on December 31, 2023, approximates $939,000, net of $20,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance sheet. Heng Fai Ambrose Chan, the Chairman of DSS, Inc is also the on the board of directors of VEII.

Note 11

On February 19, 2021, Impact BioMedical, Inc, entered into a promissory note with an individual. The Company loaned the principal sum of $206,000, with interest at a rate of 6.5%, and maturity date of August 19, 2022 later amended to February 19, 2026. Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until February 19, 2026. This note is secured by certain real property situated in Collier County, Florida.

The outstanding principal and interest as of September 30, 2024 and December 31, 2023, was approximately $202,000 and $203,000, respectively, of which $143,000 is classified in Current notes receivable and the remaining $59,000 is classified as Notes receivable on the accompanying consolidated balance sheet as of September 30, 2024. The outstanding principal and interest as of December 31, 2023 of approximately $203,000 is classified in Current notes receivable on the accompanying consolidated balance sheets.

Note 12

On June 27, 2023, Decentralized Sharing Systems, Inc. and Stemtech Corporation (“Stemtech”) entered into a convertible promissory note (“Note 12”) in the principal sum of $1,400,000 with a discount of $300,000 and interest rate of 10% and maturity date of September 1, 2024. The outstanding principal, interest, and associated discount was fully reserved for as of December 31, 2023.

Note 13

On March 31,2023, DSS Biohealth Security, Inc and an individual entered into a promissory note (“Note 13”) in the principal sum of $140,000 and interest rate floating daily to Wall Street Journal Prime rate per annum (8.0% at September 30, 2024 and 8.5% at December 31, 2023) with the total outstanding principal and interest due at the maturity date of March 31, 2025. The outstanding principal and interest at December 31, 2023 approximates $133,000. Of the total financed, approximately $99,000 of principal and accrued interest is classified as Current portion of notes receivable and the remaining balance of approximately $34,000 is recorded as Notes receivable on the accompanying consolidated balance sheet at December 31, 2023. As of September 30, 2024, the outstanding balance sheet approximating $135,000 was fully reserved for.

Note 14

On August 29, 2024, APF entered into a promissory note (“Note 14”) with WestPark. Note 14 has a principal balance of $459,000. Note 14, which incurs interest at a rate of 10.0% with principal and interest due at the maturity date of April 27, 2026. On November 1, 2024, monthly payments of approximately $28,000 are due with any unpaid interest and principal due at maturity. As of September 30,2024, the outstanding principal and interest approximates $464,000, of which $305,000 is classified as Current notes receivable and the remaining $159,000 is classified as Notes receivable on the accompanying consolidated balance sheet.

6. Financial Instruments

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

The following tables show the Company’s cash, cash equivalents, restricted cash, and marketable securities by significant investment category as of:

	September 30, 2024
	cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	11,561,000	$	-		$	11,561,000	$	11,561,000	$	-
Level 1
Money Market Funds		70,000		-			70,000		70,000		-
Marketable Securities		25,458,000		(18,195,000	)	$	7,263,000		-		7,263,000
Total	$	37,089,000	$	(18,195,000	)	$	18,894,000	$	11,631,000	$	7,263,000

	December 31, 2023
	Adjusted Cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	6,545,000	$	-		$	6,545,000	$	6,545,000	$	-
Level 1
Money Market Funds	$	70,000		-		$	70,000		70,000		-
Marketable Securities	$	27,304,000		(17,325,000	)	$	9,979,000		-		9,979,000
Total	$	33,919,000	$	(17,325,000	)	$	16,594,000	$	6,615,000	$	9,979,000

The Company typically invests with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio.

7. Provision for Credit Losses

Effective January 1, 2022, the Company adopted amended accounting guidance “ASU No.2016-13 – Credit Losses” for the measurement of credit losses on financial instruments and other financial assets. That guidance requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value that is expected to be collected over the contractual term of the assets considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance replaced the previous incurred loss model for determining the allowance for credit losses.

Accounts receivable are stated at the amount owed by the customer. The Company maintains an allowance for credit losses for accounts receivable and unbilled receivables, based on expected credit losses resulting from the inability of our customers to make required payments. The allowance for credit losses is estimated based on historical experience, current economic conditions and the creditworthiness of customers. Receivables are charged to the allowance when determined to be no longer collectible. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers and records its allowance for credit losses based on the results of this analysis.

As of September 30, 2024 and December 31, 2023, we have reviewed the entire loan portfolio as well as all financial assets of the Company for the purpose of evaluating the loan portfolio and the loan balances, including a review of individual and collective portfolio loan quality, loan(s) performance, including past due status and covenant defaults, assessment of the ability of the borrower to repay the loan on the loan terms, whether any loans should be placed on nonaccrual or returned to accrual, any concentrations in any single borrower and/or industry that we might need to further manage, and if any specific or general loan loss reserve should be established for the entire loan portfolio or for any specific loan.

We analyzed the loan loss reserve from three basis: general loan portfolio reserves; industry portfolio reserves, and specific loan loss reserves. For the nine months ended September 30, 2024, and 2023, the Company recorded a Loan loss reserve of approximately $1,627,000 and $1,179,000, respectively.

General Loan Portfolio Reserve - Based upon the review of our loan portfolio, we do not believe that a substantial general loan portfolio reserve is due at this time. However, we do recognize that some inherent risks are in all loan portfolios, thus we recorded a general contingent portfolio reserve of $192,000 and $194,000 of the loan portfolio loan balance as of September 30, 2024 and December 31, 2023, respectively.

Industry Portfolio Reserves - Given the relatively young loan portfolio and a diversification of the portfolio over several different loan products, the risk is reduced. Accordingly, we have not recorded a discretionary reserve as of September 30, 2024 and December 31, 2023.

Specific Loan Reserves - Previously, we had identified credit weaknesses and borrower repayment weakness with Asili, which has a current principal and interest balance of $884,000 and have recorded a loan loss reserve for the full balance due the Company as of December 31, 2023 and September 30, 2024. The Company had also previously identified credit weakness in Puradigm and has placed a reserve approximating $2,884,000 and $3,461,000 against the outstanding principal and interest as of December 31, 2023 and September 30, 2024, respectively. Previously, the Company identified credit weakness in Stemtech and has placed a reserve approximating $1,045,000 against the outstanding principal and interest as of December 31, 2023 and September 30, 2024. During the first quarter of 2024, the Company identified credit weakness in VEII and an individual and has placed a reserve approximating $479,000 and $135,000, respectively, against the outstanding principal and interest as of March 31, 2024. Also during the first quarter of 2024, the Company identified credit weakness in BMIC, a related party, and has placed a reserve approximating $211,000 against the outstanding principal and interest as of March 31, 2024, later adjusted to $196,000 as of September 30, 2024. No additional reserves were deemed necessary as of September 30, 2024.

8. Disposal of assets

On July 1^st, 2023, The Company intended to sell its subsidiary, HWH World, Inc. to SHRG. The proposed transaction had the Company sell 1,000 shares of common stock, representing all the issued and outstanding common stock shares of HWH World for the sum $706,000 representing the gross proceeds of the sale of HWH inventory less cost of goods sold. The parties involved amended the terms of this agreement during the third quarter of 2023 from that of equity transaction to the purchase of inventory and assumption of certain liabilities by SHRG. The amended agreement identified the purchase price approximating $758,000 to be paid from amongst other things, the gross proceeds generated by the sale of the inventory acquired. The value of the inventory sold approximates $698,000 and the value of the liabilities assumed by SHRG as part of this transaction is approximately $59,000. Further, the agreement includes payment of 1% royalty, starting November 1, 2023, being defined as 1% of the gross sale price of all Seller’s new products made and sold outside of existing inventory on the schedule, for a period ending October 31, 2033. There is substantial doubt regarding SHRG’s ability to sell and pay for the inventory acquired, and therefore, the Company has determined not to record a receivable for the purchase price. A net loss approximating $639,000 associated with this transaction has been recorded during the third quarter of 2023 and is included in Loss/Gain on sale of assets on the consolidated statement of operations.

On July 1^st, 2023, The Company sold 100% of the equity in its subsidiary HWH Holdings, Inc, a Texas corporation (HWHH) to SHRG for a purchase price approximating $259,000. This amount is to be paid from gross proceeds generated by the sale of the inventory acquired as part of the transaction. This transaction was later amended during the third quarter of 2023 to assign the purchase of HWHH from SHRG to Ascend Management Pte., Ltd. (“Ascend”), a Singaporean limited company. There is substantial doubt regarding Ascend’s ability to sell and pay for the inventory acquired, and therefore, the Company has determined not to record a receivable for the purchase price. A net loss approximating $617,000 associated with this transaction has been recorded during the third quarter of 2023 and is included in Loss/Gain on sale of assets on the consolidated statement of operations.

On June 13, 2024, the Company sold its retail space in Lindon, Utah for the sales price, net of expenses, of approximately $5,758,000. The associated asset was previously classified as Held for sale in the amount of $5,593,000, resulting in a gain on the sale of approximately $165,000.

9. Investments

Alset International Limited, related party

The Company owns 127,179,291 shares or approximately 4% of the outstanding shares of Alset International Limited (“Alset Intl”), a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The fair value of the marketable security as of September 30, 2024 and December 31, 2023, was approximately $3,167,000 and $3,269,000, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded unrealized loss of approximately $102,000 and $407,000, respectively.

WestPark Capital Group, LLC.

On December 30, 2020, the Company signed a binding letter of intent with WestPark Capital Group, LLC. (“WestPark”) and Century TBD, Inc. (“TBD”) where the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note to WestPark and WestPark shall issue to DSS a stock certificate reflecting 7.5% of the issued and outstanding shares of West Park. This note and stock exchange agreement was finalized during the first quarter 2022 and valued at approximately $500,000 and is included in Investments on the consolidated balance sheet on December 31, 2023 and as of September 30, 2024.

BMI Capital International LLC, related party

On September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial Group, Inc. a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability company (“BMIC”) whereas DSS Securities, Inc. purchased 14.9% membership interests in BMIC for $100,000. DSS Securities also had the option to purchase an additional 10% of the outstanding membership interest which it exercised for $100,000 in January of 2021 and increased its ownership to 24.9%. The Company is currently accounting for this investment under the equity method of accounting per ASC 323. The Company’s portion of net loss in BMIC during the nine months ended September 30, 2024 and 2023, approximated $3,000 and $28,000, respectively.

BMIC is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company’s chairman of the board and another independent board member of the Company also have ownership interest in BMIC.

BioMed Technologies Asia Pacific Holdings Limited

On December 19, 2020, Impact BioMedical, a wholly owned subsidiary of the Company, entered into a subscription agreement (the “Subscription Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99% of BioMed at a purchase price of approximately $632,000. The Subscription Agreement provides, among other things, the Company has the right to appoint a new director to the board of BioMed. With respect to an issuance of shares to a third party by BioMed, the Company will have the right of first refusal to purchase such shares, as well as customary tag-along rights. In connection with the Subscription Agreement, Impact Biomedical entered into an exclusive distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise, promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers. This investment is valued at cost as it does not have a readily determined fair value.

Under the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States, Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution rights in all other countries. In exchange, the Company agreed to certain obligations, including mutual marketing obligations to promote sales of the products. This agreement is for ten years with a one year auto-renewal feature.

10. Short-Term and Long-Term Debt

DSS, Inc.

Promissory Notes - On May 20, 2021, Premier Packaging entered into master loan and security agreement (“BOA Note”) with Bank of America, N.A. (“BOA”) to secure financing approximating $3,710,000 to purchase and use as collateral, a new Heidelberg XL 106-7+L printing press. The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing. As of September 30, 2024, and December 31, 2023, the outstanding principal on the BOA Note was $2,562,000 and $2,932,000, respectively and had an interest rate of 4.63%. As of September 30, 2024, $514,000 was included in the Current portion of long-term debt, net, and the remaining balance of approximately $2,049,000 is recorded as Long-term debt. As of December 31, 2023, $491,000 was included in the current portion of long-term debt, net, and the remaining balance of approximately $2,442,000 recorded as long-term debt. Interest expense equaled $96,000 and $0 for the nine months ended September 30, 2024 and 2023, respectively. The BOA Note contains certain covenants that are analyzed annually. As of September 30, 2024, Premier is in compliance with these covenants.

On August 1, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”) with Patriot Bank, N.A. (“Patriot Bank”) in an amount up to $6,155,000, with the amount financed approximating $5,105,000. The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25%. The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $2,829,000 due at term end. The affective interest rate at September 30, 2024 was 4.25%. The funds borrowed were used to purchase a 40,000 square foot, 2.0 story, Class A+ multi-tenant medical office building located on a 13.62-acre site, which serves as collateral for the Shelton Agreement. The purchase price has been allocated as $4,640,000, $1,600,000, and $325,000 for the facility, land, and tenant improvements, respectively. Also included in the value of the property is $585,000 of intangible assets with an estimated useful life of approximating 3 years. The net book value of these assets as of September 30, 2024 approximated $6,199,000. Of the total financed, approximately $213,000 of principal and accrued interest is classified as current portion of long-term debt, net, and the remaining balance of approximately $4,257,000 recorded as long-term debt, net of $33,000 in deferred financing costs. Interest expense for the nine months ended September 30, 2024 and 2023 approximated $147,000 and $153,000, respectively.

On October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC Loan matures on October 12, 2022, and contains an auto renewal period of three months. As of September 30, 2024 and December 31, 2023, $464,000 and $547,000, respectively, are included in Current portion of long-term debt, net on the consolidated balance sheet.

On October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date. The Wilson Loan matures on October 12, 2022, and contains an auto renewal period of nine months. As of September 30, 2024, $1,070,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet. As of December 31, 2023 $2,131,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet.

On November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle Bank”) in the amount of $40,300,000. The LifeCare Agreement supported the acquisition of three medical facilities located in Fort Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $62,000,000. These assets are classified as investments, real estate on the consolidated balance sheet, and serves as collateral for the LifeCare Agreement. The purchase price has been allocated as $32,100,000, $12,100,000, and $1,500,000 for the facility, land and site improvements, respectively. Also included in the value of the property is $15,901,000 of intangible assets with estimated useful lives ranging from 1 to 11 years. The net book value of the assets acquired as of September 30, 2024 is approximately $41,570,000. The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five (25) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28%, with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in full. The affective interest rate at September 30, 2024 was 9.5%. As of December 31, 2023, the outstanding principal and interested approximates $41,331,000 and is included in current portion of long-term debt, on the consolidated balance sheet. As of September 30, 2024, the outstanding principal and interested approximates $45,147,000 and is included in current portion of long-term debt, on the consolidated balance sheet. Interest expense for the nine months ended September 30, 2024 and 2023 approximated $2,939,000 and $2,632,000, respectively. This note is in default and demand was made for final payment to be made by December 22, 2023. This amount is past due.

On March 17, 2022, AMRE Winter Haven, LLC (“AMRE Winter Haven”) and Pinnacle Bank (“Pinnacle”) entered into a term loan (“Pinnacle Loan”) whereas Pinnacle lent to AMRE Winter Haven the principal sum of $2,990,000, maturing on March 7, 2024 (later extended to July 7, 2024) to acquire a medical facility located in Winter Haven, Florida for a purchase price of $4,500,000. The assets acquired are classified as investments, real estate on the consolidated balance sheet, and serves as collateral for the Pinnacle Loan. The purchase price has been allocated as $3,200,000, $1,000,000, and $222,000 for the facility, land and site and tenant improvements, respectively. Also included in the value of the property is $29,000 of intangible assets with an estimated useful life of approximately 5 years. The net book value of the assets acquired as of September 30, 2024 is approximately $4,380,000. Payments are to be made in equal, consecutive installments based on a 25-year amortization period with interest at 4.28%. The first installment is due January 1, 2023. This AMRE Winter Haven note is currently due, and has an effective interest rate of 9.6%. The outstanding principal and interest, net of debt issuance costs of $17,000, approximates $2,977,000 and is included in the current portion of long-term debt, net on the accompanying consolidated balance sheet at December 31, 2023. The outstanding principal and interest, approximates $2,968,000 and is included in current portion of long-term debt, net on the accompanying consolidated balance sheet at September 30, 2024. Interest expense equaled $179,000 and $185,000 for the nine months ended September 30, 2024 and 2023, respectively. This note was assumed by SMS Financial on August 15, 2024. This note is in default and demand was made for final payment to be made by December 22, 2023. This amount is past due.

On March 30, 2023, Premier Packaging, a subsidiary of the Company entered into a loan and security agreement with Union Bank & Trust Company for the principal amount of $790,000 and shall accrued interest at the rate of 7.44%. Principal and interest shall be repaid in the approximate amount of $14,000 through March 2029. This loan is collateralized by a Bobst Model Novacut and is guaranteed by DSS, Inc. As of September 30, 2024, the outstanding principal and interest approximates $634,000 of which $121,000 was included in the current portion of long-term debt, net, and the remaining balance of approximately $513,000 recorded as long-term debt. As of December 31, 2023, the outstanding principal and interest approximates $719,000 of which $112,000 was included in the current portion of long-term debt, net, and the remaining balance of approximately $607,000 recorded as long-term debt. Interest expense equaled $38,000 and $0 for the nine months ended September 30, 2024 and

A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to September 30, 2024, are as follows:

Year	Amount
2024	$	49,873,000
2025		858,000
2026		902,000
2027		948,000
2028		996,000
Thereafter		3,739,000

11. Lease Liability

The Company has operating leases predominantly for operating facilities. As of September 30, 2024, the remaining lease terms on our operating leases range from less than one to twelve years. Renewal options to extend our leases have not been exercised due to uncertainty. Termination options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants. There are no significant finance leases as of September 30, 2024.

Future minimum lease payments as of September 30, 2024 are as follows:

Maturity of Lease Liability:

	Totals
2024		240,000
2025		861,000
2026		839,000
2027		808,000
2028		824,000
After		4,913,000
Total lease payments		8,485,000
Less: Imputed Interest		(1,393,000	)
Present value of remaining lease payments	$	7,092,000

Current	$	638,000
Noncurrent	$	6,454,000

Weighted-average remaining lease term (years)		9.9

Weighted-average discount rate		4.1	%

Total cash paid for leases during the nine months ended September 30, 2024 and 2023 approximated $786,000 and $931,000, respectively.

12. Commitments and Contingencies

License Agreement – On March 19, 2022, Impact BioMedical entered into a License Agreement (“Equivir License”) with a third-party (“Licensee”) where the Licensor is granted the right, amongst other things, to develop, commercialize, and sell the Company’s Equivir technology. In exchange, the Licensee shall pay the Company a royalty of 5.5% of net sales. Under the terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50% of the development costs provided that the development costs shall not exceed $1,250,000. As of September 30, 2024 and December 31, 2023, $13,000 and $200,000, respectively, has been accrued for in relation to the Equivir License as development of the Equivir technology.

13. Stockholders’ Equity

Equity transactions –

On April 10, 2023, the Company issued 1,247,078 shares of common stock to Mr. Frank Heuszel, CEO of DSS, pursuant to his employment agreement. These shares were issued to settle a previously recorded liability of approximately $268,000.

On January 4, 2024 the Company effected a reverse stock split of 1 for 20. As of December 31, 2023 there were 140,264,240 shares of our Common Stock issued and outstanding, which was converted to 7,066,772.

Stock-Based Compensation –

The Company records stock-based payment expense related to options and warrants based on the grant date fair value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees, directors, and consultants. Such awards include option grants, warrant grants, and restricted stock awards. During the nine months ended September 30, 2024, there were none. During the nine months ended September 30, 2023, the Company’s did not have stock compensation associated with these items, and 5,333 options were forfeited.

Impact BioMedical, Inc. Equity Transactions –

On May 10, 2023, the Company, the Company’s Board of Directors approved an amendment to the Articles of Incorporation of the Company to increase the total number of shares of Common Stock to 4,000,000,000 shares with a par value of $0.001. Each share of Common Stock when issued, shall have one (1) vote on all matters presented to the stockholders. Our Amended and Restated Articles of Incorporation also authorized 100,000,000 shares of preferred stock, par value $0.001 per share. On May 11, 2023, the Company effected a forward split. As a result, there were 3,877,282,251 shares of our Common Stock and no shares of preferred stock issued and outstanding. Prior to the split, there were 125,073,621 shares of our Common Stock and no shares of preferred stock issued and outstanding. On October 31, 2023, the Company effected a reverse stock split of 1 for 55. Also on October 31, 2023, DSS BioHealth Securities, Inc., the Company’s largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible Preferred Shares, reducing its ownership of the Company’s Common Stock from approximately 88% to approximately 12%. As of September 30, 2024 and December 31, 2023, there were 11,503,955 and 10,000,000, respectively, shares of our Common Stock and 60,496,041 shares of preferred stock issued and outstanding.

On August 8, 2023 DSS, the Company’s largest shareholder, distributed to its shareholders of record on July 10, 2023 4 shares of Impact Bio’s stock for 1 share they owned. Each share of Impact BioMedical distributed as part of the distribution will not be eligible for resale until 180 days from the date Impact BioMedical’s initial public offering becomes effective under the Securities Act, subject to the discretion of the Company to lift the restriction sooner.

On October 31, 2023, the Company effected a reverse stock split of 1 for 55. As of December 31, 2023, and December 31, 2022, there were 3,877,282,251 shares of our Common Stock issued and outstanding which was converted to 70,496,041 shares. Also on October 31, 2023, DSS BioHealth Securities, Inc., the Company’s largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible Preferred Shares, reducing its ownership of the Company’s Common Stock from approximately 88% to approximately 12%.

On September 16, 2024, Impact Biomedical Inc., entered into an underwriting agreement (the “Underwriting Agreement”) with Revere Securities, LLC., as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment initial public offering (the “Offering”) an aggregate of 1,500,000 of the Company’s shares of common stock, par value $0.001 per share at a public offering price of $3.00 per share. On September 17, 2024, the Company closed the Offering, and as of September 30, 2024 there were 11,497,703 shares of common stock issued and outstanding. The total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance and expenses, was approximately $3,726,000 (inclusive of approximately $1.5 million contributed by DSS). A final prospectus relating to this Offering was filed with the Commission on September 16, 2024. The shares of Common Stock were approved to list on the NYSE American under the symbol “IBO” and began trading there on September 16, 2024. The Company also issued warrants to the Representative and its affiliates (the “Representative’s Warrants”) warrants to purchase the number of shares of Common Stock in the aggregate equal to 5% of the Common Stock to be issued and sold in this offering (including any Shares of Common Stock sold upon exercise of the over-allotment option, if applicable). The Representative’s Warrants are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time, in whole or in part, commencing nine (9) months from the date of commencement of sales of the offering and ending on the third anniversary thereof. As of September 30, 2024, only the 1,500,000 shares included in the Offering are freely tradable on the NYSE. The remaining outstanding common shares of Impact Biomedical of 9,997,703 are restricted from trading for 180 days from the Offering date.

14. Discontinued Operations

On May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially held by DSS and Decentralized Sharing Systems in the form of a dividend to the shareholders of DSS common stock. Upon completion of this distribution, DSS will retain an ownership interest in SHRG of approximately 7%. Immediately prior to this distribution, DSS owned approximately 81% of the issued and outstanding common shares of SHRG. As a result, SHRG, whose operations represented a significant portion of our Direct Marketing segment, was deconsolidated from our consolidated financial statements effective as of May 1, 2023 (the “Deconsolidation”) and will be treated as discontinued operations on the face of our financial statements. Subsequent to April 30, 2023, the assets and liabilities of SHRG are no longer included within our consolidated balance sheets. Any discussions related to results, operations, and accounting policies associated with SHRG refer to the periods prior to the Deconsolidation.

The following tables show results of operations of the discontinued operation:

Sharing Services Global Corporation

Statements of Operations Loss - Discontinued Operations

For the Nine Months Ended September 30,

	2023
Revenue:
Direct marketing	$	4,325,000
Total revenue		4,325,000

Costs and expenses:
Cost of revenue		2,055,000
Selling, general and administrative		5,743,000
Total costs and expenses		7,798,000
Operating loss		3,473,000

Other income (expense):
Other income (expense)		(96,000	)
Interest income		6,000	)
Gain (loss) on investments		82,000
Impairment of assets		-
Loss from discontinued operations before income taxes		(3,481,000	)

Income tax benefit/(loss)		-
Loss from discontinued operations		(3,481,000	)

15. Supplemental Cash Flow Information

The following table summarizes supplemental cash flows for the six months ended September 30, 2024 and 2023:

	2024		2023

Cash paid for interest	$	631,000	$	3,432,000
Shares issued in lieu of cash bonus		-		268,000

16. Segment Information

The Company’s nine businesses lines are organized, managed, and internally reported as five operating segments. One of these operating segments, Product Packaging, is the Company’s packaging and printing group. Product Packaging operates in the paper board folding carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated custom folding cartons, and complex 3-dimensional direct mail solutions. These products are designed to provide functionality and marketability while also providing counterfeit protection. A second, Biotechnology, invests in, or acquires companies in the biohealth and biomedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is also developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. Biotechnology is also targeting unmet, urgent medical needs. A third operating segment, Securities, and Investment Management (“Securities”) was established to develop and/or acquire assets and investments in the securities trading and/or funds management arena. Further, Securities, in partnership with recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, stable coins and cryptocurrency via a digital asset trading platform using blockchain technology. The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, STO and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s). Also in this segment is the Company’s real estate investment trust (“REIT”), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. The REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. The fourth segment, Direct, provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized sharing marketplaces. It specializes in marketing and licensing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. Direct marketing products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific and Eastern Europe (see Note 1, Deconsolidation of Sharing Services Global Corporation). The fifth business line, Commercial Banking, is organized for the purposes of being a financial network holding company, focused providing commercial loans and on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services. From this financial platform, the Company shall provide an integrated suite of financial services for businesses that shall include commercial business lines of credit, land development financing, inventory financing, third party loan servicing, and services that address the financial needs of the world Gig Economy.

Approximate information concerning the Company’s operations by reportable segment for the three and nine months ended September 30, 2024 and 2023 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein:

Three Months Ended September 30, 2024	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	4,846,000		$	45,000		$	-		$	1,000		$	707,000		$	-		$	5,599,000
Cost of revenue		4,350,000			252,000			(2,000	)		10,000			1,993,000			-			6,603,000
Gross profit (loss)		496,000			(207,000	)		2,000			(9,000	)		(1,286,000	)		-			(1,004,000	)
Operating expense		766,000			104,000			73,000			1,169,000			901,000			654,000			3,667,000
Operating income (loss)		(270,000	)		(311,000	)		(71,000	)		(1,178,000	)		(2,187,000	)		(654,000	)		(4,671,000	)
Other income (expense)		(43,000	)		251,000			(52,000	)		(573,000	)		336,000			(949,000	)		(1,030,000	)
Net income (loss) from continuing operations before taxes		(313,000	)		(60,000	)		(123,000	)		(1,751,000	)		(1,851,000	)		(1,603,000	)		(5,701,000	)

Three Months Ended September 30,2023	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	3,378,000		$	108,000		$	523,000		$	-		$	173,000		$	-		$	4,182,000
Cost of revenue		3,871,000			-			271,000			4,000			1,926,000			-			6,072,000
Gross profit (loss)		(493,000	)		108,000			252,000			(4,000	)		(1,753,000	)		-			(1,890,000	)
Operating expense		647,000			139,000			55,000			1,154,000			352,000			866,000			3,213,000
Operating income (loss)		(1,140,000	)		(31,000	)		197,000			(1,158,000	)		(2,105,000	)		(866,000	)		(5,103,000	)
Other income (expense)		(143,000	)		7,000			(1,208,000	)		6,000			(50,000	)		(189,000	)		(1,577,000	)
Net income (loss) from continuing operations before taxes		(1,283,000	)		(24,000	)		(1,011,000	)		(1,152,000	)		(2,155,000	)		(1,055,000	)		(6,680,000	)

Nine Months Ended September 30, 2024	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	11,466,000		$	192,000		$	3,000		$	2,000		$	2,018,000		$	-		$	13,681,000
Cost of Revenue		10,715,000			719,000			(2,000	)		30,000			5,804,000			-			17,266,000
Gross profit (loss)		751,000			(527,000	)		5,000			(28,000	)		(3,786,000	)		-			(3,585,000	)
Operating expense		2,313,000			338,000			227,000			2,637,000			3,023,000			2,164,000			10,702,000
Operating income (loss)		(1,562,000	)		(865,000	)		(222,000	)		(2,665,000	)		(6,809,000	)		(2,164,000	)		(14,287,000	)
Other income (expense)		(118,000	)		(73,000	)		134,000			(699,000	)		52,000			(934,000	)		(1,638,000	)
Net loss from continuing operations		(1,680,000	)		(938,000	)		(88,000	)		(3,364,000	)		(6,757,000	)		(3,098,000	)		(15,925,000	)

Nine Months Ended September 30,2023	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	12,883,000		$	426,000		$	1,930,000		$	3,000		$	3,678,000		$	-		$	18,920,000
Cost of revenue		10,952,000			-			820,000			67,000			6,340,000			-			18,179,000
Gross profit (loss)		1,931,000			426,000			1,110,000			(64,000	)		(2,662,000	)		-			741,000
Operating expense		1,890,000			283,000			2,683,000			3,230,000			5,946,000			2,276,000			16,308,000
Operating income (loss)		41,000			143,000			(1,573,000	)		(3,294,000	)		(8,608,000	)		(2,276,000	)		(15,567,000	)
Other income (expense)		(137,000	)		(1,943,000	)		(7,238,000	)		(2,640,000	)		16,000			(2,062,000	)		(14,004,000	)
Net loss from continuing operations		(96,000	)		(1,800,000	)		(8,811,000	)		(5,934,000	)		(8,592,000	)		(4,338,000	)		(29,571,000	)

The following tables disaggregate our business segment revenues by major source:

Printed Products Revenue Information:

Schedule of Disaggregation of Revenue


Three months ended September 30, 2024
Packaging Printing and Fabrication	$	4,773,000
Commercial and Security Printing		55,000
Total Printed Products	$	4,828,000

Three months ended September 30, 2023
Packaging Printing and Fabrication	$	3,293,000
Commercial and Security Printing		22,000
Total Printed Products	$	3,315,000

Nine months ended September 30, 2024
Packaging Printing and Fabrication	$	11,096,000
Commercial and Security Printing		333,000
Total Printed Products	$	11,429,000

Nine months ended September 30, 2023
Packaging Printing and Fabrication	$	12,634,000
Commercial and Security Printing		342,000
Total Printed Products	$	12,976,000

Direct Marketing

Three months ended September 30, 2024
Direct Marketing Internet Sales	$	-
Total Direct Marketing	$	-

Three months ended September 30, 2023
Direct Marketing Internet Sales	$	523,000
Total Direct Marketing	$	523,000

Nine months ended September 30, 2024
Direct Marketing Internet Sales	$	-
Total Direct Marketing	$	-

Nine months ended September 30, 2023 (as restated)
Direct Marketing Internet Sales	$	1,763,000
Total Direct Marketing	$	1,763,000

Rental Income

Three months ended September 30, 2024
Rental income	$	496,000
Total Rental Income	$	496,000

Three months ended September 30, 2023
Rental income	$	236,000
Total Rental Income	$	236,000

Nine months ended September 30, 2024
Rental income	$	1,334,000
Total Rental Income	$	1,334,000

Nine months ended September 30, 2023
Rental income	$	3,464,000
Total Rental Income	$	3,464,000

Commission Income

Three months ended September 30, 2024
Commission income	$	230,000
Total commission income	$	230,000

Three months ended September 30, 2023
Commission income	$	-
Total commission income	$	-

Nine months ended September 30, 2024
Commission income	$	737,000
Total commission income	$	737,000

Nine months ended September 30, 2023
Commission income	$	295,000
Total commission income	$	295,000

Net Investment Income

Three months ended September 30, 2024
Net Investment Income	$	45,000
Total Investment Income	$	45,000

Three months ended September 30, 2023
Net Investment Income	$	108,000
Total Rental Income	$	108,000

Nine months ended September 30, 2024
Net investment income	$	181,000
Total Management fee income	$	181,000

Nine months ended September 30, 2023
Net Investment Income	$	422,000
Total Management fee income	$	422,000

17. Related Party Transactions

The fair value of the marketable security as of September 30, 2024 and December 31, 2023, was approximately $3,167,000 and $3,269,000, respectively. During the nine month ended September 30, 2024 and 2023, the Company recorded unrealized loss of approximately $102,000 and $407,000, respectively.

18. Subsequent Events

The Company has evaluated all subsequent events and transactions through November 13, 2024, the date that the condensed consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain statements contained herein this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Reform Act”). Except for the historical information contained herein, this report contains forward-looking statements (identified by words such as “estimate”, “project”, “anticipate”, “plan”, “expect”, “intend”, “believe”, “hope”, “strategy” and similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements.

Overview

The Company, incorporated in the state of New York in May 1984 has conducted business in the name of Document Security Systems, Inc. On September 16, 2021, the board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc. (a New York corporation, incorporated in August 2020), for the sole purpose of effecting a name change from Document Security Systems, Inc. to DSS, Inc. This change became effective on September 30, 2021. DSS, Inc. maintained the same trading symbol “DSS” and updated its CUSIP number to 26253C 102.

Our divisions, their business lines, subsidiaries, and operating territories: (1) Our Product Packaging line is led by Premier Packaging Corporation, Inc. (“Premier”), a New York corporation. Premier operates in the paper board and fiber based folding carton, consumer product packaging, and document security printing markets. It markets, manufactures, and sells sophisticated custom folding cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions. Premier is currently located in its new facility in Rochester, NY, and primarily serves the US market. (2) The Biotechnology business line was created to invest in or acquire companies in the BioHealth and BioMedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is also targeting unmet, urgent medical needs, and is developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. (3) Direct Marketing, led by the holding corporation, Decentralized Sharing Systems, Inc. (“Decentralized”) provides services to assist companies in the emerging growth “Gig” business model of peer-to-peer decentralized sharing marketplaces. Direct Marketing’s products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe. (4) Our Commercial Lending business division, driven by American Pacific Financial, Inc. (“APF”, formally American Pacific Bancorp, Inc. “APB”), is organized for the purposes of being a financial network holding company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting services, and advisory capital raising services. (5) Securities and Investment Management was established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other product and service lines, broker dealers, and mutual funds management. Also in this segment is the Company’s real estate investment trusts (“REIT”), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. (6) Alternative Trading was established to develop and/or acquire assets and investments in the securities trading and/or funds management arena. Alternative Trading, in partnership with recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, and cryptocurrency via an alternative trading platform using blockchain technology. The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s). (7) Digital Transformation was established to be a Preferred Technology Partner and Application Development Solution for mid cap brands in various industries including the direct selling and affiliate marketing sector. Digital improves marketing, communications and operations processes with custom software development and implementation (discontinued in 2023). (8) The Secure Living division has developed a plan for fully sustainable, secure, connected, and healthy living communities with homes incorporating advanced technology, energy efficiency, and quality of life living environments both for new construction and renovations for single and multi-family residential housing (discontinued in 2023). (9) The Alternative Energy group was established to help lead the Company’s future in the clean energy business that focuses on environmentally responsible and sustainable measures. Alset Energy, Inc, the holding company for this group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and to provide underutilized properties with small microgrids for independent energy (discontinued in 2023).

On December 23, 2021, DSS purchased 50,000,000 shares at $0.06 per share of Sharing Services Global Corporation (“SHRG”) via a private placement. With this purchase, DSS increased its ownership of voting shares from approximately 47% of SHRG to approximately 58%. On January 24, 2022, the Company exercised 50,000,000 warrants received as part of a consulting agreement with SHRG at the exercise price of $0.0001, bring its ownership percentage of voting shares to approximately 65%. SHRG aims to build shareholder value by developing or acquiring businesses that increase the Company’s product and services portfolio, business competencies and geographic reach. Currently, the Company, through its subsidiaries, markets and distributes its health and wellness and other products primarily in the United States, Canada, and the Asia Pacific region using a direct selling business model. The Company markets its products and services through its independent sales force, using its proprietary websites, including: www.elevacity.com and www.thehappyco.com. The Company, headquartered in Plano, Texas, was incorporated in the State of Nevada on April 24, 2015, and is an emerging growth company. The Company’s Common Stock is traded, under the symbol “SHRG,” in the OTCQB Market, an over-the-counter trading platforms market operated by OTC Markets Group Inc. On May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially held by DSS and Decentralized Sharing Systems in the form of a dividend to the shareholders of DSS common stock. Upon completion of this distribution, DSS will retain an ownership interest in SHRG of approximately 7%. Immediately prior to this distribution, DSS owned approximately 81% of the issued and outstanding common shares of SHRG. As a result, SHRG, whose operations represented a significant portion of our Direct Marketing segment, was deconsolidated from our consolidated financial statements effective as of May 1, 2023 (the “Deconsolidation”). The consolidated statement of operations for the fiscal quarter ended September 30, 2023, therefore includes one month of activity related to SHRG prior to the Deconsolidation. Subsequent to April 30, 2023 the assets and liabilities of SHRG are no longer included within our consolidated balance sheets. Any discussions related to results, operations, and accounting policies associated with SHRG refer to the periods prior to the Deconsolidation.

The five reporting segments are as follows:

Premier Packaging: (“Premier”) Premier Packaging Corporation provides custom packaging services and serves clients in the pharmaceutical, nutraceutical, consumer goods, beverage, specialty foods, confections, photo packaging and direct marketing industries, among others. The group also provides active and intelligent packaging and document security printing services for end-user customers. In addition, the division produces a wide array of printed materials, such as folding cartons and paperboard packaging, security paper, vital records, prescription paper, birth certificates, receipts, identification materials, entertainment tickets, secure coupons and parts tracking forms. The division also provides resources and production equipment for our ongoing research and development of security printing, brand protection, consumer engagement and related technologies.

Commercial Lending: (“Commercial Lending”) through its operating company, American Pacific Bancorp, Inc. (“APB”) is organized for the purposes of being a financial network holding company, focused providing commercial loans and on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services. From this financial platform, the Company shall provide an integrated suite of financial services for businesses that shall include commercial business lines of credit, land development financing, inventory financing, third party loan servicing, and services that address the financial needs of the world Gig Economy.

Biotechnology: (“Biotech”) Impact BioMedical, Inc. targets unmet, urgent medical needs and expands the borders of medical and pharmaceutical science. Impact drives mission-oriented research, development, and commercialization of solutions for medical advances in human wellness and healthcare. By leveraging technology and new science with strategic partnerships, Impact BioMedical provides advances in drug discovery for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases. Other technologies include a breakthrough alternative sugar aimed to combat diabetes and functional fragrance formulations aimed at the industrial and medical industry.

The business model of BioHealth and Impact BioMedical revolves around two methodologies – Licensing and Sales Distribution.

1) Impact develops valuable and unique patented technologies which will be licensed to pharmaceutical, large consumer package goods companies and venture capitalists in exchange for usage licensing and royalties.

2) Impact utilizes the DSS ecosystem to leverage its sister companies that have in place distribution networks on a global scale. Impact will engage in branded and private labelling of certain products for sales generation through these channels. This global distribution model will give direct access to end users of Impact’s nutraceutical and health related products.

Securities and Investment Management: (“Securities”) Securities was established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other product and service lines, real estate investment funds, broker dealers, and mutual funds management. This business sector has already established the following business lines and associated products and services:

	●	REIT Management Fund: In March 2020, DSS Securities formed AMRE (“American Medical REIT”) and its management company AAMI (“AMRE Asset Management, Inc.) Through AAMI/AMRE, a medical real estate investment trust, fulfills community needs for quality healthcare facilities while enabling care providers to allocate their capital to growth and investment in their contemporary clinical and critical care businesses.

	●	Sentinel Brokers Company, Inc.: Sentinel primarily operates as a financial intermediary, facilitating institutional trading of municipal and corporate bonds as well as preferred stock, and accelerates the trajectory of the DSS digital securities business.

	●	DSS AmericaFirst: DSS AmericaFirst is a suite of mutual funds managed by DSS Wealth Management. DSS AmericaFirst expects to expand into numerous investment platforms including additional mutual funds, exchange-traded funds, unit investment trusts, and closed-end funds. DSS AmericaFirst currently consists of four mutual funds that seek to outperform their respective benchmark indices by applying a quantitative rules-based approach to security selection.

Direct Marketing: (“Direct”) Through its holding company, Decentralized Sharing Systems, Inc. and its subsidiaries and partners, provide an array of products and services which include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific and Eastern Europe, through licensing agreements.

Results of operations for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023.

This discussion should be read in conjunction with the financial statements and footnotes contained in this Quarterly Report and in our Annual Report on Form 10-K/A for the year ended December 31, 2023.

	Three months ended September 30, 2024		Three months ended September 30, 2023		% Change			Nine months ended September 30, 2024		Nine months ended September 30, 2023 (as restated)		% Change

Printed products	$	4,828,000	$	3,315,000		46	%	$	11,429,000	$	12,976,000		-12	%
Rental income		496,000		236,000		110	%		1,334,000		3,464,000		-61	%
Net investment income		45,000		108,000		-58	%		181,000		422,000		-57	%
Commission revenue		230,000		-		N/A			737,000		295,000		150	%
Direct marketing		-		523,000		-100	%		-		1,763,000		-100	%

Total Revenue	$	5,599,000	$	4,182,000		34	%	$	13,681,000	$	18,920,000		-28	%

For the three months ended September 30, 2024, total revenue increased 34% as compared to the three months ended September 30, 2023. The increase in Printed Product revenue of approximately 46% is driven by new customer orders. The increases in Rental income of 110% is driven by new tenants at AMRE LifeCare Pittsburg facility being making rental payments in 2024. The decreases in Net investment income approximating 58% is due to a number of loans made going on non-accrual as borrowers have struggled to make expect payments. The Company’s Direct Marketing revenues decreased 100% as the change in business plan from maintaining its own sales force to licensing its products has been slow to generate revenue.

For the nine months ended September 30, 2024, total revenue decreased 28% as compared to the nine months ended September 30, 2023. Revenues from the sale of Printed products decreased 12% due primarily to orders expected to ship during the 4^th quarter 2022 being pushed to the 1st quarter 2023 as well as decrease in orders from two existing customers. The decreases in Rental income of 61% is driven by the tenants at AMRE LifeCare being unable to make rental payments in 2024. The decreases in Net investment income approximating 57% is due to a number of loans made going on non-accrual as borrowers have struggled to make expect payments. The Company’s Direct Marketing revenues decreased 100% as the change in business plan from maintaining its own sales force to licensing its products has been slow to generate revenue.

	Three months ended September 30, 2024			Three months ended September 30, 2023		% Change			Nine months ended September 30, 2024			Nine months ended September 30, 2023 (as restated)		% Change

Cost of revenue
Printed products	$	4,350,000		$	3,871,000		12	%	$	10,715,000		$	10,952,000		-2	%
Securities		1,993,000			1,926,000		3	%		5,804,000			6,340,000		-8	%
Biotechnology		10,000			4,000		150	%		30,000			67,000		-55	%
Commercial lending		252,000			-		N/A			719,000			-		N/A
Direct marketing		(2,000	)		271,000		-101	%		(2,000	)		820,000		-100	%
Sales, general and administrative compensation		1,197,000			1,132,000		6	%		3,639,000			4,452,000		-18	%
Professional fees		647,000			1,139,000		-43	%		2,206,000			3,248,000		-32	%
Sales and marketing		907,000			483,000		88	%		1,849,000			1,845,000		0	%
Rent and utilities		133,000			156,000		-15	%		560,000			656,000		-15	%
Research and development		-			239,000		-100	%		50,000			684,000		-93	%
Other operating expenses		783,000			64,000		1123	%		2,398,000			5,423,000		-56	%

Total costs and expenses	$	10,270,000		$	9,285,000		11	%	$	27,968,000		$	34,487,000		-19	%

Costs of revenue include all direct costs of the Company’s printed products, including its packaging and printing sales and its direct marketing sales, materials, direct labor, transportation, and manufacturing facility costs. In addition, this category includes all direct costs associated with the Company’s technology sales, services and licensing including hardware and software that are resold, third-party fees, and fees paid to inventors or others because of technology licenses or settlements, if any. Cost of revenue for our Securities operating segments is comprised mainly of our REIT line of business and includes all direct cost associated with the maintenance and upkeep of the related facilities, depreciation, amortization, and the costs to acquire the facilities.

Our Commercial Lending operating segment has costs of revenue associated with the impairment of notes receivable for those amounts at risk of collection. Total costs of revenue decreased 5% for nine months ended September 30, 2024 as compared to 2023 is primarily related to the decrease in revenue associate with the change in the Direct marketing business plan that has been slow to generate revenue as well as decrease in revenues from our Printed product business line.

Sales, general and administrative compensation costs, excluding stock-based compensation, decreased 18% for nine months ended September 30, 2024 as compared to 2023 is primarily related the decrease in head count as the change in business plan from maintaining our own sales force for the Direct marketing business segment to licensing its products.

Professional fees decreased 32% for nine months ended September 30, 2024 as compared to 2023 due primarily to primarily due to efforts taken to decrease these cost primarily at the Company’s Impact Bio subsidiary in anticipation of its IPO.

Sales and marketing which include internet and trade publication advertising, travel and entertainment costs, sales-broker commissions, and trade show participation expenses. Sales and marketing remained flat during the nine months ended September 30, 2024 as compared to 2023 due as the decrease in such cost associated with our Direct marketing business segment were offset by increases in our Printed Products and Biotechnology business segments.

Rent and utilities decreased 15% during the nine months ended September 30, 2024 as compared to 2023 primarily due to end of the lease in Tennessee for AMRE office space and California for the Company’s DSS Wealth Management subsidiary.

Research and development costs represent costs consisting primarily of independent, third-party testing of the various properties of each technology the Company owns possesses as well as research on new technologies. These costs decreased 93% the nine months ended September 30, 2024 as compared to September 30, 2023, due primarily to the cessation of the Company’s research and development contract with GRDG at the end of 2023.

Other operating expenses consist primarily of equipment maintenance and repairs, office supplies, IT support, and insurance costs. These costs decrease approximately 56% during the nine months ended September 30, 2024 as compared to September 30, 2023, due primarily to the write-off of accounts receivable associated with our AMRE LifeCare facilities of approximately $3,023,000 in 2023 as the tenant was unable to pay rent.

Other Income (Expense)

	Three months ended September 30, 2024			Three months ended September 30, 2023			%Change			Nine months ended September 30, 2024			Nine months ended September 30,2023 (as restated)			% Change

Interest Income	$	28,000		$	682,000			-96	%	$	331,000		$	1,220,000			-73	%
Dividend Income		-		$	-			N/A		$	-		$	12,000			-100	%
Other Income (expense)		2,000			(43,000	)		-105	%	$	39,000		$	138,000			-72	%
Interest Expense		(53,000	)		(51,000	)		4	%	$	(242,000	)	$	(438,000	)		-45	%
Foreign Currency Translation Adjustment		8,000			-			N/A		$	(5,000	)	$	-			N/A
(Loss) gain on equity method investment		(4,000	)		(6,000	)		-33	%	$	3,000		$	(28,000	)		-111	%
(Loss) gain on investments		(449,000	)		301,000			-249	%	$	(1,021,000	)	$	(2,471,000	)		-59	%
Impairment of assets upon deconsolidation		-			-			N/A		$	-		$	(6,220,000	)		-100	%
Provision for loan losses		(562,000	)		(1,179,000	)		-52	%	$	(908,000	)	$	(4,936,000	)		-82	%
Gain (loss) on sale		-			(1,281,000	)		-100	%	$	165,000		$	(1,281,000	)		-113	%

Total other income	$	(1,030,000	)	$	(1,577,000	)		35	%	$	(1,638,000	)	$	(14,004,000	)		88	%

Interest income is recognized on the Company’s money markets, and a portion of notes receivable, identified in Note 4. The decrease in interest income is driven by several notes being put on non-accrual as the related borrowers have shown an inability to pay timely.

Other income (expense) for the nine months ended September 30, 2024 as compared to 2023 decreased 72% due primarily to income incurred in 2023 regarding the Company’s distribution agreement with BioMed Technologies.

Interest expenses decreased 45% during the nine months ended September 30, 2024, as compared to the same period in 2023, due to decreasing debt balances.

(Loss) gain on equity method investment is the Company’s prorated portion of earnings on its investments treated under the equity method of account for the six months ended September 30, 2024 as compared to 2023.

(Loss) gain on investments consists of net realized losses on marketable securities which are recognized as the difference between the purchase price and sale price of the common stock investment, and net unrealized losses on marketable securities which are recognized on the change in fair market value on our common stock investment. The decrease in loss on investment for the nine months ended September 30, 2024 as compared to 2023 is driven by better performance of our stock portfolio.

Impairment of assets upon deconsolidation represents the impairment of assets recognized due to the deconsolidation of SHRG approximately $6,220,000 which is recorded as an impairment of assets due to the deconsolidation in our consolidated statements of operations.

Net Loss

	Three months ended September 30, 2024			Three months ended September 30, 2023			% Change			Nine months ended September 30, 2024			Nine months ended September 30, 2023 (as restated)			% Change

Loss from continuing operations	$	(5,701,000	)	$	(6,680,000	)		-15	%	$	(15,762,000	)	$	(29,580,000	)		-47	%

Income (loss) from discontinued operations, net of tax		-			-			N/A			-			(3,481,000	)		-100	%
Net loss	$	(5,701,000	)	$	(6,680,000	)		15	%	$	(15,762,000	)	$	(33,061,000	)		52	%

For the nine months ended September 30, 2024 the Company recorded net losses of $15,762,000 as compared to net losses of $33,061,000 for the same period in 2023. The decrease in net loss is driven by decreases in the Provision for loan losses, impairment of assets upon deconsolidation, the improved performance of our stock portfolio as well as the deconsolidation of SHRG.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically met its liquidity and capital requirements primarily through the sale of its equity securities and debt financing. As of September 30, 2024 the Company had cash of approximately $11.6 million. As of September 30, 2024, the Company believes that it has sufficient cash to meet its cash requirements for at least the next 12 months from the filing date of this Quarterly Report. In addition, the Company believes that it will have access to sources of capital from the sale of its equity securities and debt financing. The deconsolidation of SHRG and sale of HWH Holdings, Inc, two companies with historical losses, also is expected to improve future cash flows.

Cash Flow from Continuing Operating Activities

Net cash used by operating activities was $9,181,000 for the nine months ended September 30, 2024 as compared to $21,035,000 for nine months ended September, 2023. This fluctuation is driven by decreases in net loss, after reconciling items, approximating $371,000. Also, the Company paid litigation losses during the 1^st quarter of 2023 of approximately $8,750,000.

Cash Flow from Investing Activities

Net cash provided by investing activities was $9,916,000 for the nine months ended September 30, 2024 as compared to net cash provided by investing activities of $11,885,000 for the nine months ended September 30, 2023. This fluctuation is driven by the sale of marketable securities approximating $11,330,000 during 2023 versus a sale of $3,029,000 during 2024. This is offset by receipts on Notes receivable of $4,039,000 in 2024 versus $1,419,000 in 2023.

Cash Flow from Financing Activities

Net cash provided by financing activities was $4,281,000 for the nine months ended September 30, 2024 as compared to net cash used by financing activities of $3,243,000 for the nine months ended September 30, 2023. This variance is driven by payments toward long term debt of $1,492,000 in 2024 versus $4,056,000 in 2023.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements that have, or are reasonably likely to have, an effect on our financial condition, financial statements, revenues, or expenses.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The financial statements as of December 31, 2023, describe the significant accounting policies and methods used in the preparation of the financial statements. There have been no material changes to such critical accounting policies as of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

ITEM 4 - CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures for the quarter ended September 30, 2024, pursuant to Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation and on the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 which remained as of September 30, 2024, our principal executive officer and principal financial officer concluded that as of September 30, 2024, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is being recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is being accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Plan for Remediation of Material Weaknesses

As discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, the Company has a remediation plan and is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent significant improvements in our controls. The Company has started to implement these steps, however, some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time. Until the remediation steps set forth above are fully implemented and tested, the material weaknesses described above will continue to exist.

Changes in Internal Control over Financial Reporting

While changes in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2024, as the Company began implementation of the remediation steps described above, we believe that there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

See commentary in Note 11 Commitments and Contingencies.

ITEM 1A - RISK FACTORS

There have been no material changes to the discussion of risk factors previously disclosed in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 25, 2022, the Company entered into a stock purchase agreement with Alset EHome International, Inc. (the “January 25, 2022 SPA”), pursuant to which the Company agreed to issue to Alset EHome International, Inc. (“AEI”) up to 44,619,423 shares of the Company’s common stock (the “Shares”) for a purchase price of $0.3810 per share. On February 28, 2022, the Company entered into an Amendment to Stock Purchase Agreement, pursuant to which the Company and AEI agreed to amend certain terms of the January 25, 2022 SPA. Pursuant to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced from 44,619,423 to 3,986,877 shares for an aggregate purchase price of $1,519,000.

On January 18, 2022, the Company entered into a stock purchase agreement with AEI, pursuant to which AEI sold to the Company 100% of the shares of common stock of its wholly owned subsidiary True Partner International Limited (HK) (“TP”), and all of TP’s 62,122,908 ordinary shares of True Partner Capital Holding Limited, for a purchase price of 11,397,080 newly issued shares of the Company’s common stock. This agreement was terminated on February 25, 2022. On February 28, 2022, the Company entered into a Stock Purchase Agreement with Alset EHome International Inc. (the “True Partner Revised Stock Purchase Agreement”), pursuant to which AEI has agreed to sell a subsidiary holding 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for 17,570,948 shares of common stock of the Company.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

Exhibit Number		Exhibit Description

3.1		Certificate of Incorporation *

3.2		Fifth Amended and Restated Bylaws *

3.3		Amendment 1 to Fifth Amended and Restated Bylaws

10.1		Securities Purchase Agreement between Decentralized Sharing Systems, Inc. and Sharing Services Global Corporation for the sale of HWH Holdings, Inc.

10.2		Securities Purchase Agreement between Decentralized Sharing Systems, Inc. and Sharing Services Global Corporation for the sale of HWH World, Inc.

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. *

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. *

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. *

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DSS, INC.

November 13, 2024	By:	/s/ Jason Grady
		Jason Grady
		Interim Chief Executive Officer
		(Principal Executive Officer)

November 13, 2024	By:	/s/ Todd D. Macko
		Todd D. Macko
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 3.1

Exhibit 3.2

FIFTH AMENDED AND RESTATED BY-LAWS

DOCUMENT SECURITY SYSTEMS, INC.

(A New York Corporation)

ARTICLE 1 - CORPORATE OFFICES

(1.1) Location. The principal office of the Corporation shall be located at:

200 Canal View Boulevard Suite 300

Rochester, New York 14623

(1.2) Change of Location. The Board of Directors (the “Board”) of Document Security Systems, Inc. (the “Corporation”) may relocate the principal office of the Corporation, to a location within or without the state of incorporation, as the Board may designate, by resolution adopted by the affirmative vote of a majority of the entire Board. As used in these Fifth Amended and Restated By-Laws of the Corporation (the “By-Laws”), the term “entire Board” means the total authorized number of directors which the Corporation would have if there were no vacancies.

(1.3) Other Offices. In addition to its principal office, the Corporation may establish and maintain such other offices, either within or without the state of incorporation, as the Board may designate, by resolution adopted by the affirmative vote of a majority of the entire Board.

ARTICLE 2 – BOARD OF DIRECTORS

(2.1) Number. The number of directors of the Corporation shall be fixed from time to time by action of the shareholders or by resolution adopted by the affirmative vote of a majority of the entire Board; provided that such number of directors shall not be less than three nor more than eleven, unless and until otherwise determined by vote of a majority of the entire Board; and provided further that no decrease in the number of directors shall shorten the term of any incumbent director.

(2.2) Election of Directors.

(a) Except as may otherwise be provided herein or in the Corporation’s Certificate of Incorporation, as amended (such Certificate of Incorporation, and any amendments thereof, hereinafter collectively referred to as the “Certificate”), the members of the Board, who need not be shareholders of the Corporation, shall each be elected by receiving a majority of the votes cast by the holders of shares of such class entitled to vote generally in the election of directors at each succeeding annual meeting of the shareholders of the Corporation (a “Majority Vote”); provided, however, that in the event of a “Contested Election,” directors shall be elected by a plurality vote. For this purpose, a “Contested Election” means an election in which nominees for election are to be voted on who have not been recommended for election by the Board or the Nominating and Corporate Governance Committee thereof or as to which the number of nominees for election at the meeting exceeds the number of directors to be elected at such meeting.

(b) The Board shall only nominate for election or re-election to the Board and shall only fill director vacancies and elect persons to new directorships candidates who agree to tender, before they are nominated for election or re-election as directors, irrevocable resignations that will be effective upon (i) the failure to receive a Majority Vote at the next meeting at which they stand for election or re-election (unless there is a Contested Election at such meeting) and (ii) the Board’s acceptance of such resignation. If a director nominee fails to receive the required vote for election or re-election, the Nominating and Corporate Governance Committee of the Board will act on an expedited basis to recommend whether the Board should accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. Pending such final determination by the Board as to whether to accept such resignation, the director shall have no right to participate in such determination except and solely to the extent (if any) specifically required by the Board or the Nominating and Corporate Governance Committee thereof (as applicable).

(2.3) Term of Office. A director shall hold office until the next year’s annual meeting and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(2.4) Duties and Powers. The Board shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate or by statute expressly conferred upon or reserved to the shareholders.

(2.5) Qualification. No person shall serve as a director unless such person is at least twenty-one years of age.

(2.6) Notices. Upon taking office, each director shall file with the Secretary a written designation of the address that the director desires to be used for the purpose of giving notices to him. Until the director shall have effectively done so, he shall be deemed to have designated either the principal office of the Corporation or any other address that the sender of the notice could reasonably believe to be an appropriate address. Any designated address may be re-designated by similar filing with the Secretary. The Secretary shall give each of the other directors prompt notice of every designation or re-designation filed. The designation or re-designation shall be effective three business days after the Secretary’s action or upon earlier receipt. Any notice to a director shall be valid if sent to either (a) the director’s designated address or (b) any other address used in good faith unless it be shown that prejudice resulted from use of such other address. All notices must be in writing. Any notice may be delivered by hand or sent by telecommunications device, by e-mail, by regular mail, by overnight courier, or by similar means.

(2.7) Resignation. A director may resign at any time by giving notice to each of the other directors or to the Corporation. Unless otherwise specified, the notice shall be effective immediately and acceptance shall not be necessary to make it effective. A director need not assign cause for resigning.

(2.8) Newly Created Directorships; Vacancies. Newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other reason may be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and any director so chosen shall hold office for the remainder of the full term of the departed director and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(2.9) Removal. (i) Any director, or the entire Board, may be removed by the shareholders from office at any time prior to the expiration of his or their respective terms of office, but only for cause, and only by the affirmative vote of the holders of record of outstanding shares representing a majority of the voting power of all the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, and (ii) any director may be removed from office by the affirmative vote of a majority of the entire Board, at any time prior to the expiration of his term of office, but only for cause.

(2.10) Rights of Preferred Shareholders. Notwithstanding any other provision of this Section 2, and except as otherwise required by law, whenever the holders of one or more series of Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of Preferred Stock.

ARTICLE 3 –BOARD MEETINGS; PROCEDURES; COMPENSATION; COMMITTEES

(3.1) Regular Meetings. A regular meeting of the Board shall be held immediately after the annual meeting of shareholders. The Board may provide for other regular meetings. Notice need not be given of any regular meeting.

(3.2) Special Meetings. The Chairman, the lead independent director or the Chief Executive Officer, or any two directors together, may call a special meeting. The special meeting notice does not have to specify the business to be transacted. Special meetings of the Board shall be held upon notice to the directors not less than twenty-four (24) hours before the meeting.

(3.3) Adjourned Meetings. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to such time and place as they shall decide. Notice of any adjourned meeting need not be given at any adjourned meeting, whether adjourned once or more, and any business may be transacted that might have been transacted at the meeting of which there is an adjournment. Additional business may also be transacted if proper notice shall have been given.

(3.4) Chairman; Lead Independent Director.

(a) At all meetings of the Board, the Chairman of the Board, if any and if present, shall preside and, if there shall be no Chairman, or he shall be absent, then the lead independent director, if any and if present, shall preside, and in his absence, a chairman chosen by the directors then present shall preside.

(b) The Board shall select a lead independent director if at any time the Chairman shall be an executive officer of the Corporation or for any other reason shall not be an independent director. The lead independent director shall (i) preside at all meetings of the Board at which the Chairman of the Board is not present, at all meetings of the independent directors and at all executive sessions of the independent directors, (ii) have a reasonable opportunity to review and comment on Board meeting agendas, (iii) serve as a liaison between the Chairman of the Board and the other members of the Board, (iv) have the authority to call special meetings of the Board and of the independent directors, and (v) perform such other duties as the Board may from time to time delegate.

(3.5) Quorum and Adjournments.

(a) At all meetings of the Board, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

(3.6) Manner of Acting.

(a) At all meetings of the Board, or any committee thereof, each director present shall have one vote, irrespective of the number of shares of the Corporation’s capital stock, if any, he may hold.

(b) Except as otherwise provided by statute, by the Certificate, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

(c) Where appropriate communication facilities are reasonably available, any or all directors shall have the right to participate in any Board meeting, or committee meeting, by means of a conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, and such participation shall constitute presence in person at any such meeting.

(3.7) Compensation. The Board is authorized to make provision for reasonable compensation to its members for their services as directors and to fix the basis and conditions upon which this compensation shall be paid. Any director may also serve the Corporation in any other capacity and receive compensation therefor in any form.

(3.8) Contracts.

(a) No contract or other transaction between this Corporation and any other corporation or entity shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation or other entity, provided that such material facts are disclosed or made known to the Board.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board, and provided that the Board shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such interested director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such interested director or directors may be counted in determining the presence of a quorum at such meeting. This Section 3.8 shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

(3.9) Committees. The Board, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive, audit, nominating, corporate governance or compensation committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more directors (or such lesser number as is permitted by the rules of the stock exchange or over-the-counter market on which the Corporation’s stock is then traded), with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. At all meetings of a committee, the presence of a majority of the members of the committee shall be necessary to constitute a quorum for the transaction of business, except as otherwise provided by said resolution or by these By-Laws. Participation of any one or more members of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, shall constitute presence in person at any such meeting. Any action authorized in writing by all of the members of a committee entitled to vote thereon and filed with the minutes of the committee shall be the act of the committee with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the committee.

(3.10) Regulations. The Board may adopt rules and regulations not inconsistent with law, the Certificate or these By-Laws, for the conduct of its meetings and the management of all aspects of the affairs of the Corporation.

(3.11) Reliance on Books and Records. A member of the Board or of any committee thereof designated by the Board as provided in these By-Laws, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board or by any such committee, or in relying in good faith upon other records of the Corporation.

ARTICLE 4 - SHARES AND CERTIFICATES

(4.1) Form of Certificates. Certificates representing shares of capital stock of the Corporation shall be in the form determined by the Board. All certificates issued shall be consecutively numbered or otherwise appropriately identified.

(4.2) Share Transfer Ledger. There shall be kept a share transfer ledger in which shall be entered full and accurate records including the names and addresses of all shareholders, the number of shares issued to each shareholder and the dates of issuance. All transfers of shares shall be promptly reflected in the share transfer ledger. Unless otherwise directed by the Board, the share transfer ledger shall be kept at the principal office of the Corporation and any shareholder of the Corporation is entitled to inspect such list under the Business Corporation Law of New York.

(4.3) Transfer of Shares. Upon (a) receipt of the certificate representing the shares to be transferred, either duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, (b) payment of any required transfer taxes, and (c) payment of any reasonable charge the Board may have established, the surrendered certificate shall be canceled and a new certificate or certificates shall be issued to the person(s) entitled to it.

(4.4) Replacement Certificates. Replacement certificates will be issued at the request of the shareholder upon payment of any reasonable charge the Board may have established. In case of a lost, mislaid, destroyed or mutilated certificate, proof of the facts, by affidavit or otherwise, may also be required, as may be a bond or other proper indemnification for the Corporation and its agents.

(4.5) Record Owner to be Treated as Owner. Unless otherwise directed by a court of competent jurisdiction, the Corporation shall treat the holder of record of any share as the holder in fact and accordingly shall not recognize any equitable or other claim to or interest in the shares on the part of any other persons, whether or not it shall have express or other notice of it.

ARTICLE 5 – SHAREHOLDER MEETINGS

(5.1) Annual Meetings. The Corporation shall hold an annual meeting of shareholders no later than one year after the end of its fiscal year.

(5.2) Notice of Meetings. Written notice of each meeting of shareholders, stating the place, date and hour thereof, and, in the case of a special meeting, specifying the purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat not less than ten (10) days nor more than sixty (60) days prior to the meeting, except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than twenty (20) days nor more than sixty (60) days prior to such meeting. If a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof was announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

(5.3) Special Meetings. A special meeting of the shareholders may be called by any two or more directors, the Chairman or Chief Executive Officer, or the holders of no less than 10% of all the outstanding shares of the Corporation’s capital stock entitled to vote at the meeting.

(5.4) Adjourned Meetings. Whether or not a quorum is present, a majority in voting power of the shareholders present in person or by proxy and entitled to vote may adjourn any meeting to a time and place as they shall decide. Notice of any adjourned meeting need not be given. At any adjourned meeting, whether adjourned once or more, any business may be transacted that might have been transacted at the meeting of which it is an adjournment. Additional business may also be transacted if proper notice shall have been given.

(5.5) Organization. The Chairman of the Board shall be the chairman of the meeting. The Secretary shall be secretary of the meeting. If the Chairman is not present, the Chief Executive Officer shall preside at the meeting. If none of such persons are present, then the shareholders shall choose a chairman of the meeting. If neither the Secretary nor any assistant secretary is present, the chairman of the meeting shall appoint a secretary of the meeting.

(5.6) Quorum.

(a) Except as otherwise provided herein, or by statute, or in the Certificate, at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record thirty-five percent (35%) of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

(5.7) Voting.

(a) Except as otherwise provided by the Certificate or in these By-Laws, all elections of directors at any meeting of shareholders shall be determined by a majority of the votes cast in such election, and any other corporate action to be taken by vote of the shareholders at a meeting of shareholders shall be authorized by a majority of the votes cast for each proposal by the holders of record of the shares present and entitled to vote thereon.

(b) Except as otherwise provided by the Certificate, at each meeting of shareholders, each holder of record of capital stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of capital stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Subject to Section 5.11, any resolution in writing, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorized or take such action at a meeting at which all shares entitled to vote thereon were present and voted, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed at a duly called meeting of shareholders and such resolution so signed shall be included in the minutes of the Corporation.

(e) There shall be one or more inspectors at any shareholders meeting, appointed by the Board to act at any such meeting or any adjournment and make a written report thereof. The Board may appoint an alternate inspector or inspectors to replace any inspector who fails to perform his job in a satisfactory way. If no alternate inspector has been appointed and the person or persons appointed as inspector is unable to act at a shareholders meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.

(f) The date and time of the opening and closing of the polls for each matter upon which the shareholders will vote at a shareholders meeting shall be announced by the person presiding at the meeting at the beginning of the meeting and, if no such opening and closing date and time is announced, the polls shall close at the end of the meeting, including any adjournment thereof. No ballots, proxies or consents, not any revocation thereof or changes thereto shall be accepted by the inspectors after the closing of the polls unless the New York Supreme Court at a special term held within the judicial district where the Corporation’s office is located upon application by a shareholder of the Corporation, shall determine otherwise.

(5.8) Advance Notice of Business to be Brought Before a Meeting.

(a) At an annual or special meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, nomination of persons for election to the Board must be made in accordance with the procedures set forth in Section 5.9. To be properly brought before a meeting, business other than nominations of persons for election to the Board must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before an annual meeting by a shareholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) (A) both at the time the notice provided for in this Section 5.8 is delivered to the Secretary of the Corporation and at the time of the meeting, (B) who is entitled to vote at the meeting, and (C) who otherwise complies with this Section 5.8. Shareholders shall not be permitted to propose business to be brought before a special meeting of the shareholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the persons calling the meeting pursuant to Section 5.3. For any proposed business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) above of this paragraph, the proposed business must constitute a proper matter for shareholder action under the Business Corporation Law of New York and the shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and must provide any updates or supplements to such notice at the times and in the forms required by this Section 5.8. To be timely, a shareholder’s notice of a proposal to be presented at an annual meeting must be received at the Corporation’s principal executive office addressed to the attention of the Secretary of the Corporation not less than ninety (90) calendar days nor more than one hundred twenty (120) calendar days in advance of the date of the one- year anniversary of the Corporation’s previous year’s annual meeting of shareholders. However, if no annual meeting was held in the previous year or the date of the annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after such anniversary date, such notice by the shareholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the ninetieth (90th) calendar day prior to such annual meeting or, if later, the tenth (10th) calendar day following the day on which public disclosure (as defined below) of the date of the meeting was first made. In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. A shareholder’s notice to the Secretary of the Corporation shall set forth (i) as to each matter the shareholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and the language of any proposed amendment to the By-Laws of the Corporation), and the reasons for conducting such business at the annual meeting, and (ii) as to such shareholder, the Shareholder Information (as defined below).

(b) “Shareholder Information” with respect to a shareholder means, collectively, (i) the name and address, as they appear on the Corporation’s books, of such shareholder and the name and address of the beneficial owner, if any, on whose behalf a proposal of business or action, or nomination for election of directors, as applicable, is made, (ii) the class, series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a representation that such shareholder will notify the Corporation in writing of the class and number of such shares owned beneficially and of record by such shareholder and such beneficial owner as of the record date for the meeting (or action, as applicable) promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (iv) any option, warrant, convertible security, stock appreciation right, derivative, swap or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value or volatility of any class or series or shares of the Corporation, whether or not such instrument or right shall convey any voting rights in such shares or shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such shareholder or beneficial owner and any other direct or indirect opportunity of such shareholder or beneficial owner to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation and a representation that such shareholder will notify the Corporation in writing of any such Derivative Instrument or other direct or indirect opportunity to profit or share in any profit in effect as of the record date for the meeting (or action, as applicable) promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (v) any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder or beneficial owner has a right to vote any shares of any security of the Corporation, (vi) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder or beneficial owner that are separated or separable from the underlying shares of the Corporation, (vii) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments or other direct or indirect opportunity to profit or share in any profit held, directly or indirectly, by a general or limited partnership in which such shareholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (viii) any performance related fees (other than an asset based fee) that such shareholder or beneficial owner is entitled to based on any increase or decrease in the price or value of shares of any class or series of the Corporation, or any Derivative Instruments or other direct or indirect opportunity to profit or share in any profit, if any, (ix) a description of any agreement, arrangement or understanding with respect to the proposal of business or action or nomination, as applicable, between or among such shareholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, and a representation that such shareholder will notify the Corporation in writing of any such agreements, arrangements or understandings in effect as of the record date for the meeting (or action, as applicable) promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (x) a description of any material interest of such shareholder and such beneficial owner, if any, on whose behalf the proposal is made in such business or action, as applicable, and of any material benefit that such shareholder and such beneficial owner, if any, on whose behalf the proposal is made expects or intends to derive from such business or action, as applicable, (xi) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, or nomination, as applicable, or a representation that such shareholder is a holder of record of stock of the Corporation entitled to consent to corporate action in writing without a meeting, as applicable, (xii) a representation whether such shareholder or such beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy (or consent, as applicable) to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal, or elect the nominee, as applicable, and/or (2) otherwise to solicit proxies (or consents, as applicable) from shareholders in support of such proposal, or nomination, as applicable, and (xiii) any other information that is required to be provided by such shareholder pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (or any successor provision of the Exchange Act or the rules or regulations promulgated thereunder), in such shareholder’s capacity as a proponent of a shareholder proposal or nomination, as applicable.

(c) A shareholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 5.8 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (or, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(d) Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 5.8, and no nominations shall be considered at an annual or special meeting of shareholders except in accordance with the procedures set forth in Section 5.9 below; provided, however, that the foregoing notice requirements of this Section 5.8 shall be deemed satisfied by a shareholder with respect to business other than a nomination if the shareholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(e) Except as otherwise provided by law, the Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 5.8, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the provisions of this Section 5.8, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual meeting of shareholders of the Corporation to present proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such proposed business may have been received by the Corporation. For purposes of this Section 5.8, to be considered a qualified representative of the shareholder, a person must be a duly authorized officer, manager, partner or trustee of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

(f) Notwithstanding the provisions of this Section 5.8 or Section 5.9, a shareholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Section 5.8 and Section 5.9; provided, however, that any references in these By-Laws to the Exchange Act are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 5.8 or Section 5.9, and compliance with this Section 5.8 and Section 5.9 shall be the exclusive means for a shareholder to make nominations or submit other business (other than, as provided in Section 5.8(d) above, matters brought properly under and in compliance with Rule 14a-8 under the Exchange Act). Nothing in this Section 5.8 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act.

(g) For purposes of these By-Laws, (i) “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and (ii) the terms “affiliate” and “associate” shall have the respective meanings given to such terms in Rule 12b-2 under the Exchange Act.

(5.9) Advance Notice of Nomination for Election of Directors at a Meeting.

(a) Subject to the rights of holders of any Preferred Stock then outstanding, and in addition to the rights of shareholders provided below in Section 5.11, nominations for the election of directors may be made by the Board or a committee authorized to do so by the Board, or by any shareholder of the Corporation who was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) (i) both at the time the notice provided for in this Section 5.9 is delivered to the Secretary of the Corporation and at the time of the meeting, (ii) who is entitled to vote for the election of directors at the applicable meeting and (iii) who otherwise complies with this Section 5.9. However, any shareholder entitled to vote in the election of directors may nominate one or more persons for election as directors at a meeting only if timely notice of such shareholder’s intent to make such nomination or nominations has been given in proper written form to the Secretary of the Corporation and any updates or supplements to such notice have been provided at the times and in the forms required by this Section 5.9. To be timely, a shareholder notice of a nomination for a director to be elected at an annual meeting must be received at the Corporation’s principal executive office addressed to the attention of the Secretary of the Corporation not less than ninety (90) calendar days nor more than one hundred twenty (120) calendar days in advance of the date of the one-year anniversary of the Corporation’s previous year’s annual meeting of shareholders. However, if no annual meeting was held in the previous year or the date of the annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after such anniversary date, such notice by the shareholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the ninetieth (90th) calendar day prior to such annual meeting or, if later, the tenth (10th) calendar day following the day on which public disclosure of the date of the meeting was first made. In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

(b) Such shareholder’s notice to the Secretary of the Corporation shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class, series and number of shares of capital stock of the Corporation that are owned beneficially and of record by the person, (D) a statement as to the person’s citizenship, (E) the completed and signed representation and agreement described in Section 5.9(d), (F) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and the person, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the person were a director or executive officer of such registrant, (G) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Exchange Act, and (H) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (ii) as to such shareholder, the Shareholder Information (other than clause (x) thereof). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as director of the Corporation, including information that could be material to a reasonable shareholder’s understanding of the independence or lack of independence of such proposed nominee.

(c) A shareholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 5.9 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (or, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(d) To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 5.9) to the Secretary of the Corporation at the principal executive office of the Corporation a written questionnaire with respect to the background, qualification and independence of such person (which questionnaire shall be provided by the Secretary of the Corporation upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (b) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with, applicable law and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(e) Nominations of persons for election to the Board may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board or any committee thereof or (ii) provided that the Board has determined that directors shall be elected at such special meeting, by any shareholder of the Corporation who was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) (A) both at the time the notice provided for in this Section 5.9 is delivered to the Secretary of the Corporation and at the time of the meeting, (B) who is entitled to vote at the meeting and upon such election, and (C) who otherwise complies with this Section 5.9. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board, any such shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the shareholder’s notice required by this Section 5.9 shall be received at the Corporation’s principal executive office addressed to the attention of the Secretary of the Corporation not earlier than the close of business on the one hundred twentieth (120th) calendar day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) calendar day prior to such special meeting or the tenth (10th) calendar day following the day on which public disclosure is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

(f) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. In connection with any annual meeting of the shareholders (or, if and as applicable, any special meeting of the shareholders), the Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 5.9, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 5.9, to be considered a qualified representative of the shareholder, a person must be a duly authorized officer, manager, partner or trustee of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

(g) In addition to the requirements of this Section 5.9, with respect to any nomination proposed to be made at a meeting, each shareholder nominating one or more persons for election to the Board shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(5.10) Shareholder List. The Secretary of the Corporation shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of shareholders, a complete list of the shareholders, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any shareholder who is present. The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list required by this subsection or the books of the Corporation, or to vote in person or by proxy at any meeting of shareholders.

(5.11) Shareholder Action by Written Consent.

(a) Request for Record Date. The record date for determining shareholders entitled to express consent to corporate action in writing without a meeting shall be as fixed by the Board or as otherwise established under this Section 5.11. Any person seeking to have the shareholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the Secretary of the Corporation and delivered to the Corporation and signed by a shareholder of record, request that a record date be fixed for such purpose. Such person shall be a shareholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such action is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) (i) both at the time the notice is delivered to the Secretary of the Corporation and as of the record date, (ii) who is entitled to consent to corporate action in writing without a meeting and (iii) who otherwise complies with this Section 5.11. The proposed action must constitute a proper matter for shareholder action under the Business Corporation Law of New York. The written notice must contain the information set forth in paragraph (b) of this Section 5.11, and updates or supplements to such notice must be provided at the times and in the forms required by paragraph (b) of this Section 5.11. Following receipt of the notice, the Board shall have ten (10) calendar days to determine the validity of the request, and if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than twenty (20) calendar days after the date upon which the resolution fixing the record date is adopted by the Board and shall not precede the date such resolution is adopted. If the Board fails within ten (10) calendar days after the Corporation receives such notice to fix a record date for such purpose, the record date shall be the day on which the first written consent is delivered to the Corporation in the manner described in paragraph (d) of this Section 5.11; except that, if prior action by the Board is required under the provisions of New York law, the record date shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

(b) Notice Requirements. Any shareholder’s notice required by paragraph (a) of this Section 5.11 must describe the action that the shareholder proposes to take by consent. For each such proposal other than nominations for the election of directors, every notice by a shareholder must set forth (i) as to each action that the shareholder proposes to take by consent, a brief description of the action that the shareholder proposes to take by consent, (ii) the text of the proposal (including the text of any resolutions to be effected by consent and the language of any proposed amendment to the By-Laws of the Corporation), (iii) the reasons for soliciting consents for the proposal, and (iv) as to such shareholder, the Shareholder Information.

A shareholder seeking to have the shareholders authorize or take corporate action by written consent without a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 5.11 shall be true and correct as of the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting and as of the date that is five (5) business days prior to the date the consent solicitation is commenced, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after such record date (in the case of the update and supplement required to be made as of the record date), and not later than three (3) business days prior to the date the consent solicitation is commenced (in the case of the update and supplement required to be made as of five (5) business days prior to the date the consent solicitation is commenced).

Notwithstanding anything in these By-Laws to the contrary, no action may be taken by the shareholders by written consent without a meeting except in accordance with this Section 5.11. If the Board shall determine that any request to fix a record date or to take shareholder action by written consent without a meeting was not properly made in accordance with the provisions of this Section 5.11, or the shareholder or shareholders seeking to take such action do not otherwise comply with the provisions of this Section 5.11, including paragraph (b) of this Section 5.11, then the Board shall not be required to fix a record date and any such purported action by written consent shall be null and void to the fullest extent permitted by applicable law. In addition to the requirements of this Section 5.11 with respect to shareholders seeking to take an action by written consent without a meeting, each person seeking to have the shareholders authorize or take corporate action by written consent without a meeting shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to such action.

(c) Date of Consent. Every written consent purporting to take or authorize the taking of corporate action (each such written consent is referred to in this paragraph and in paragraph (d) as a “Consent”) must bear the date of signature of each shareholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within sixty (60) calendar days of the earliest dated Consent delivered in the manner required by this Section 5.11, Consents signed by a sufficient number of shareholders to take such action are so delivered to the Corporation.

(d) Delivery of Consent. Consent must be delivered to the Corporation by delivery to its principal executive office. Delivery must be made by hand or by certified or registered mail, return receipt requested.

In the event of the delivery to the Corporation of Consents, the Secretary of the Corporation, or such other officer of the Corporation as the Board may designate, shall provide for the safekeeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by shareholder consent as the Secretary of the Corporation, or such other officer of the Corporation as the Board may designate, as the case may be, deems necessary or appropriate, including, without limitation, whether the holders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent; provided, however, that the Secretary of the Corporation, or such other officer of the Corporation as the Board may designate, as the case may be, may alternatively designate one or more persons, who shall not be members of the Board, to serve as inspectors (“Inspectors”) with respect to such Consent and such Inspectors shall discharge the functions of the Secretary of the Corporation, or such other officer of the Corporation as the Board may designate, as the case may be, under this Section 5.11. If after such investigation the Secretary of the Corporation, such other officer of the Corporation as the Board may designate, or the Inspectors, as the case may be, shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall forthwith be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of shareholders, and the Consents shall be filed in such records.

In conducting the investigation required by this Section 5.11, the Secretary of the Corporation, such other officer of the Corporation as the Board may designate, or the Inspectors, as the case may be, may, at the expense of the Corporation, retain special legal counsel and any other necessary or appropriate professional advisors, and such other personnel as such person or persons may deem necessary or appropriate and shall be fully protected in relying in good faith upon the advice of such counsel or advisors.

(e) Effectiveness of Consent. No action by written consent without a meeting shall be effective until such date as the Secretary of the Corporation, such other officer of the Corporation as the Board may designate, or the Inspectors, as applicable, certify to the Corporation that the consents delivered to the Corporation in accordance with paragraph (d) of this Section 5.11 represent at least the minimum number of votes that would be necessary to take the corporate action.

(f) Challenge to Validity of Consent. Nothing contained in this Section 5.11 shall in any way be construed to suggest or imply that the Board or any shareholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the Secretary of the Corporation, such other officer of the Corporation as the Board may designate, or the Inspectors, as the case may be, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

ARTICLE 6 - OFFICERS

(6.1) Descriptions; Election; Term of Office.

(a) The officers of the Corporation may consist of a Chief Executive Officer, a President, a Chief Operating Officer, and a Chief Financial Officer (the aforementioned collectively hereinafter referred to as the “Executive Officers”), a Secretary, a Treasurer, and such other officers, including, but not limited to, a Chairman of the Board, and one or more Vice Presidents, as the Board may from time to time deem advisable. Any officer of the Corporation may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.

(b) Executive Officers of the Corporation shall be elected and appointed by the Board at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each Executive Officer shall hold office until the annual meeting of the Board next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

(6.2) Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board or Chief Executive Officer of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or Chief Executive Officer, and the acceptance of such resignation shall not be necessary to make it effective.

(6.3) Removal. Any officer may be removed by the Board, with or without cause, and a successor elected by the Board at any time, by resolution passed by a majority of the members of the entire Board, unless such officer has an agreement with the Corporation which states specific requirements for removal of such officer.

(6.4) Vacancies. A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board, by resolution passed by a majority of the members of the entire Board.

(6.5) Continuation in Office. Unless otherwise provided by the Board, each Executive Officer, and other officers of the Corporation who serve at the pleasure of the Board, shall serve until death, incapacity, resignation or removal by the Board. Any resignation or removal shall be without prejudice to any contractual rights of the Corporation or the officer.

(6.6) Duties in General. Subject to these By-Laws, the authority and duties of all officers shall be determined by, or in the manner prescribed by, the Board. Except as may be specifically restricted by the Board, any officer may delegate any of his authority and duties to any subordinate officer.

(6.7) Duties of Chief Executive Officer. The Chief Executive Officer (CEO), or in the absence of a Chief Executive Officer, the Chief Operating Officer (COO), shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the day-to-day business and affairs of the Corporation. The CEO may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board, the CEO, or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of CEO and such other duties as may be prescribed by the Board from time to time.

(6.8) Duties of President; Vice Presidents. The President, or in the absence or incapacity of the President, a Vice President or Vice Presidents designated by the CEO or the President, shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President shall oversee all the day-to-day operations of the Corporation’s business and its subsidiaries and shall report to the CEO. The Corporation’s Vice President & General Counsel, charged with the oversight of the Corporation’s legal matters, shall report to the CEO. Each of the Corporation’s other Vice Presidents, and the heads of each of the Corporation’s other subsidiaries, shall perform the duties assigned to them by the CEO, COO or President, as applicable, and shall report to the Executive Officer designated by the CEO.

(6.9) Duties of Secretary. The Secretary shall record the minutes of the shareholders and Board meetings, see that all notices are duly given in accordance with the provisions of these By-Laws or as otherwise required, be custodian of the corporate records and of the seal of the Corporation (if any), keep a register of the post office addresses of each shareholder, have general charge of the share transfer books of the Corporation, and in general perform all duties incident to the office of Secretary and other duties as may be assigned by the CEO or the Board.

(6.10) Duties of Chief Financial Officer and Treasurer. The Corporation’s Chief Financial Officer (CFO), who shall also serve as the Corporation’s Treasurer, shall be charged with the oversight of the Corporation’s fiscal operations and financial reporting. The CFO shall have charge and custody of and be responsible for all funds and securities of the Corporation and its subsidiaries, shall receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in the banks, trust companies or other depositories as shall be selected in accordance with these By-Laws, and in general perform all the duties incident to the office of CFO and Treasurer and such other duties as may be assigned by the CEO. The CFO shall report directly to the CEO and the Board.

(6.11) Shares of Other Corporations. Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholder meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the appropriate Executive Officer, or his authorized designee.

ARTICLE 7 - DIVIDENDS

(7.1) Dividends. Subject to applicable law and the Certificate, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board may determine, provided, however, that the Corporation is not insolvent when such dividend is paid or rendered insolvent by the payment of such dividend.

ARTICLE 8 - FISCAL YEAR

(8.1) Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board from time to time, subject to applicable law.

ARTICLE 9 - CORPORATE SEAL

(9.1) Form. The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board.

(9.2) Use. The seal, if any, may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon an adhesive substance annexed. The seal on certificates for shares or other documents may be a facsimile, engraved or imprinted.

ARTICLE 10 – INDEMNIFICATION OF DIRECTORS AND OFFICERS

(10.1) Indemnification of Directors and Officers. Except to the extent expressly prohibited by the Business Corporation Law of New York, the Corporation shall indemnify each person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation, or serves or served at the request of the Corporation, any other Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgment, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless the Corporation has given its prior consent to such settlement or other disposition.

The Corporation may advance or promptly reimburse upon request any person entitled to indemnification hereunder for all expenses, including attorneys’ fees, reasonably incurred in defending any action or proceeding in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled, provided, however, that such person shall cooperate in good faith with any request by the Corporation that common counsel be utilized by the parties to an action or proceeding who are similarly situated unless to do so would be inappropriate due to actual or potential differing interests between or among such parties.

Nothing herein shall limit or affect any right of any person otherwise than hereunder to indemnification or expenses, including attorneys’ fees, under any statute, rule, regulation, certificate of incorporation, by-law, insurance policy, contract or otherwise.

Anything in these By-Laws to the contrary notwithstanding, no elimination of these By-Laws, and no amendment of these By-Laws adversely affecting the right of any person to indemnification or advancement of expenses hereunder shall be effective until the 60^th day following notice to such person or such action, and no elimination of or amendment to these By-Laws shall deprive any person of his or her rights hereunder arising out of alleged or actual occurrences, acts or failures to act prior to such 60^th day.

The Corporation shall not, except by elimination or amendment of this by law in a manner consistent with the preceding paragraph, take any corporate action or enter into any agreement which prohibits, or otherwise limits the rights of any person to, indemnification in accordance with the provisions of these By-Laws. The indemnification of any person provided by these By-Laws shall continue after such person has ceased to be a director, officer or employee of the Corporation and shall inure to the benefit of such person’s heirs, executors, administrators and legal representatives.

The Corporation is authorized to enter into agreements with any of its directors, officers or employees extending rights to indemnification and advancement of expenses to such person to the fullest extent permitted by applicable law, but the failure to enter into any such agreement shall not affect or limit the rights of such person pursuant to these By-Laws, it being expressly recognized hereby that all directors, officers and employees of the Corporation, by serving as such after the adoption hereof, are acting in reliance hereon and that the Corporation is stopped to contend otherwise.

In case any provision in these By-Laws shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Corporation to afford indemnification and advancement of expenses to its directors, officers and employees, acting in such capacities or in the other capacities mentioned herein, to the fullest extent permitted by law.

For purposes of these By-Laws, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan, and excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered indemnifiable expenses. For purposes of these By-Laws, the term “Corporation” shall include any legal successor to the Corporation, including any corporation which acquires all or substantially all of the assets of the Corporation in one or more transactions.

(10.2) Insurance For Indemnification of Directors and Officers. The Corporation shall have the power to purchase and maintain insurance for its directors and officers subject to the provisions of Section 726 of the Business Corporation Law of New York.

ARTICLE 11 - AMENDMENTS

(11.1) By Directors. The Board shall have power to make, adopt, alter, amend and repeal, from time to time, the By-Laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in Article 10 above-provided may alter, amend or repeal the By-Laws made by the Board, except that the Board shall have no power to change the quorum for meetings of shareholders or of the Board, or to change any provisions of the By-Laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any By-Laws regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of shareholders for the election of Directors, the By-Laws so adopted, amended or repealed, together with a concise statement of the changes made.

ARTICLE 12 –WAIVER OF NOTICE

(12.1) Shareholders. Whenever any notice is required to be given by law, the Certificate or these By-Laws to the shareholders of the Corporation of a meeting of shareholders, a written waiver of notice submitted to the Corporation before or after the meeting or the attendance at the meeting by any shareholder, shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the lack of notice thereof, prior to the conclusion of the meeting.

(12.2) Directors. Whenever any notice is required to be given by law, the Certificate or these By-Laws to the directors of the Corporation of a special meeting of the Board, a written waiver of notice submitted to the Corporation before or after the meeting or the attendance at the meeting by any director, shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting the lack of notice thereof, prior to the commencement of the meeting.

ADOPTED BY THE BOARD OF DIRECTORS OF THE CORPORATION AND EFFECTIVE AS OF APRIL 26, 2019.

Exhibit 3.3

AMENDMENT NO. 1

FIFTH AMENDED AND RESTATED BY-LAWS

DSS, INC.

(F.K.A. DOCUMENT SECURITY SYSTEMS, INC.)

(A New York Corporation)

The Fourth Amended and Restated By-Laws (the “By-laws”) of DSS, Inc. (f.k.a. Document Security Systems, Inc.) (the “Corporation”) are hereby amended as follows:

Article 5, Section 5.6 of the By-Laws is deleted in its entirety and replaced with the following:

(5.6) Quorum.

Except as herein amended, the provisions of the By-Laws shall remain in full force and effect.

Dated this 2^nd day of June 2022.

		DSS, INC.

		/S/ Frank D. Heuszel
		Frank D. Heuszel
		Chief Executive Officer

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of July 1, 2023 (the “Effective Date”) by and between Decentralized Sharing Systems, Inc., a Nevada Corporation, (the “Seller”), and Sharing Services Global Corporation, a Nevada Corporation (the “Buyer”).

RECITALS

WHEREAS, Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated under the Securities Act;

WHEREAS, Seller owns all of the issued and outstanding shares of common stock, (the “Shares”) of HWHH Holdings, Inc., a Texas corporation (“HWHH”);

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

WHEREAS, Seller wishes to sell 1,000 shares of common stock, par value $0.01 per share, representing all of the issued and outstanding shares of common stock of HWHH (the “HWHH Shares”) to Buyer in consideration of i) $10.00 paid immediately in cash (the “Cash Proceeds”) and ii) up to a maximum of $1,210,224.31 (MYR 5,646,906.63 – Malaysian Ringgit) paid from Gross Proceeds (as defined hereinafter) generated from the sale of HWHH’s inventory (the “Inventory Proceeds”), as described and priced in detail in exhibit A (“EXHIBIT A”), payable on a quarterly basis from the Effective Date; as well as upon the terms and conditions set forth in this Agreement.

WHEREAS, Buyer wishes to purchase the HWHH Shares from Seller in consideration for the Cash Proceeds and Inventory Proceeds (together, the “Purchase Price”), upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

1. SALE AND PURCHASE OF SHARES.

1.1 On the terms and subject to the conditions set forth in this Agreement, on the Effective Date (the “Closing”) Seller will sell, convey, transfer and assign to Buyer, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, and Buyer will purchase by payment of the Cash Proceeds and accept from Seller, the HWHH Shares. In consideration therefor, Buyer will accept from Seller, the HWHH Shares, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description. Buyer accepts the entirety of the Company, as is, with all liabilities and assets unless otherwise stated in section 1.7.

1.2 Notwithstanding anything to the contrary contained herein this Agreement, Buyer shall not be obligated to pay any Inventory Proceeds generated more than three (3) years after the Effective Date.

1.3 Intentionally omitted.

1.4 For the purposes of calculating the Inventory Proceeds, “Gross Proceeds” shall mean any amounts that Buyer receives from the sale of HWHH’s inventory, net of the related cost of goods as detailed in Exhibit A.

1.5 Intentionally omitted.

1.6 Buyer shall provide Seller with access and the right to any books and records relating to HWHH, for a period of three (3) years from the Effective Date, to allow for full transparency and accountability in verifying calculations related to the Inventory Proceeds.

2. REPRESENTATIONS AND WARRANTIES.

2.1 REPRESENTATIONS AND WARRANTIES BY SELLER. Seller represents and warrants to Buyer as follows as of the date hereof:

(a) Requisite Power and Authority. Seller has all necessary power and authority to execute and deliver this Agreement and the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby (the “Transaction Documents”) and to carry out their provisions. All action on Seller’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken. Upon its execution and delivery, this Agreement and the other Transaction Documents will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) No Violations. The execution and delivery of the Transaction Documents, and the consummation by Seller of the transactions contemplated thereby, does not result in a violation of any law, rule, regulation, order, judgment or decree (foreign or domestic and including federal and state securities laws and regulations) applicable to the Company or by which any material property or asset of Seller is bound or affected other than any of the foregoing which would not have a Material Adverse Effect.

(c) Good Title. The HWHH Shares are owned free and clear of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other than restrictions imposed by applicable securities laws), preemptive right, option or other right to purchase, and upon the consummation of the sale of such HWHH Shares as contemplated hereby, Buyer will have good title to such HWHH Shares, free and clear of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other than restrictions imposed by applicable securities laws), preemptive right, option or other right to purchase.

2.2 REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to Seller, as of the date hereof, as follows:

(a) Investment Representations.

	(i)	Buyer understands that the HWHH Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. Buyer also understands that the HWHH Shares are being offered pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) and/or Regulation D of the Securities Act. Seller acknowledges that Buyer will rely on Seller’s representations, warranties and certifications set forth below for purposes of determining Seller’s suitability as an investor in the HWHH Shares and for purposes of confirming the availability of the Section 4(2) and/or Regulation D exemption from the registration requirements of the Securities Act.

	(ii)	Buyer has received all the information it considers necessary or appropriate for deciding whether to acquire the HWHH Shares. Buyer understands the risks involved in an investment in the HWHH Shares. Buyer further represents that it, through its authorized representatives, has had an opportunity to ask questions and receive answers from Seller regarding the terms and conditions of the offering of the HWHH Shares and the business, properties, prospects, and financial condition of HWHH and to obtain such additional information (to the extent Buyer possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Seller or to which Seller had access. Seller further represents that it is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act.

	(iii)	Buyer is acquiring the HWHH Shares for its own account for business and strategic development only and not with a view towards their resale or “distribution” (within the meaning of the Securities Act) of any part of the HWHH Shares.

(iv)

Buyer understands that the HWHH Shares may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption therefrom, and in each case in compliance with the conditions set forth in this Agreement. Buyer acknowledges and is aware that the HWHH Shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until Seller has held the HWHH Shares for the applicable holding period under Rule 144.

(v)

Buyer acknowledges and agrees that each certificate representing the HWHH Shares, or book entry made in lieu of certificates, shall bear a legend substantially in the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

(b) No Reliance. Buyer has not relied on and is not relying on any representations, warranties or other assurances regarding Seller other than the representations and warranties expressly set forth in this Agreement.

(c) Organization and Good Standing. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be.

(d) Requisite Power and Authority. Buyer has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents and to carry out their provisions. All action on Buyer’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken. Upon its execution and delivery, this Agreement and the other Transaction Documents will be valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(e) No Reliance. Buyer has not relied on and is not relying on any representations, warranties or other assurances regarding HWHH other than the representations and warranties expressly set forth in this Agreement.

2.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties shall survive the Closing for a period of 12 months and shall be fully enforceable at law or in equity against the parties and each party’s successors and assigns.

3. CLOSING.

3.1 Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the HWHH Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (iv) Buyer shall have reviewed this Agreement and the transactions contemplated herein (the “Transaction”).

3.2 Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement, (including, without limitation, the obligation to pay the Seller the Cash Proceeds and Inventory Proceeds, shall be subject to satisfaction of the following conditions, unless waived by Buyer: (i) Seller shall have performed in all respects all agreements, and satisfied in all respects all conditions on his part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of Seller herein shall have been true and correct in all material respects when made, shall have continued to have been true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Seller shall have executed and delivered to Buyer all documents necessary to transfer the HWHH Shares to Buyer, as contemplated by this Agreement; and (iv) Seller shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement.

3.3 Closing Documents. At the Closing

(a) Seller shall deliver to Buyer, in form and substance reasonably satisfactory to Buyer a duly executed copy of this Agreement, together with any other Transaction Documents (ii) certificates evidencing the HWHH Shares, together with stock powers duly for such certificates to allow such certificates to be registered in the name of Buyer, or evidence of such book-entry transfer of the HWHH Shares to Buyer.

(b) Buyer shall deliver to Seller, in form and substance reasonably satisfactory to Seller (i) a duly executed copy of this Agreement, together with any other Transaction Documents (ii) copies of resolutions adopted by the board of directors of Buyer and certified by the Secretary of Buyer authorizing the execution and delivery of, and performance of Buyer’s obligations under, this Agreement.

4. MISCELLANEOUS.

4.1 ADDRESSES AND NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via e-mail transmission prior to 5:00 P.M., New York City time, on a trading day, (b) the next trading day after the date of transmission, if such notice or communication is delivered via e-mail transmission on a day that is not a trading day or later than 5:00 P.M., New York City time, on any trading day, (c) the trading day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be given. The address and e-mail address for such notices and communications shall be as follows:

	If to Buyer to:	Sharing Services Global Corporation Address: 5200 Tennyson Parkway Plano TX 75024

	If to Seller to:	Decentralized Sharing Systems, Inc. Address: 275 Wiregrass Pkwy Henrietta, New York 14586

	With copies to:	Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 31^st Floor New York, New York 10036 Attention: Darrin M. Ocasio Facsimile No.: (212) 930-9725 Sichenzia Email: DMOcasio@SRF.LAW

Any such person may by notice given in accordance with this Section 4.1 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

4.2 TITLES AND CAPTIONS. TITLES AND CAPTIONS. All Article and Section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions hereof.

4.3 ASSIGNABILITY. This Agreement is not transferable or assignable by the undersigned.

4.4 PRONOUNS AND PLURALS. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms. The singular form of nouns, pronouns and verbs shall include the plural and vice versa.

4.5 FURTHER ACTION. The parties shall execute and deliver all documents, provide all information and take or forbear from taking all such action as may be necessary or appropriate to achieve the purposes of this Agreement. Each party shall bear its own expenses in connection therewith.

4.6 APPLICABLE LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to its conflict of law rules.

4.7 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors, legal representatives, personal representatives, permitted transferees and permitted assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators and successors.

4.8 INTEGRATION. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements and understandings, whether written or oral, pertaining thereto, including without limitation, the Prior Agreement. No covenant, representation or condition not expressed in this Agreement shall affect or be deemed to interpret, change or restrict the express provisions hereof.

4.9 AMENDMENT. Neither this Agreement nor any term or provision hereof may be amended, modified, waived or supplemented orally, but only by a written consent executed by the parties hereto.

4.10 CREDITORS. None of the provisions of this Agreement shall be for the benefit of or enforceable by creditors of any party.

4.11 WAIVER. No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy available upon a breach thereof shall constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition.

4.12 RIGHTS AND REMEDIES. The rights and remedies of each of the parties hereunder shall be mutually exclusive, and the implementation of one or more of the provisions of this Agreement shall not preclude the implementation of any other provision.

4.13 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

SIGNATURES ON THE FOLLOWING PAGES

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective representatives hereunto authorized as of the day and year first above written.

	By Seller:

	DECENTRALIZED SHARING SYSTEMS, INC.

	By:
	Name:
	Title:

	By Buyer:

	SHARING SERVICES GLOBAL CORPORATION

	By:
	Name:
	Title:

EXHIBIT A

EXHIBIT B

Z:2024 OPERATIONSEDGAR08 AUGUSTDSS, Inc08-02-2024Form 10-Q_June 30, 2024DraftProduction

Exhibit 10.2

Z:2024 OPERATIONSEDGAR08 AUGUSTDSS, Inc08-02-2024Form 10-Q_June 30, 2024DraftProduction

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jason Grady, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DSS, Inc. for the quarter ended September 30, 2024.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s audit committee of the board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2024

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

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

I, Todd D. Macko, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DSS, Inc. for the quarter ended September 30, 2024;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2024

/s/ Todd D. Macko

Todd D. Macko

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DSS, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank D. Heuszel Chief Executive Officer of the Company hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: November 13, 2024

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

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DSS, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd D. Macko Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: November 13, 2024

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

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Nov. 11, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-32146
Entity Registrant Name	DSS, INC.
Entity Central Index Key	0000771999
Entity Tax Identification Number	16-1229730
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	275 Wiregrass Pkwy
Entity Address, City or Town	West Henrietta
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14586
City Area Code	(585)
Local Phone Number	325-3610
Title of 12(b) Security	Common Stock, $0.02 par value per share
Trading Symbol	DSS
Security Exchange Name	NYSE
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,066,772
Entity Listing, Par Value Per Share	$ 0.02

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 11,631,000	$ 6,615,000
Accounts receivable, net	2,653,000	3,994,000
Inventory	3,307,000	2,819,000
Assets held for sale	46,071,000	51,595,000
Current portion of notes receivable	3,365,000	8,772,000
Prepaid expenses and other current assets	1,779,000	839,000
Total current assets	68,806,000	74,634,000
Property, plant and equipment, net	5,860,000	6,417,000
Investment in real estate, net	6,199,000	6,279,000
Other investments	1,282,000	1,282,000
Investment, equity method	131,000	128,000
Marketable securities	7,263,000	9,979,000
Notes receivable	254,000	111,000
Other assets	133,000	97,000
Right-of-use assets	6,654,000	7,210,000
Goodwill	26,862,000	26,862,000
Other intangible assets, net	19,213,000	20,193,000
Total assets	142,657,000	153,192,000
Current liabilities:
Accounts payable	3,399,000	3,654,000
Accrued expenses and deferred revenue	2,411,000	2,511,000
Other current liabilities	2,760,000	983,000
Current portion of lease liability	638,000	686,000
Current portion of long-term debt, net	49,873,000	47,776,000
Total current liabilities	59,081,000	55,610,000
Long-term debt, net	7,443,000	7,451,000
Long term lease liability	6,454,000	6,917,000
Total liabilities	72,979,000	69,978,000
Commitments and contingencies (Note 12)
Stockholders’ equity
Preferred stock, $.02 par value; 47,000 shares authorized, zero shares issued and outstanding (zero on December 31, 2023); Liquidation value $1,000 per share, zero aggregate. zero on December 31, 2023).
Common stock, $.02 par value; 200,000,000 shares authorized, 7,066,772 shares issued and outstanding (7,066,772 on December 31, 2023)	141,000	140,000
Additional paid-in capital	322,189,000	319,963,000
Accumulated deficit	(270,210,000)	(256,176,000)
Total DSS stockholders’ equity	52,120,000	63,927,000
Non-controlling interest in subsidiaries	17,559,000	19,287,000
Total stockholders’ equity	69,679,000	83,214,000
Total liabilities and stockholders’ equity	$ 142,657,000	$ 153,192,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.02	$ 0.02
Preferred stock, shares authorized	47,000	47,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, liquidation preference per share	$ 1,000	$ 1,000
Preferred stock, liquidation preference	$ 0	$ 0
Common stock, par value	$ 0.02	$ 0.02
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	7,066,772	7,066,772
Common stock, shares outstanding	7,066,772	7,066,772

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Total revenue	$ 5,599,000	$ 4,182,000	$ 13,681,000	$ 18,920,000
Costs and expenses:
Cost of revenue	6,603,000	6,072,000	17,266,000	18,179,000
Selling, general and administrative (including stock based compensation)	3,667,000	3,213,000	10,702,000	16,308,000
Total costs and expenses	10,270,000	9,285,000	27,968,000	34,487,000
Operating loss	(4,671,000)	(5,103,000)	(14,287,000)	(15,567,000)
Other income (expense):
Interest income	28,000	682,000	331,000	1,220,000
Dividend income				12,000
Other income (expense)	2,000	(44,000)	39,000	138,000
Interest expense	(53,000)	(51,000)	(242,000)	(438,000)
Foreign Currency Translation Adjustment	8,000		(5,000)
(Loss) gain on equity method investment	(4,000)	(6,000)	3,000	(28,000)
(Loss) gain on investments	(449,000)	301,000	(1,021,000)	(2,471,000)
Impairment of assets upon deconsolidation				(6,220,000)
Provision for loan losses	(562,000)	(1,179,000)	(908,000)	(4,936,000)
(Loss) gain on sale of asset		(1,281,000)	165,000	(1,281,000)
Loss from continuing operations before income taxes	(5,701,000)	(6,681,000)	(15,925,000)	(29,571,000)
Income tax benefit (expense)			163,000	(9,000)
Loss from continuing operations	(5,701,000)	(6,681,000)	(15,762,000)	(29,580,000)
Loss from discontinued operations, net of tax				(3,481,000)
Net loss	(5,701,000)	(6,681,000)	(15,762,000)	(33,061,000)
Loss attributed to noncontrolling interest	418,000	2,339,000	1,728,000	2,736,000
Net loss attributable to common stockholders	(5,283,000)	(4,342,000)	(14,034,000)	(30,325,000)
Amounts attributable to DSS stockholders
Loss from continuing operations net of taxes	(5,283,000)	(4,342,000)	(14,034,000)	(27,033,000)
Loss from discontinued operations net of taxes				(3,292,000)
Net loss attributable to DSS shareholders	$ (5,283,000)	$ (4,342,000)	$ (14,034,000)	$ (30,325,000)
Loss per common share attributable to common stock holders - continuing operations
Basic	$ (0.75)	$ (0.62)	$ (1.99)	$ (3.87)
Diluted	(0.75)	(0.62)	(1.99)	(3.87)
Loss per common share attributable to common stock holders - discontinued operations
Basic				(0.47)
Diluted				$ (0.47)
Shares used in computing loss per common share:
Basic	7,066,772	7,013,213	7,066,772	6,990,456
Diluted	7,066,772	7,013,213	7,066,772	6,990,456
Printed Products [Member]
Revenue:
Total revenue	$ 4,828,000	$ 3,315,000	$ 11,429,000	$ 12,976,000
Rental Income [Member]
Revenue:
Total revenue	496,000	236,000	1,334,000	3,464,000
Net Investment Income [Member]
Revenue:
Total revenue	45,000	108,000	181,000	422,000
Direct Marketing [Member]
Revenue:
Total revenue		523,000		1,763,000
Commission Revenue [Member]
Revenue:
Total revenue	$ 230,000		$ 737,000	$ 295,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (5,701,000)	$ (6,681,000)	$ (15,762,000)	$ (33,061,000)
Loss from discontinued operations				(3,481,000)	$ (3,481,000)
Loss from continuing operations	(5,701,000)	(6,681,000)	(15,762,000)	(29,580,000)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization			1,692,000	4,150,000
Loss (income) on equity method investment			(3,000)	28,000
Loss on investments			1,021,000	4,292,000
Change in ROU assets			556,000	749,000
(Loss) gain on sale of assets			(165,000)	1,281,000
Impairment of assets upon deconsolidation				6,220,000
Provision for loan losses			1,627,000	4,936,000
Decrease (increase) in assets:
Accounts receivable			1,557,000	2,520,000
Inventory			(488,000)	4,368,000
Prepaid expenses and other current assets			(80,000)	323,000
Other assets			(36,000)	2,448,000
Increase (decrease) in liabilities:
Accounts payable			(255,000)	(2,896,000)
Accrued expenses			(111,000)	(15,549,000)
Change in ROU liabilities			(511,000)	(763,000)
Other liabilities			1,777,000	(81,000)
Net cash used by operating activities - continuing operations			(9,181,000)	(17,554,000)
Net cash used by operating activities - discontinued operations				(3,481,000)
Net cash used by operating activities			(9,181,000)	(21,035,000)
Cash flows from investing activities:
Purchase of property, plant and equipment			(29,000)	(679,000)
Purchase of investment			(1,861,000)
Disposal of property, plant and equipment			5,140,000	215,000
Sale of marketable securities			3,029,000	11,330,000
Issuance of new notes receivable, net origination fees			(402,000)	(400,000)
Payments received on notes receivable			4,039,000	1,419,000
Net cash provided by investing activities			9,916,000	11,885,000
Cash flows from financing activities:
Payments of long-term debt			(1,492,000)	(4,056,000)
Borrowings of long-term debt			3,546,000	813,000
Issuances of common stock, net of issuance costs			2,227,000
Net cash provided (used) by financing activities			4,281,000	(3,243,000)
Net increase (decrease) in cash - continuing operations			5,016,000	(8,912,000)
Net increase (decrease) in cash - discontinued operations				(3,481,000)
Cash and cash equivalents at beginning of period			6,615,000	19,290,000	19,290,000
Cash and cash equivalents at end of period	$ 11,631,000	$ 6,897,000	$ 11,631,000	$ 6,897,000	$ 6,615,000

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 139,000	$ 319,766,000	$ (194,343,000)	$ 125,562,000	$ 31,119,000	$ 156,681,000
Beginning balance, shares at Dec. 31, 2022	6,950,858
Stock based payments	$ 1,000	267,000		268,000		268,000
Stock based payments, shares	62,350
Dividend in kind - Deconsolidation of Sharing Services Global Corporation			(1,206,000)	(1,206,000)		(1,206,000)
Deconsolidation of Sharing Services					5,064,000	5,064,000
Net loss			(30,325,000)	(30,325,000)	(2,736,000)	(33,061,000)
Ending balance, value at Sep. 30, 2023	$ 140,000	320,033,000	(225,874,000)	94,299,000	33,447,000	127,746,000
Ending balance, shares at Sep. 30, 2023	7,013,208
Beginning balance, value at Dec. 31, 2023	$ 140,000	319,963,000	(256,176,000)	63,927,000	19,287,000	83,214,000
Beginning balance, shares at Dec. 31, 2023	7,066,772
Net loss			(14,034,000)	(14,034,000)	(1,728,000)	(15,762,000)
Initial public offering of Impact BioMedical	1,000	2,226,000		2,227,000		2,227,000
Ending balance, value at Sep. 30, 2024	$ 141,000	$ 322,189,000	$ (270,210,000)	$ 52,120,000	$ 17,559,000	$ 69,679,000
Ending balance, shares at Sep. 30, 2024	7,066,772

Basis of Presentation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

1. Basis of Presentation and Significant Accounting Policies

As of December 31, 2023, two customers accounted for approximately 20% and 11% of our consolidated revenue and 39% and 30% of our trade accounts receivable balance.

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

Restatement of previously issued financial statements

9 Months Ended

Sep. 30, 2024

Accounting Changes and Error Corrections [Abstract]

Restatement of previously issued financial statements

2. Restatement of previously issued financial statements

The following tables summarize the effect of the restatement on each financial statement line items as of the September 30, 2023:

	As Previously Reported			Adjustments			As Restated
Consolidated Statements of Operations Income (Loss) for the nine months ended September 30, 2023
Direct marketing revenue	$	6,088,000			(4,325,000	)	$	1,763,000
Total revenue	$	23,245,000			(4,325,000	)	$	18,920,000
Cost of revenue	$	19,437,000			(1,258,000	)	$	18,179,000
Selling, general and administrative (including stock based compensation)	$	21,036,000			(4,728,000	)	$	16,308,000
Total costs and expenses	$	40,473,000			(5,986,000	)	$	34,487,000
Operating loss	$	(17,228,000	)		(1,661,000	)	$	(15,567,000	)
Other income (expense)	$	139,000			(1,000	)	$	138,000
Loss on investment	$	(30,490,000	)		(28,019,000	)	$	(2,471,000	)
Impairment of assets due to deconsolidation	$	-			6,220,000		$	(6,220,000	)
Loss from continuing operations before income taxes	$	(53,030,000	)		(23,459,000	)	$	(29,571,000	)
Loss from continuing operations	$	(53,030,000	)		(23,450,000	)	$	(29,580,000	)
(Loss) from discontinued operations, net of tax	$	-			3,481,000		$	(3,481,000	)
Net loss	$	(53,039,000	)		(19,978,000	)	$	(33,061,000	)
Net loss attributable to common stockholders	$	(50,303,000	)		(19,978,000	)	$	(30,325,000	)
Loss per common share - basic earnings per share	$	(7.20	)		(3.33	)	$	(3.87	)
Loss per common share - diluted earnings per share	$	(7.20	)		(3.33	)	$	(3.87	)
Loss per common share - discontinued operations basic	$	-			(0.47	)	$	(0.47	)
Loss per common share - discontinued operations diluted	$	-			(0.47	)	$	(0.47	)
Consolidated Statements of Cash Flows for the nine months ended September 30, 2023
Net loss	$	(53,039,000	)		(19,978,000	)	$	(33,061,000	)
Loss from discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Loss from continuing operations	$	-			(29,580,000	)	$	(29,580,000	)
Loss (gain) on investments	$	30,490,000			(26,198,000	)	$	4,292,000
Impairment of assets	$	-			6,220,000		$	6,220,000
Net cash used by operating activities - continuing operations	$	-			(17,554,000	)	$	(17,554,000	)
Net cash used by operating activities - discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Net increase (decrease) in cash - continuing operations	$	-			(8,912,000	)	$	(8,912,000	)
Net increase (decrease) in cash - discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2023
Dividend in kind - Deconsolidation of Sharing Services Global Corporation	$	-			(1,206,000	)	$	(1,206,000	)
Deconsolidation of Sharing Services Global Corp	$	18,773,000			(18,773,000	)	$	-
Net loss	$	(50,303,000	)		(19,978,000	)	$	(30,325,000	)
Accumulated deficit	$	(225,873,000	)		(1,000	)	$	(225,874,000	)
Total stockholders’ equity	$	127,747,000			(1,000	)	$	127,746,000

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

3. Revenue

Sales Commissions

Sales commissions are expensed as incurred for contracts with an expected duration of one year or less. There were no sales commissions capitalized as of September 30, 2024 or September 30, 2023.

Shipping and Handling Costs

Costs incurred by the Company related to shipping and handling are included in cost of products sold. Amounts charged to customers relating to these costs are reflected as revenue.

See Note 16 for disaggregated revenue information.

Inventory

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventory

4. Inventory

Inventory consisted of the following as of:

Schedule of Inventory

	September			December
	2024			2023
Finished Goods	$	2,210,000		$	2,218,000
Work in Process		489,000			180,000
Raw Materials		653,000			439,000
Inventory Gross	$	3,352,000		$	2,837,000
Less allowance for obsolescence		(45,000	)		(18,000	)
Inventory Net	$	3,307,000		$	2,819,000

Notes Receivable

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Notes Receivable

5. Notes Receivable

Note 1

Note 2

Note 3

Note 4

Note 5

Note 6

Note 7

Note 8, related party

Note 9, related party

Note 10, related party

Note 11

Note 12

Note 13

Note 14

Financial Instruments

9 Months Ended

Sep. 30, 2024

Investments, All Other Investments [Abstract]

Financial Instruments

6. Financial Instruments

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

The following tables show the Company’s cash, cash equivalents, restricted cash, and marketable securities by significant investment category as of:

	September 30, 2024
	cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	11,561,000	$	-		$	11,561,000	$	11,561,000	$	-
Level 1
Money Market Funds		70,000		-			70,000		70,000		-
Marketable Securities		25,458,000		(18,195,000	)	$	7,263,000		-		7,263,000
Total	$	37,089,000	$	(18,195,000	)	$	18,894,000	$	11,631,000	$	7,263,000

	December 31, 2023
	Adjusted Cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	6,545,000	$	-		$	6,545,000	$	6,545,000	$	-
Level 1
Money Market Funds	$	70,000		-		$	70,000		70,000		-
Marketable Securities	$	27,304,000		(17,325,000	)	$	9,979,000		-		9,979,000
Total	$	33,919,000	$	(17,325,000	)	$	16,594,000	$	6,615,000	$	9,979,000

Provision for Credit Losses

9 Months Ended

Sep. 30, 2024

Provision For Credit Losses

Provision for Credit Losses

7. Provision for Credit Losses

Disposal of assets

9 Months Ended

Sep. 30, 2024

Disposal Of Assets

Disposal of assets

8. Disposal of assets

Investments

9 Months Ended

Sep. 30, 2024

Investments, All Other Investments [Abstract]

Investments

9. Investments

Alset International Limited, related party

WestPark Capital Group, LLC.

BMI Capital International LLC, related party

BioMed Technologies Asia Pacific Holdings Limited

Short-Term and Long-Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Short-Term and Long-Term Debt

10. Short-Term and Long-Term Debt

DSS, Inc.

A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to September 30, 2024, are as follows:

Year	Amount
2024	$	49,873,000
2025		858,000
2026		902,000
2027		948,000
2028		996,000
Thereafter		3,739,000

Lease Liability

9 Months Ended

Sep. 30, 2024

Lease Liability

Lease Liability

11. Lease Liability

Future minimum lease payments as of September 30, 2024 are as follows:

Maturity of Lease Liability:

	Totals
2024		240,000
2025		861,000
2026		839,000
2027		808,000
2028		824,000
After		4,913,000
Total lease payments		8,485,000
Less: Imputed Interest		(1,393,000	)
Present value of remaining lease payments	$	7,092,000

Current	$	638,000
Noncurrent	$	6,454,000

Weighted-average remaining lease term (years)		9.9

Weighted-average discount rate		4.1	%

Total cash paid for leases during the nine months ended September 30, 2024 and 2023 approximated $786,000 and $931,000, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

Stockholders’ Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders’ Equity

13. Stockholders’ Equity

Equity transactions –

Stock-Based Compensation –

Impact BioMedical, Inc. Equity Transactions –

Discontinued Operations

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

14. Discontinued Operations

The following tables show results of operations of the discontinued operation:

Sharing Services Global Corporation

Statements of Operations Loss - Discontinued Operations

For the Nine Months Ended September 30,

	2023
Revenue:
Direct marketing	$	4,325,000
Total revenue		4,325,000

Costs and expenses:
Cost of revenue		2,055,000
Selling, general and administrative		5,743,000
Total costs and expenses		7,798,000
Operating loss		3,473,000

Other income (expense):
Other income (expense)		(96,000	)
Interest income		6,000	)
Gain (loss) on investments		82,000
Impairment of assets		-
Loss from discontinued operations before income taxes		(3,481,000	)

Income tax benefit/(loss)		-
Loss from discontinued operations		(3,481,000	)

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

15. Supplemental Cash Flow Information

The following table summarizes supplemental cash flows for the six months ended September 30, 2024 and 2023:

	2024		2023

Cash paid for interest	$	631,000	$	3,432,000
Shares issued in lieu of cash bonus		-		268,000

Segment Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Information

16. Segment Information

Three Months Ended September 30, 2024	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	4,846,000		$	45,000		$	-		$	1,000		$	707,000		$	-		$	5,599,000
Cost of revenue		4,350,000			252,000			(2,000	)		10,000			1,993,000			-			6,603,000
Gross profit (loss)		496,000			(207,000	)		2,000			(9,000	)		(1,286,000	)		-			(1,004,000	)
Operating expense		766,000			104,000			73,000			1,169,000			901,000			654,000			3,667,000
Operating income (loss)		(270,000	)		(311,000	)		(71,000	)		(1,178,000	)		(2,187,000	)		(654,000	)		(4,671,000	)
Other income (expense)		(43,000	)		251,000			(52,000	)		(573,000	)		336,000			(949,000	)		(1,030,000	)
Net income (loss) from continuing operations before taxes		(313,000	)		(60,000	)		(123,000	)		(1,751,000	)		(1,851,000	)		(1,603,000	)		(5,701,000	)

Three Months Ended September 30,2023	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	3,378,000		$	108,000		$	523,000		$	-		$	173,000		$	-		$	4,182,000
Cost of revenue		3,871,000			-			271,000			4,000			1,926,000			-			6,072,000
Gross profit (loss)		(493,000	)		108,000			252,000			(4,000	)		(1,753,000	)		-			(1,890,000	)
Operating expense		647,000			139,000			55,000			1,154,000			352,000			866,000			3,213,000
Operating income (loss)		(1,140,000	)		(31,000	)		197,000			(1,158,000	)		(2,105,000	)		(866,000	)		(5,103,000	)
Other income (expense)		(143,000	)		7,000			(1,208,000	)		6,000			(50,000	)		(189,000	)		(1,577,000	)
Net income (loss) from continuing operations before taxes		(1,283,000	)		(24,000	)		(1,011,000	)		(1,152,000	)		(2,155,000	)		(1,055,000	)		(6,680,000	)

Nine Months Ended September 30, 2024	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	11,466,000		$	192,000		$	3,000		$	2,000		$	2,018,000		$	-		$	13,681,000
Cost of Revenue		10,715,000			719,000			(2,000	)		30,000			5,804,000			-			17,266,000
Gross profit (loss)		751,000			(527,000	)		5,000			(28,000	)		(3,786,000	)		-			(3,585,000	)
Operating expense		2,313,000			338,000			227,000			2,637,000			3,023,000			2,164,000			10,702,000
Operating income (loss)		(1,562,000	)		(865,000	)		(222,000	)		(2,665,000	)		(6,809,000	)		(2,164,000	)		(14,287,000	)
Other income (expense)		(118,000	)		(73,000	)		134,000			(699,000	)		52,000			(934,000	)		(1,638,000	)
Net loss from continuing operations		(1,680,000	)		(938,000	)		(88,000	)		(3,364,000	)		(6,757,000	)		(3,098,000	)		(15,925,000	)

Nine Months Ended September 30,2023	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	12,883,000		$	426,000		$	1,930,000		$	3,000		$	3,678,000		$	-		$	18,920,000
Cost of revenue		10,952,000			-			820,000			67,000			6,340,000			-			18,179,000
Gross profit (loss)		1,931,000			426,000			1,110,000			(64,000	)		(2,662,000	)		-			741,000
Operating expense		1,890,000			283,000			2,683,000			3,230,000			5,946,000			2,276,000			16,308,000
Operating income (loss)		41,000			143,000			(1,573,000	)		(3,294,000	)		(8,608,000	)		(2,276,000	)		(15,567,000	)
Other income (expense)		(137,000	)		(1,943,000	)		(7,238,000	)		(2,640,000	)		16,000			(2,062,000	)		(14,004,000	)
Net loss from continuing operations		(96,000	)		(1,800,000	)		(8,811,000	)		(5,934,000	)		(8,592,000	)		(4,338,000	)		(29,571,000	)

The following tables disaggregate our business segment revenues by major source:

Printed Products Revenue Information:

Schedule of Disaggregation of Revenue


Three months ended September 30, 2024
Packaging Printing and Fabrication	$	4,773,000
Commercial and Security Printing		55,000
Total Printed Products	$	4,828,000

Three months ended September 30, 2023
Packaging Printing and Fabrication	$	3,293,000
Commercial and Security Printing		22,000
Total Printed Products	$	3,315,000

Nine months ended September 30, 2024
Packaging Printing and Fabrication	$	11,096,000
Commercial and Security Printing		333,000
Total Printed Products	$	11,429,000

Nine months ended September 30, 2023
Packaging Printing and Fabrication	$	12,634,000
Commercial and Security Printing		342,000
Total Printed Products	$	12,976,000

Direct Marketing

Three months ended September 30, 2024
Direct Marketing Internet Sales	$	-
Total Direct Marketing	$	-

Three months ended September 30, 2023
Direct Marketing Internet Sales	$	523,000
Total Direct Marketing	$	523,000

Nine months ended September 30, 2024
Direct Marketing Internet Sales	$	-
Total Direct Marketing	$	-

Nine months ended September 30, 2023 (as restated)
Direct Marketing Internet Sales	$	1,763,000
Total Direct Marketing	$	1,763,000

Rental Income

Three months ended September 30, 2024
Rental income	$	496,000
Total Rental Income	$	496,000

Three months ended September 30, 2023
Rental income	$	236,000
Total Rental Income	$	236,000

Nine months ended September 30, 2024
Rental income	$	1,334,000
Total Rental Income	$	1,334,000

Nine months ended September 30, 2023
Rental income	$	3,464,000
Total Rental Income	$	3,464,000

Commission Income

Three months ended September 30, 2024
Commission income	$	230,000
Total commission income	$	230,000

Three months ended September 30, 2023
Commission income	$	-
Total commission income	$	-

Nine months ended September 30, 2024
Commission income	$	737,000
Total commission income	$	737,000

Nine months ended September 30, 2023
Commission income	$	295,000
Total commission income	$	295,000

Net Investment Income

Three months ended September 30, 2024
Net Investment Income	$	45,000
Total Investment Income	$	45,000

Three months ended September 30, 2023
Net Investment Income	$	108,000
Total Rental Income	$	108,000

Nine months ended September 30, 2024
Net investment income	$	181,000
Total Management fee income	$	181,000

Nine months ended September 30, 2023
Net Investment Income	$	422,000
Total Management fee income	$	422,000

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

17. Related Party Transactions

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Principles of Consolidation	*Principles of Consolidation -* The consolidated financial statements include the accounts of DSS, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Deconsolidation of Sharing Services Global Corporation(“SHRG”)	*Deconsolidation of Sharing Services Global Corporation(“SHRG”) -* On May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially held by DSS and Decentralized Sharing Systems in the form of a dividend to the shareholders of DSS common stock. Upon completion of this distribution, DSS will retain an ownership interest in SHRG of approximately 7%. Immediately prior to this distribution, DSS owned approximately 81% of the issued and outstanding common shares of SHRG. As a result, SHRG, whose operations represented a significant portion of our Direct Marketing segment, was deconsolidated from our consolidated financial statements effective as of May 1, 2023 (the “Deconsolidation”). The consolidated statement of operations for the fiscal quarter ended September 30, 2023, therefore includes one month of activity related to SHRG prior to the Deconsolidation. Subsequent to April 30, 2023 the assets and liabilities of SHRG are no longer included within our consolidated balance sheets. Any discussions related to results, operations, and accounting policies associated with SHRG refer to the periods prior to the Deconsolidation. Upon Deconsolidation, we recognized an impairment of assets due to the deconsolidation of SHRG approximately $6,220,000 which is recorded as an impairment of assets due to the deconsolidation in our consolidated statements of operations. Subsequent to the Deconsolidation, we accounted for our equity ownership interest in SHRG as a marketable security and at the quoted price stock price of SHRG, valued at approximately $74,000 at December 31, 2023.
Use of Estimates	*Use of Estimates -* The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable, convertible notes receivable, inventory, fair values of investments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options and warrants to purchase the Company’s common stock, preferred stock, deferred revenue and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Reclassifications	*Reclassifications* - Cost associated with Professional fees for the three and nine months ended September 30, 2023 and the nine months September 30, 2024 have been reclassified to Research and development to conform with current period presentation.
Cash Equivalents	*Cash Equivalents –* All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Amounts included in cash equivalents in the accompanying consolidated balance sheets are money market funds whose adjusted costs approximate fair value.
Accounts/Rents Receivable	*Accounts/Rents Receivable* - The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days but up to net 120 for certain customers. The Company carries its trade accounts receivable at invoice amounts and its rent receivables at contract amounts, less an allowance for credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. In estimating expected losses in the accounts receivable portfolio, customer-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the customers’ abilities to pay. At September 30, 2024, and December 31, 2023, the Company established a reserve for credit losses of approximately $2,497,000 and $2,494,000, respectively. The Company does not accrue interest on past due accounts receivable.
Concentration of Credit Risk	*Concentration of Credit Risk* - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial institutions. As of September 30, 2024, two customers accounted for approximately 20% and 10% of our consolidated revenue and two customers accounted for approximately 26% and 23% of our trade accounts receivable balance. As of September 30, 2023, one customer accounted for approximately 21% of our consolidated revenue and two customers accounted for approximately 32% and 15% of our consolidated trade accounts receivable balance. As of December 31, 2023, two customers accounted for approximately 20% and 11% of our consolidated revenue and 39% and 30% of our trade accounts receivable balance.
Notes receivable, unearned interest, and related recognition	*Notes receivable, unearned interest, and related recognition* - The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes receivable on the consolidated balance sheet as current or long-term based on the maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan.
Allowance For Loans And Lease Losses	*Allowance For Loans And Lease Losses* - On January 1, 2022, the Company adopted amended accounting guidance “ASU No.2016-13 – Credit Losses” which requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers’ abilities to repay obligations. After the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans.
Investments	*Investments* – Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings. For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 9 for further discussion on investments.
Fair Value of Financial Instruments	*Fair Value of Financial Instruments* - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost.
Inventory	*Inventory* – Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, air filtration systems, and health and beauty products which and are stated at the lower of cost or net realizable value on the first-in, first-out (“FIFO”) method. Packaging work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items. An allowance for obsolescence of approximately $45,000 and $18,000 associated with the inventory at our Premier subsidiary for September 30, 2024, and December 31, 2023, respectively. Write-downs and write-offs are charged to cost of revenue.
Investments in real estate, net	*Investments in real estate, net* – Acquisition of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable). Acquisition date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. During 2023, the land and buildings related to AMRE LifeCare and AMRE Winter Haven were reclassified to Assets held for sale.
Assets held for sale	*Assets held for sale* – The Company has several buildings and the associated land they occupy for sale as of September 30, 2024 and December 31, 2023. These consist of primarily of retail space in Lindon, Utah approximating $5,593,000 (sale of this building was finalized during Q2 2024) and the medical facilities associated with AMRE LifeCare of approximately $41,610,000 and AMRE Winter Haven of approximately $4,396,000, and $65,000 of other assets.
Intangible Assets	*Intangible Assets* - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated fair values. Impairment is tested under ASC 350. At December 31, 2023, The Company impaired approximately $7,418,000 associated with intangible assets for AMRE Lifecare and AMRE Winter Haven. No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment is needed for the nine months ended September 30, 2024.
Goodwill	*Goodwill* – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. The Company performed its annual goodwill impairment test as of December 31, 2023, and no impairment was deemed necessary for the goodwill associated with Premier Packaging Company, and Impact BioMedical of $1,769,000 and $25,093,000, respectively. The goodwill for APB, and Sentinel Co. of approximately $29,744,000, and $1,234,000 respectively, were deemed impaired and written off at December 31, 2023. No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment is needed for the nine months ended September 30, 2024.
Impairment of Long-Lived Assets and Goodwill	*Impairment of Long-Lived Assets and Goodwill* - The Company monitors the carrying value of long-lived assets for potential impairment and tests the recoverability of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If a change in circumstance occurs, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether impairment has occurred for the group of assets for which the Company can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures any impairment by comparing the fair value of the asset or asset group to its carrying value.
Business Combinations	*Business Combinations -* Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations. Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded. The application of business combination accounting requires the use of significant estimates and assumptions.
Loss Per Common Share	*Loss Per Common Share* - The Company presents basic and diluted (loss) earnings per share. Basic (loss) earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted (loss) earnings per share are computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method. In a loss period, the calculation for basic and diluted (loss) earnings per share is the same, as the impact of potential common shares is anti-dilutive. For the three and nine months ended September 30, 2023, potential dilutive instruments was 0. For the three and nine months ended September 30, 2024, potential dilutive instruments was 0.
Income Taxes	*Income Taxes* - The Company recognizes estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. We recognize penalties and accrued interest related to unrecognized tax benefits in income tax expense.
Going Concern	*Going Concern* - The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern. While the Company has approximately $11.6 million in cash, the Company has incurred operating losses as well as negative cash flows from operating and investing activities over the past two years. Aside from its $11.6 million in cash as of September 30, 2024, the Company believes it can continue as a going concern, due to its ability to generate operating cash through the sale of its $4.1 million of Marketable Securities. The Company has also taken steps to sell its real estate holdings assets of AMRE LifeCare and Winter Haven located in Texas, Pennsylvania, and Florida. These properties approximate $46.1 million in assets and are identified on the accompanying balance sheet as Held for sale. In addition, the Company has taken steps, and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels. Although there are no assurances, we believe the above would allow us to fund our nine business lines current and planned operations for the twelve months from the filing date of this Quarterly Report. Based on this, the Company has concluded that substantial doubt of its ability to continue as a going concern has been alleviated.
Recently Issued Accounting Pronouncements	*Recently Issued Accounting Pronouncements* — In November 2023, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure through enhanced disclosures about significant segment expenses. The amendment is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company has adopted the enhanced segment disclosures of the quarter ending September 30, 2024.

Restatement of previously issued financial statements (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Changes and Error Corrections [Abstract]

Schedule of Restatement of Previously Issued Financial Statements

The following tables summarize the effect of the restatement on each financial statement line items as of the September 30, 2023:

	As Previously Reported			Adjustments			As Restated
Consolidated Statements of Operations Income (Loss) for the nine months ended September 30, 2023
Direct marketing revenue	$	6,088,000			(4,325,000	)	$	1,763,000
Total revenue	$	23,245,000			(4,325,000	)	$	18,920,000
Cost of revenue	$	19,437,000			(1,258,000	)	$	18,179,000
Selling, general and administrative (including stock based compensation)	$	21,036,000			(4,728,000	)	$	16,308,000
Total costs and expenses	$	40,473,000			(5,986,000	)	$	34,487,000
Operating loss	$	(17,228,000	)		(1,661,000	)	$	(15,567,000	)
Other income (expense)	$	139,000			(1,000	)	$	138,000
Loss on investment	$	(30,490,000	)		(28,019,000	)	$	(2,471,000	)
Impairment of assets due to deconsolidation	$	-			6,220,000		$	(6,220,000	)
Loss from continuing operations before income taxes	$	(53,030,000	)		(23,459,000	)	$	(29,571,000	)
Loss from continuing operations	$	(53,030,000	)		(23,450,000	)	$	(29,580,000	)
(Loss) from discontinued operations, net of tax	$	-			3,481,000		$	(3,481,000	)
Net loss	$	(53,039,000	)		(19,978,000	)	$	(33,061,000	)
Net loss attributable to common stockholders	$	(50,303,000	)		(19,978,000	)	$	(30,325,000	)
Loss per common share - basic earnings per share	$	(7.20	)		(3.33	)	$	(3.87	)
Loss per common share - diluted earnings per share	$	(7.20	)		(3.33	)	$	(3.87	)
Loss per common share - discontinued operations basic	$	-			(0.47	)	$	(0.47	)
Loss per common share - discontinued operations diluted	$	-			(0.47	)	$	(0.47	)
Consolidated Statements of Cash Flows for the nine months ended September 30, 2023
Net loss	$	(53,039,000	)		(19,978,000	)	$	(33,061,000	)
Loss from discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Loss from continuing operations	$	-			(29,580,000	)	$	(29,580,000	)
Loss (gain) on investments	$	30,490,000			(26,198,000	)	$	4,292,000
Impairment of assets	$	-			6,220,000		$	6,220,000
Net cash used by operating activities - continuing operations	$	-			(17,554,000	)	$	(17,554,000	)
Net cash used by operating activities - discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Net increase (decrease) in cash - continuing operations	$	-			(8,912,000	)	$	(8,912,000	)
Net increase (decrease) in cash - discontinued operations	$	-			(3,481,000	)	$	(3,481,000	)
Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2023
Dividend in kind - Deconsolidation of Sharing Services Global Corporation	$	-			(1,206,000	)	$	(1,206,000	)
Deconsolidation of Sharing Services Global Corp	$	18,773,000			(18,773,000	)	$	-
Net loss	$	(50,303,000	)		(19,978,000	)	$	(30,325,000	)
Accumulated deficit	$	(225,873,000	)		(1,000	)	$	(225,874,000	)
Total stockholders’ equity	$	127,747,000			(1,000	)	$	127,746,000

Inventory (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following as of:

Schedule of Inventory

	September			December
	2024			2023
Finished Goods	$	2,210,000		$	2,218,000
Work in Process		489,000			180,000
Raw Materials		653,000			439,000
Inventory Gross	$	3,352,000		$	2,837,000
Less allowance for obsolescence		(45,000	)		(18,000	)
Inventory Net	$	3,307,000		$	2,819,000

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Investments, All Other Investments [Abstract]

Schedule of Cash and Marketable Securities by Significant Investment Category

The following tables show the Company’s cash, cash equivalents, restricted cash, and marketable securities by significant investment category as of:

	September 30, 2024
	cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	11,561,000	$	-		$	11,561,000	$	11,561,000	$	-
Level 1
Money Market Funds		70,000		-			70,000		70,000		-
Marketable Securities		25,458,000		(18,195,000	)	$	7,263,000		-		7,263,000
Total	$	37,089,000	$	(18,195,000	)	$	18,894,000	$	11,631,000	$	7,263,000

	December 31, 2023
	Adjusted Cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	6,545,000	$	-		$	6,545,000	$	6,545,000	$	-
Level 1
Money Market Funds	$	70,000		-		$	70,000		70,000		-
Marketable Securities	$	27,304,000		(17,325,000	)	$	9,979,000		-		9,979,000
Total	$	33,919,000	$	(17,325,000	)	$	16,594,000	$	6,615,000	$	9,979,000

Short-Term and Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable and Long-term Debt

A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to September 30, 2024, are as follows:

Year	Amount
2024	$	49,873,000
2025		858,000
2026		902,000
2027		948,000
2028		996,000
Thereafter		3,739,000

Lease Liability (Tables)

9 Months Ended

Sep. 30, 2024

Lease Liability

Schedule of Future Minimum Lease Payments

Future minimum lease payments as of September 30, 2024 are as follows:

Maturity of Lease Liability:

	Totals
2024		240,000
2025		861,000
2026		839,000
2027		808,000
2028		824,000
After		4,913,000
Total lease payments		8,485,000
Less: Imputed Interest		(1,393,000	)
Present value of remaining lease payments	$	7,092,000

Current	$	638,000
Noncurrent	$	6,454,000

Weighted-average remaining lease term (years)		9.9

Weighted-average discount rate		4.1	%

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Major Classes of Assets and Liabilities Held for Sale and Results of Operations

The following tables show results of operations of the discontinued operation:

Sharing Services Global Corporation

Statements of Operations Loss - Discontinued Operations

For the Nine Months Ended September 30,

	2023
Revenue:
Direct marketing	$	4,325,000
Total revenue		4,325,000

Costs and expenses:
Cost of revenue		2,055,000
Selling, general and administrative		5,743,000
Total costs and expenses		7,798,000
Operating loss		3,473,000

Other income (expense):
Other income (expense)		(96,000	)
Interest income		6,000	)
Gain (loss) on investments		82,000
Impairment of assets		-
Loss from discontinued operations before income taxes		(3,481,000	)

Income tax benefit/(loss)		-
Loss from discontinued operations		(3,481,000	)

Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

The following table summarizes supplemental cash flows for the six months ended September 30, 2024 and 2023:

	2024		2023

Cash paid for interest	$	631,000	$	3,432,000
Shares issued in lieu of cash bonus		-		268,000

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Operations by Reportable Segment

Three Months Ended September 30, 2024	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	4,846,000		$	45,000		$	-		$	1,000		$	707,000		$	-		$	5,599,000
Cost of revenue		4,350,000			252,000			(2,000	)		10,000			1,993,000			-			6,603,000
Gross profit (loss)		496,000			(207,000	)		2,000			(9,000	)		(1,286,000	)		-			(1,004,000	)
Operating expense		766,000			104,000			73,000			1,169,000			901,000			654,000			3,667,000
Operating income (loss)		(270,000	)		(311,000	)		(71,000	)		(1,178,000	)		(2,187,000	)		(654,000	)		(4,671,000	)
Other income (expense)		(43,000	)		251,000			(52,000	)		(573,000	)		336,000			(949,000	)		(1,030,000	)
Net income (loss) from continuing operations before taxes		(313,000	)		(60,000	)		(123,000	)		(1,751,000	)		(1,851,000	)		(1,603,000	)		(5,701,000	)

Three Months Ended September 30,2023	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	3,378,000		$	108,000		$	523,000		$	-		$	173,000		$	-		$	4,182,000
Cost of revenue		3,871,000			-			271,000			4,000			1,926,000			-			6,072,000
Gross profit (loss)		(493,000	)		108,000			252,000			(4,000	)		(1,753,000	)		-			(1,890,000	)
Operating expense		647,000			139,000			55,000			1,154,000			352,000			866,000			3,213,000
Operating income (loss)		(1,140,000	)		(31,000	)		197,000			(1,158,000	)		(2,105,000	)		(866,000	)		(5,103,000	)
Other income (expense)		(143,000	)		7,000			(1,208,000	)		6,000			(50,000	)		(189,000	)		(1,577,000	)
Net income (loss) from continuing operations before taxes		(1,283,000	)		(24,000	)		(1,011,000	)		(1,152,000	)		(2,155,000	)		(1,055,000	)		(6,680,000	)

Nine Months Ended September 30, 2024	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	11,466,000		$	192,000		$	3,000		$	2,000		$	2,018,000		$	-		$	13,681,000
Cost of Revenue		10,715,000			719,000			(2,000	)		30,000			5,804,000			-			17,266,000
Gross profit (loss)		751,000			(527,000	)		5,000			(28,000	)		(3,786,000	)		-			(3,585,000	)
Operating expense		2,313,000			338,000			227,000			2,637,000			3,023,000			2,164,000			10,702,000
Operating income (loss)		(1,562,000	)		(865,000	)		(222,000	)		(2,665,000	)		(6,809,000	)		(2,164,000	)		(14,287,000	)
Other income (expense)		(118,000	)		(73,000	)		134,000			(699,000	)		52,000			(934,000	)		(1,638,000	)
Net loss from continuing operations		(1,680,000	)		(938,000	)		(88,000	)		(3,364,000	)		(6,757,000	)		(3,098,000	)		(15,925,000	)

Nine Months Ended September 30,2023	Product Packaging			Commercial Lending			Direct Marketing			Biotechnology			Securities			Corporate			Total
Revenue	$	12,883,000		$	426,000		$	1,930,000		$	3,000		$	3,678,000		$	-		$	18,920,000
Cost of revenue		10,952,000			-			820,000			67,000			6,340,000			-			18,179,000
Gross profit (loss)		1,931,000			426,000			1,110,000			(64,000	)		(2,662,000	)		-			741,000
Operating expense		1,890,000			283,000			2,683,000			3,230,000			5,946,000			2,276,000			16,308,000
Operating income (loss)		41,000			143,000			(1,573,000	)		(3,294,000	)		(8,608,000	)		(2,276,000	)		(15,567,000	)
Other income (expense)		(137,000	)		(1,943,000	)		(7,238,000	)		(2,640,000	)		16,000			(2,062,000	)		(14,004,000	)
Net loss from continuing operations		(96,000	)		(1,800,000	)		(8,811,000	)		(5,934,000	)		(8,592,000	)		(4,338,000	)		(29,571,000	)

Schedule of Disaggregation of Revenue

The following tables disaggregate our business segment revenues by major source:

Printed Products Revenue Information:

Schedule of Disaggregation of Revenue


Three months ended September 30, 2024
Packaging Printing and Fabrication	$	4,773,000
Commercial and Security Printing		55,000
Total Printed Products	$	4,828,000

Three months ended September 30, 2023
Packaging Printing and Fabrication	$	3,293,000
Commercial and Security Printing		22,000
Total Printed Products	$	3,315,000

Nine months ended September 30, 2024
Packaging Printing and Fabrication	$	11,096,000
Commercial and Security Printing		333,000
Total Printed Products	$	11,429,000

Nine months ended September 30, 2023
Packaging Printing and Fabrication	$	12,634,000
Commercial and Security Printing		342,000
Total Printed Products	$	12,976,000

Direct Marketing

Three months ended September 30, 2024
Direct Marketing Internet Sales	$	-
Total Direct Marketing	$	-

Three months ended September 30, 2023
Direct Marketing Internet Sales	$	523,000
Total Direct Marketing	$	523,000

Nine months ended September 30, 2024
Direct Marketing Internet Sales	$	-
Total Direct Marketing	$	-

Nine months ended September 30, 2023 (as restated)
Direct Marketing Internet Sales	$	1,763,000
Total Direct Marketing	$	1,763,000

Rental Income

Three months ended September 30, 2024
Rental income	$	496,000
Total Rental Income	$	496,000

Three months ended September 30, 2023
Rental income	$	236,000
Total Rental Income	$	236,000

Nine months ended September 30, 2024
Rental income	$	1,334,000
Total Rental Income	$	1,334,000

Nine months ended September 30, 2023
Rental income	$	3,464,000
Total Rental Income	$	3,464,000

Commission Income

Three months ended September 30, 2024
Commission income	$	230,000
Total commission income	$	230,000

Three months ended September 30, 2023
Commission income	$	-
Total commission income	$	-

Nine months ended September 30, 2024
Commission income	$	737,000
Total commission income	$	737,000

Nine months ended September 30, 2023
Commission income	$	295,000
Total commission income	$	295,000

Net Investment Income

Three months ended September 30, 2024
Net Investment Income	$	45,000
Total Investment Income	$	45,000

Three months ended September 30, 2023
Net Investment Income	$	108,000
Total Rental Income	$	108,000

Nine months ended September 30, 2024
Net investment income	$	181,000
Total Management fee income	$	181,000

Nine months ended September 30, 2023
Net Investment Income	$	422,000
Total Management fee income	$	422,000

Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	May 04, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 30, 2024
Deconsolidation on loss before income taxes	$ 6,220,000			$ 29,900,000
Reserve for doubtful accounts		$ 2,497,000			$ 2,497,000		$ 2,494,000
Inventory adjustments		45,000			45,000		18,000
Other assets		65,000			65,000
Asset impairment						$ 6,220,000	7,418,000
Goodwill		26,862,000			26,862,000		26,862,000
Cash and cash equivalents		11,631,000			11,631,000		6,615,000
Proceeds from sale of marketable securities					4,100,000
Assets held for sale		$ 46,100,000			$ 46,100,000
Share-Based Payment Arrangement, Option [Member]
Potential dilutive instrument options		0	0		0	0
AMRE Life Care Portfolio LLC [Member]
Real estate assets held for development and sale		$ 41,610,000			$ 41,610,000
AMRE Winter Haven LLC [Member]
Real estate assets held for development and sale		4,396,000			4,396,000
Premier Packaging Company [Member]
Goodwill		1,769,000			1,769,000
Impact BioMedical, Inc. [Member]
Goodwill		25,093,000			25,093,000
American Pacific Bancorp [Member]
Goodwill							29,744,000
Sentinel Company [Member]
Goodwill							1,234,000
UTAH
Real estate assets held for development and sale								$ 5,593,000
Premier Subsidiary [Member]
Inventory adjustments		$ 45,000			$ 45,000		$ 18,000
Customer One [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Concentration Risk, Percentage					20.00%	21.00%	20.00%
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk, Percentage					26.00%	32.00%	39.00%
Customer Two [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Concentration Risk, Percentage					10.00%		11.00%
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk, Percentage					23.00%	15.00%	30.00%
Sharing Services Global Corp [Member]
Number of shares issued	280,000,000
Ownership interest percentage	7.00%
Percentage of issued and outstanding	81.00%
Value of marketable securities							$ 74,000

Schedule of Restatement of Previously Issued Financial Statements (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Direct marketing revenue	$ 17,559,000		$ 17,559,000		$ 19,287,000
Total revenue	5,599,000	$ 4,182,000	13,681,000	$ 18,920,000
Cost of revenue	6,603,000	6,072,000	17,266,000	18,179,000
Selling, general and administrative (including stock based compensation)	3,667,000	3,213,000	10,702,000	16,308,000
Total costs and expenses	10,270,000	9,285,000	27,968,000	34,487,000
Operating loss	(4,671,000)	(5,103,000)	(14,287,000)	(15,567,000)
Other income (expense)	2,000	(44,000)	39,000	138,000
Loss on investment	(449,000)	301,000	(1,021,000)	(2,471,000)
Impairment of assets due to deconsolidation				6,220,000	7,418,000
Loss from continuing operations before income taxes	(5,701,000)	(6,681,000)	(15,925,000)	(29,571,000)
Loss from continuing operations	(5,701,000)	(6,681,000)	(15,762,000)	(29,580,000)
Net loss	(5,283,000)	(4,342,000)	(14,034,000)	(30,325,000)
Net loss	$ (5,283,000)	$ (4,342,000)	$ (14,034,000)	$ (30,325,000)
Loss per common share - basic earnings per share	$ (0.75)	$ (0.62)	$ (1.99)	$ (3.87)
Loss per common share - diluted earnings per share	(0.75)	(0.62)	(1.99)	(3.87)
Loss per common share - discontinued operations basic				(0.47)
Loss per common share - discontinued operations diluted				$ (0.47)
Loss from discontinued operations				$ (3,481,000)	(3,481,000)
Loss from continuing operations	(5,283,000)	(4,342,000)	(14,034,000)	(27,033,000)
Loss (gain) on investments			1,021,000	4,292,000
Net cash used by operating activities - continuing operations			(9,181,000)	(17,554,000)
Net cash used by operating activities - discontinued operations				(3,481,000)
Net increase (decrease) in cash - continuing operations			5,016,000	(8,912,000)
Net increase (decrease) in cash - discontinued operations				(3,481,000)
Dividend in kind - Deconsolidation of Sharing Services Global Corporation				(1,206,000)
Accumulated deficit	(270,210,000)		(270,210,000)		(256,176,000)	$ 18,700,000
Total stockholders’ equity	$ 69,679,000	127,746,000	$ 69,679,000	127,746,000	$ 83,214,000		$ 156,681,000
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Direct marketing revenue		6,088,000		6,088,000
Total revenue				23,245,000
Cost of revenue				19,437,000
Selling, general and administrative (including stock based compensation)				21,036,000
Total costs and expenses				40,473,000
Operating loss				(17,228,000)
Other income (expense)				139,000
Loss on investment				(30,490,000)
Impairment of assets due to deconsolidation
Loss from continuing operations before income taxes				(53,030,000)
Loss from continuing operations				(53,030,000)
(Loss) from discontinued operations, net of tax
Net loss				(53,039,000)
Net loss				$ (50,303,000)
Loss per common share - basic earnings per share				$ (7.20)
Loss per common share - diluted earnings per share				(7.20)
Loss per common share - discontinued operations basic
Loss per common share - discontinued operations diluted
Loss from discontinued operations
Loss from continuing operations
Loss (gain) on investments				30,490,000
Impairment of assets
Net cash used by operating activities - continuing operations
Net cash used by operating activities - discontinued operations
Net increase (decrease) in cash - continuing operations
Net increase (decrease) in cash - discontinued operations
Dividend in kind - Deconsolidation of Sharing Services Global Corporation
Deconsolidation of Sharing Services Global Corp				18,773,000
Accumulated deficit		(225,873,000)		(225,873,000)
Total stockholders’ equity		127,747,000		127,747,000
Revision of Prior Period, Reclassification, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Direct marketing revenue		(4,325,000)		(4,325,000)
Total revenue				(4,325,000)
Cost of revenue				(1,258,000)
Selling, general and administrative (including stock based compensation)				(4,728,000)
Total costs and expenses				(5,986,000)
Operating loss				(1,661,000)
Other income (expense)				(1,000)
Loss on investment				(28,019,000)
Impairment of assets due to deconsolidation				6,220,000
Loss from continuing operations before income taxes				(23,459,000)
Loss from continuing operations				(23,450,000)
(Loss) from discontinued operations, net of tax				3,481,000
Net loss				(19,978,000)
Net loss				$ (19,978,000)
Loss per common share - basic earnings per share				$ (3.33)
Loss per common share - diluted earnings per share				(3.33)
Loss per common share - discontinued operations basic				(0.47)
Loss per common share - discontinued operations diluted				$ (0.47)
Loss from discontinued operations				$ (3,481,000)
Loss from continuing operations				(29,580,000)
Loss (gain) on investments				(26,198,000)
Impairment of assets				6,220,000
Net cash used by operating activities - continuing operations				(17,554,000)
Net cash used by operating activities - discontinued operations				(3,481,000)
Net increase (decrease) in cash - continuing operations				(8,912,000)
Net increase (decrease) in cash - discontinued operations				(3,481,000)
Dividend in kind - Deconsolidation of Sharing Services Global Corporation				(1,206,000)
Deconsolidation of Sharing Services Global Corp				(18,773,000)
Accumulated deficit		(1,000)		(1,000)
Total stockholders’ equity		(1,000)		(1,000)
Restatement [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Direct marketing revenue		1,763,000		1,763,000
Total revenue				18,920,000
Cost of revenue				18,179,000
Selling, general and administrative (including stock based compensation)				16,308,000
Total costs and expenses				34,487,000
Operating loss				(15,567,000)
Other income (expense)				138,000
Loss on investment				(2,471,000)
Impairment of assets due to deconsolidation				(6,220,000)
Loss from continuing operations before income taxes				(29,571,000)
Loss from continuing operations				(29,580,000)
(Loss) from discontinued operations, net of tax				(3,481,000)
Net loss				(33,061,000)
Net loss				$ (30,325,000)
Loss per common share - basic earnings per share				$ (3.87)
Loss per common share - diluted earnings per share				(3.87)
Loss per common share - discontinued operations basic				(0.47)
Loss per common share - discontinued operations diluted				$ (0.47)
Loss from discontinued operations				$ (3,481,000)
Loss from continuing operations				(29,580,000)
Loss (gain) on investments				4,292,000
Impairment of assets				6,220,000
Net cash used by operating activities - continuing operations				(17,554,000)
Net cash used by operating activities - discontinued operations				(3,481,000)
Net increase (decrease) in cash - continuing operations				(8,912,000)
Net increase (decrease) in cash - discontinued operations				(3,481,000)
Dividend in kind - Deconsolidation of Sharing Services Global Corporation				(1,206,000)
Deconsolidation of Sharing Services Global Corp
Accumulated deficit		(225,874,000)		(225,874,000)
Total stockholders’ equity		$ 127,746,000		$ 127,746,000

Restatement of previously issued financial statements (Details Narrative) - USD ($) shares in Millions		6 Months Ended
	May 04, 2023	Jun. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Deconsolidation on loss before income taxes	$ 6,220,000	$ 29,900,000
Retained earnings accumulated deficit		$ 18,700,000	$ (270,210,000)	$ (256,176,000)
Increase in accumulated deficit			$ 23,500,000
Sharing Services Global Corp [Member]
Stock issued during period shares new issues	280
Minority interest ownership percentage by noncontrolling owners	7.00%

Schedule of Inventory (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Finished Goods	$ 2,210,000	$ 2,218,000
Work in Process	489,000	180,000
Raw Materials	653,000	439,000
Inventory Gross	3,352,000	2,837,000
Less allowance for obsolescence	(45,000)	(18,000)
Inventory Net	$ 3,307,000	$ 2,819,000

Notes Receivable (Details Narrative) - USD ($)															12 Months Ended
Notes Receivable (Details Narrative) - USD ($)	Aug. 29, 2024	Jun. 27, 2023	May 08, 2023	Mar. 31, 2023	Dec. 29, 2022	Aug. 29, 2022	Jul. 26, 2022	May 09, 2022	Mar. 02, 2022	Jan. 24, 2022	Dec. 29, 2021	Oct. 25, 2021	May 14, 2021	Feb. 19, 2021	Dec. 31, 2023	Dec. 31, 2024	Sep. 30, 2024	Aug. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Nov. 27, 2023	Dec. 31, 2022	Dec. 28, 2021	Sep. 23, 2021
Financing Receivable, Modified [Line Items]
Notes receivable current															$ 8,772,000		$ 3,365,000
Long term portion of notes receivable															111,000		254,000
Principal and accrued interest															47,776,000		49,873,000
Note 1 [Member]
Financing Receivable, Modified [Line Items]
Debt principal													$ 5,000,000
Debt instrument interest percentage													6.65%
Debt conversion description													Note 1 contains an optional conversion clause that allows the Company to convert all, or a portion of all, into newly issued member units of Puradigm with the maximum principal amount equal to 18% of the total equity position of Puradigm at conversion.
Notes receivable current															5,544,000		5,544,000
Reserve amount															2,772,000		3,326,000
Note 2 [Member]
Financing Receivable, Modified [Line Items]
Debt principal																								$ 3,500,000
Debt instrument interest percentage																								5.59%
Notes receivable current															3,910,000
Note 3 [Member]
Financing Receivable, Modified [Line Items]
Debt instrument interest percentage												8.00%
Notes receivable current																						$ 884,000
Line of credit facility, maximum borrowing capacity												$ 3,000,000
Maturity date												Oct. 25, 2022
Effective rate percentage												10.00%
Note 3 [Member] \| Maximum [Member]
Financing Receivable, Modified [Line Items]
Debt principal												$ 1,000,000
Note 4 [Member]
Financing Receivable, Modified [Line Items]
Debt principal																							$ 700,000
Debt instrument interest percentage																							12.00%
Notes receivable current															253,000						$ 50,000
Maturity date											Dec. 28, 2022
[custom:DebtInstrumentExtendedMaturityDate]					May 31, 2023
Note 5 [Member]
Financing Receivable, Modified [Line Items]
Debt principal										$ 100,000
Debt instrument interest percentage										6.00%
Debt instrument maturity										January 2024
Long term portion of notes receivable															103,000		116,000
Note 6 [Member]
Financing Receivable, Modified [Line Items]
Debt principal									$ 893,000
Debt instrument interest percentage									8.00%
Debt instrument maturity									March 2024
Notes and loans receivable gross current															446,000		484,000
Note 7 [Member]
Financing Receivable, Modified [Line Items]
Debt principal								$ 210,000
Debt instrument interest percentage								10.00%
Notes receivable current																	134.00
Maturity date								Feb. 09, 2023
Notes receivable current																	224,000
Notes receivable current reserved																$ 112,000
Note 8 [Member]
Financing Receivable, Modified [Line Items]
Debt principal						$ 100,000
Debt instrument interest percentage						8.00%
Notes receivable current															76,000
Maturity date						Aug. 29, 2025
Long term portion of notes receivable															24,000
Notes and loans receivable gross current															100,000		$ 86,000
Note 8 [Member] \| DSS Financial Management Inc [Member]
Financing Receivable, Modified [Line Items]
Ownership percentage						24.90%
Note 9 [Member]
Financing Receivable, Modified [Line Items]
Debt principal			$ 102,000
Debt instrument interest percentage			2.00%
Notes receivable current															$ 54,000
Maturity date			May 07, 2026
Effective rate percentage															10.50%		10.50%
Notes and loans receivable gross current															$ 107,000		$ 110,000
Principal and accrued interest															53,000
long term debt																			$ 54,000
Note 9 [Member] \| DSS Financial Management Inc [Member]
Financing Receivable, Modified [Line Items]
Ownership percentage			24.90%
Note 10 [Member]
Financing Receivable, Modified [Line Items]
Debt principal							$ 1,000,000										959,000
Debt instrument interest percentage							8.00%
Notes receivable current																				$ 480,000
Maturity date							Jul. 26, 2024
Notes and loans receivable gross current															939,000		959,000
Unamortized origination fees															20,000
Note 11 [Member]
Financing Receivable, Modified [Line Items]
Debt principal														$ 206,000	$ 203,000		$ 202,000
Debt instrument interest percentage														6.50%
Maturity date														Aug. 19, 2022
Notes and loans receivable gross current																			143,000
Notes and loans receivable gross current																			59,000
Note 12 [Member]
Financing Receivable, Modified [Line Items]
Debt principal		$ 1,400,000
Debt instrument interest percentage		10.00%
Maturity date		Sep. 01, 2024
Debt Instrument, Unamortized Discount		$ 300,000
Note 13 [Member]
Financing Receivable, Modified [Line Items]
Debt principal				$ 140,000
Debt instrument interest percentage															8.50%		8.00%
Maturity date				Mar. 31, 2025
Notes and loans receivable gross current															$ 133,000				$ 135,000
Principal and accrued interest															99,000
long term debt															$ 34,000
Note 14 [Member]
Financing Receivable, Modified [Line Items]
Debt principal																		$ 459,000
Debt instrument interest percentage																	10.00%
Maturity date	Apr. 27, 2026
Long term portion of notes receivable																	$ 464,000
Notes receivable current reserved																	305,000
long term debt																	$ 159,000

Schedule of Cash and Marketable Securities by Significant Investment Category (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Line Items]
Cost	$ 37,089,000	$ 33,919,000
Unrealized Gain/(Loss)	(18,195,000)	(17,325,000)
Fair Value	18,894,000	16,594,000
Cash and Cash Equivalents	11,631,000	6,615,000
Marketable securities	7,263,000	9,979,000
Cash [Member]
Cash and Cash Equivalents [Line Items]
Cost	11,561,000	6,545,000
Unrealized Gain/(Loss)
Fair Value	11,561,000	6,545,000
Cash and Cash Equivalents	11,561,000	6,545,000
Marketable securities
Money Market Funds [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Cost	70,000	70,000
Unrealized Gain/(Loss)
Fair Value	70,000	70,000
Cash and Cash Equivalents	70,000	70,000
Marketable securities
Marketable Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Cost	25,458,000	27,304,000
Unrealized Gain/(Loss)	(18,195,000)	(17,325,000)
Fair Value	7,263,000	9,979,000
Cash and Cash Equivalents
Marketable securities	$ 7,263,000	$ 9,979,000

Provision for Credit Losses (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2024
General Loan Portfolio Reserve [Member] \| American Pacific Bancorp [Member]
Financing Receivable, Past Due [Line Items]
Portfolio reserve	$ 192,000		$ 194,000
Specific Loan Reserves [Member] \| Borrower 3 [Member]
Financing Receivable, Past Due [Line Items]
Current nonaccrual loan balance	884,000		884,000
Specific Loan Reserves [Member] \| Borrower One [Member]
Financing Receivable, Past Due [Line Items]
Outstanding principal and interest	3,461,000		2,884,000
Specific Loan Reserves [Member] \| Borrower Twelve [Member]
Financing Receivable, Past Due [Line Items]
Outstanding principal and interest	1,045,000		$ 1,045,000
Specific Loan Reserves [Member] \| Borrower Ten [Member]
Financing Receivable, Past Due [Line Items]
Outstanding principal and interest				$ 479,000
Specific Loan Reserves [Member] \| Borrower 13 [Member]
Financing Receivable, Past Due [Line Items]
Outstanding principal and interest				135,000
Specific Loan Reserves [Member] \| Borrower 8 [Member]
Financing Receivable, Past Due [Line Items]
Outstanding principal and interest	196,000			$ 211,000
Loan [Member]
Financing Receivable, Past Due [Line Items]
Portfolio reserve	$ 1,627,000	$ 1,179

Disposal of assets (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
Disposal of assets (Details Narrative) - USD ($)	Jun. 13, 2024	Jul. 01, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss			$ (5,283,000)	$ (4,342,000)	$ (14,034,000)	$ (30,325,000)
Net expenses	$ 5,758,000
Sale of asset	5,593,000				$ 165,000	$ (1,281,000)
Gain on sale of asset	$ 165,000
HWH World Inc [Member]
Equity percentage		100.00%
Sharing Services Global Corporation [Member] \| Amended Agreement [Member]
Purchase price to be paid		$ 758,000
Proceeds from sale of inventory		698,000
Liabilities assumed		$ 59,000
Agreement description		the agreement includes payment of 1% royalty, starting November 1, 2023, being defined as 1% of the gross sale price of all Seller’s new products made and sold outside of existing inventory on the schedule, for a period ending October 31, 2033
Net loss				639,000
HWH World Inc [Member]
Net loss				$ 617,000
Purchase price consideration		$ 259,000
HWH World Inc [Member] \| Sharing Services Global Corporation [Member]
Sale of stock, number of shares issued in transaction		1,000
Sale of stock, consideration received per transaction		$ 706,000

Investments (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
Investments (Details Narrative) - USD ($)	Dec. 30, 2020	Dec. 19, 2020	Sep. 10, 2020	Jan. 31, 2021	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Unrealized Gain (Loss) on Investments								$ (18,195,000)		$ (17,325,000)
Net loss					$ (5,283,000)	$ (4,342,000)		(14,034,000)	$ (30,325,000)
BMI Capital International LLC [Member]
Issuance of common stock, net of expenses				$ 100,000
Net loss							$ 28,000	$ 3,000	28,000
DSS Securities, Inc. [Member]
Equity method investment ownership percentage			14.90%
BMI Capital International LLC [Member]
Equity method investment ownership percentage			24.90%
BioMed Technologies Asia Pacific Holdings Limited [Member]
Equity method investment ownership percentage		4.99%
Issuance of common stock, net of expenses		$ 632,000
Issuance of common stock, net of expenses, shares		525
Alset International Limited [Member]
Investment Owned, Balance, Shares					127,179,291			127,179,291
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent								4.00%
Marketable Securities					$ 3,167,000			$ 3,167,000		3,269,000
Unrealized Gain (Loss) on Investments								102,000	$ 407,000
West Park Capital, Inc [Member]
Debt instrument convertible threshold percentage of stock price trigger	7.50%
Investments					$ 500,000			$ 500,000		$ 500,000
DSS Securities, Inc. [Member]
Issuance of common stock, net of expenses			$ 100,000
Outstanding membership interest			10.00%

Schedule of Notes Payable and Long-term Debt (Details)	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024	$ 49,873,000
2025	858,000
2026	902,000
2027	948,000
2028	996,000
Thereafter	$ 3,739,000

Short-Term and Long-Term Debt (Details Narrative)						3 Months Ended		6 Months Ended		9 Months Ended
Short-Term and Long-Term Debt (Details Narrative)	Mar. 30, 2023 USD ($)	Mar. 17, 2022 USD ($)	Nov. 02, 2021 USD ($)	Oct. 13, 2021 USD ($)	Aug. 01, 2021 USD ($) ft²	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jan. 01, 2023	May 20, 2021 USD ($)
Debt Instrument [Line Items]
Long term debt current						$ 49,873,000				$ 49,873,000		$ 47,776,000
Interest expense						53,000	$ 51,000			242,000	$ 438,000
Payments to acquire property plant and equipment										29,000	679,000
Net book value of assets						5,860,000				5,860,000		6,417,000
Pinnacle Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount		$ 2,990,000						$ 2,968,000				17,000
Principal interest percentage		4.28%
Interest expense										179,000	185,000
Debt instrument, interest rate, effective percentage													9.60%
Payments to intangible assets		$ 29,000
Estimated useful life		5 years
Net book value of assets						4,380,000				4,380,000
Deferred finance costs net												2,977,000
Debt instrument maturity date		Mar. 07, 2024
Payments to Acquire Businesses, Gross		$ 4,500,000
Debt Instrument, Term		25 years
Facility [Member] \| Pinnacle Loan [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment		$ 3,200,000
Land [Member] \| Pinnacle Loan [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment		1,000,000
Site and Tenant Improvements [Member] \| Pinnacle Loan [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment		$ 222,000
BMIC Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 3,000,000		464,000				464,000		547,000
Debt instrument maturity date				Oct. 12, 2022
Wilson Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 3,000,000		1,070,000				1,070,000		2,131,000
Debt instrument maturity date				Oct. 12, 2022
Security Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 790,000					634,000				634,000		719,000
Long term debt current						121,000				121,000		112,000
Long term debt						513,000				513,000		607,000
Interest expense										38,000	0
Interest expense debt	$ 14,000
Premier Packaging Bank Of America NA [Member]
Debt Instrument [Line Items]
Debt financing amount														$ 3,710,000
Debt instrument, face amount						2,562,000				2,562,000		2,932,000
Principal interest percentage														4.63%
Long term debt current						514,000				514,000		491,000
Long term debt						2,049,000				2,049,000		2,442,000
Interest expense										96,000	0
AMRE Shelton LLC [Member] \| Loan Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, face amount					$ 6,155,000
Principal interest percentage					4.25%
Long term debt current					$ 5,105,000	213,000				213,000
Long term debt						$ 4,257,000				$ 4,257,000
Interest expense								$ 147,000	$ 153,000
Debt instrument description					The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months
Debt instrument periodic payment					$ 2,829,000
Debt instrument, interest rate, effective percentage						4.25%				4.25%
Area of land \| ft²					40,000
Payments to intangible assets					$ 585,000
Net book value of assets						$ 6,199,000				$ 6,199,000
Deferred finance costs net						33,000				33,000
AMRE Shelton LLC [Member] \| Loan Agreement [Member] \| Facility [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment					4,640,000
AMRE Shelton LLC [Member] \| Loan Agreement [Member] \| Land [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment					1,600,000
AMRE Shelton LLC [Member] \| Loan Agreement [Member] \| Tenant Improvements [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment					$ 325,000
AMRE Shelton LLC [Member] \| Loan Agreement [Member] \| Other Intangible Assets [Member]
Debt Instrument [Line Items]
Estimated useful life					3 years
Pinnacle Bank [Member] \| LifeCare Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, face amount			$ 40,300,000			$ 45,147,000				45,147,000		$ 41,331,000
Interest expense										$ 2,939,000	$ 2,632,000
Debt instrument description			The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five (25) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28%, with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in full
Debt instrument, interest rate, effective percentage						9.50%				9.50%
Payments to intangible assets			$ 15,901,000
Net book value of assets						$ 41,570,000				$ 41,570,000
Payments to Acquire Businesses, Gross			$ 62,000,000
Pinnacle Bank [Member] \| LifeCare Agreement [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Estimated useful life			1 year
Pinnacle Bank [Member] \| LifeCare Agreement [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Estimated useful life			11 years
Pinnacle Bank [Member] \| LifeCare Agreement [Member] \| Facility [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment			$ 32,100,000
Pinnacle Bank [Member] \| LifeCare Agreement [Member] \| Land [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment			12,100,000
Pinnacle Bank [Member] \| LifeCare Agreement [Member] \| Site Improvements [Member]
Debt Instrument [Line Items]
Payments to acquire property plant and equipment			$ 1,500,000
Union Bank And Trust Company [Member] \| Security Agreement [Member]
Debt Instrument [Line Items]
Principal interest percentage	7.44%

Schedule of Future Minimum Lease Payments (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Lease Liability
2024	$ 240,000
2025	861,000
2026	839,000
2027	808,000
2028	824,000
After	4,913,000
Total lease payments	8,485,000
Less: Imputed Interest	(1,393,000)
Present value of remaining lease payments	7,092,000
Current	638,000	$ 686,000
Noncurrent	$ 6,454,000	$ 6,917,000
Weighted-average remaining lease term (years)	9 years 10 months 24 days
Weighted-average discount rate	4.10%

Lease Liability (Details Narrative) - USD ($)	9 Months Ended
Lease Liability (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Cash paid for leases	$ 786,000	$ 931,000
Minimum [Member]
Remaining lease term	1 year
Maximum [Member]
Remaining lease term	12 years

Commitments and Contingencies (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
License Agreement [Member] \| Equivir License [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued expense	$ 13,000	$ 200,000

Stockholders’ Equity (Details Narrative) - USD ($)						6 Months Ended		9 Months Ended	12 Months Ended	18 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Sep. 16, 2024	Jun. 13, 2024	Jan. 04, 2024	Oct. 31, 2023	Apr. 10, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Nov. 05, 2024	Jul. 10, 2023	May 11, 2023	May 10, 2023	Dec. 31, 2022
Stockholders' equity, reverse stock split			1 for 20
Common stock, shares issued								7,066,772	7,066,772
Common stock, shares outstanding								7,066,772	7,066,772
Share based compensation expense						$ 0
Share based compensation forfeited							5,333
Common stock, shares authorized								200,000,000	200,000,000
Common stock, par value								$ 0.02	$ 0.02
Preferred stock, shares authorized								47,000	47,000
Preferred stock, par value								$ 0.02	$ 0.02
Stockholders' Equity Note, Stock Split				reverse stock split of 1 for 55
Preferred stock, shares issued								0	0
Preferred stock, shares outstanding								0	0
Number of shares owned											4
Other Expenses		$ 5,758,000
Common Stock [Member] \| DSS BioHealth Securities, Inc. [Member] \| Maximum [Member]
Ownership percentage				88.00%
Common Stock [Member] \| DSS BioHealth Securities, Inc. [Member] \| Minimum [Member]
Ownership percentage				12.00%
Impact Bio Medical Inc [Member]
Common stock, shares issued								11,503,955	10,000,000			0
Common stock, shares outstanding								11,503,955	10,000,000			0
Common stock, shares authorized												3,877,282,251	4,000,000,000
Common stock, par value													$ 0.001
Common stock, voting										Each share of Common Stock when issued, shall have one (1) vote on all matters presented to the stockholders.
Preferred stock, shares authorized													100,000,000
Preferred stock, par value													$ 0.001
Preferred stock, shares issued						60,496,041			60,496,041
Preferred stock, shares outstanding						60,496,041			60,496,041
Number of shares owned											1
Impact Bio Medical Inc [Member] \| Prior To Split [Member]
Common stock, shares issued												0
Common stock, shares outstanding												0
Common stock, shares authorized												125,073,621
DSS BioHealth Securities, Inc. [Member] \| Common Stock [Member]
Common stock, shares authorized				60,496,041
Impact BioMedical, Inc. [Member]
Stockholders' equity, reverse stock split				reverse stock split of 1 for 55
Common stock, shares outstanding														3,877,282,251
Equity reserve stock split								70,496,041
Impact BioMedical, Inc. [Member] \| IPO [Member]
Number of shares issued	1,500,000
Common stock, shares issued								11,497,703
Common stock, shares outstanding								11,497,703
Common stock, par value	$ 0.001
Share Price	$ 3.00
Other Expenses								$ 3,726,000
Costs and Expenses								$ 1,500,000
Stock descrption								A final prospectus relating to this Offering was filed with the Commission on September 16, 2024. The shares of Common Stock were approved to list on the NYSE American under the symbol “IBO” and began trading there on September 16, 2024. The Company also issued warrants to the Representative and its affiliates (the “Representative’s Warrants”) warrants to purchase the number of shares of Common Stock in the aggregate equal to 5% of the Common Stock to be issued and sold in this offering (including any Shares of Common Stock sold upon exercise of the over-allotment option, if applicable). The Representative’s Warrants are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time, in whole or in part, commencing nine (9) months from the date of commencement of sales of the offering and ending on the third anniversary thereof.
Sale of Stock, Number of Shares Issued in Transaction								1,500,000
Sale of stock number of shares issued in remaining								9,997,703
Impact BioMedical, Inc. [Member] \| Common Stock [Member]
Equity reserve stock split								60,496,041
Convertible Common Stock [Member]
Common stock, shares issued									140,264,240
Common stock, shares outstanding									140,264,240
Equity reserve stock split									7,066,772
Series A Convertible Preferred Stock [Member] \| DSS BioHealth Securities, Inc. [Member]
Common stock, shares authorized				60,496,041
Series A Convertible Preferred Stock [Member] \| Impact BioMedical, Inc. [Member]
Equity reserve stock split				60,496,041
Frank Heuszel [Member] \| Employment Agreement [Member]
Number of shares issued					1,247,078
Number of shares of common stock, values					$ 268,000

Schedule of Major Classes of Assets and Liabilities Held for Sale and Results of Operations (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue:
Total revenue					$ 4,325,000
Costs and expenses:
Cost of revenue					2,055,000
Selling, general and administrative					5,743,000
Total costs and expenses					7,798,000
Operating loss					3,473,000
Other income (expense):
Other income (expense)					(96,000)
Interest income					6,000
Gain (loss) on investments					82,000
Impairment of assets
Loss from discontinued operations before income taxes					(3,481,000)
Income tax benefit/(loss)
Loss from discontinued operations				$ (3,481,000)	(3,481,000)
Direct Marketing [Member]
Revenue:
Total revenue					$ 4,325,000

Discontinued Operations (Details Narrative) - USD ($) shares in Millions		12 Months Ended
	May 04, 2023	Dec. 31, 2023
Impairment of assets due to deconsolidation		$ 6,220,000
Marketable security		$ 74,000
Sharing Services Global Corp [Member]
Number of shares issued	280
Ownership interest percentage	7.00%
Percentage of issued and outstanding	81.00%

Schedule of Supplemental Cash Flow Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest	$ 631,000	$ 3,432,000
Shares issued in lieu of cash bonus		$ 268,000

Schedule of Operations by Reportable Segment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Revenue	$ 5,599,000	$ 4,182,000	$ 13,681,000	$ 18,920,000
Operating expense	10,270,000	9,285,000	27,968,000	34,487,000
Operating income (loss)	(4,671,000)	(5,103,000)	(14,287,000)	(15,567,000)
Other income (expense)	2,000	(44,000)	39,000	138,000
Net loss from continuing operations	(5,701,000)	(6,681,000)	(15,925,000)	(29,571,000)
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue	5,599,000	4,182,000	13,681,000	18,920,000
Cost of revenue	6,603,000	6,072,000	17,266,000	18,179,000
Gross profit (loss)	(1,004,000)	(1,890,000)	(3,585,000)	741,000
Operating expense	3,667,000	3,213,000	10,702,000	16,308,000
Operating income (loss)	(4,671,000)	(5,103,000)	(14,287,000)	(15,567,000)
Other income (expense)	(1,030,000)	(1,577,000)	(1,638,000)	(14,004,000)
Net loss from continuing operations	(5,701,000)	(6,680,000)	(15,925,000)	(29,571,000)
Operating Segments [Member] \| Product Packaging [Member]
Segment Reporting Information [Line Items]
Revenue	4,846,000	3,378,000	11,466,000	12,883,000
Cost of revenue	4,350,000	3,871,000	10,715,000	10,952,000
Gross profit (loss)	496,000	(493,000)	751,000	1,931,000
Operating expense	766,000	647,000	2,313,000	1,890,000
Operating income (loss)	(270,000)	(1,140,000)	(1,562,000)	41,000
Other income (expense)	(43,000)	(143,000)	(118,000)	(137,000)
Net loss from continuing operations	(313,000)	(1,283,000)	(1,680,000)	(96,000)
Operating Segments [Member] \| Commercial Banking [Member]
Segment Reporting Information [Line Items]
Revenue	45,000	108,000	192,000	426,000
Cost of revenue	252,000		719,000
Gross profit (loss)	(207,000)	108,000	(527,000)	426,000
Operating expense	104,000	139,000	338,000	283,000
Operating income (loss)	(311,000)	(31,000)	(865,000)	143,000
Other income (expense)	251,000	7,000	(73,000)	(1,943,000)
Net loss from continuing operations	(60,000)	(24,000)	(938,000)	(1,800,000)
Operating Segments [Member] \| Direct Marketing Online Sales [Member]
Segment Reporting Information [Line Items]
Revenue		523,000	3,000	1,930,000
Cost of revenue	(2,000)	271,000	(2,000)	820,000
Gross profit (loss)	2,000	252,000	5,000	1,110,000
Operating expense	73,000	55,000	227,000	2,683,000
Operating income (loss)	(71,000)	197,000	(222,000)	(1,573,000)
Other income (expense)	(52,000)	(1,208,000)	134,000	(7,238,000)
Net loss from continuing operations	(123,000)	(1,011,000)	(88,000)	(8,811,000)
Operating Segments [Member] \| Biotechnology [Member]
Segment Reporting Information [Line Items]
Revenue	1,000		2,000	3,000
Cost of revenue	10,000	4,000	30,000	67,000
Gross profit (loss)	(9,000)	(4,000)	(28,000)	(64,000)
Operating expense	1,169,000	1,154,000	2,637,000	3,230,000
Operating income (loss)	(1,178,000)	(1,158,000)	(2,665,000)	(3,294,000)
Other income (expense)	(573,000)	6,000	(699,000)	(2,640,000)
Net loss from continuing operations	(1,751,000)	(1,152,000)	(3,364,000)	(5,934,000)
Operating Segments [Member] \| Securities [Member]
Segment Reporting Information [Line Items]
Revenue	707,000	173,000	2,018,000	3,678,000
Cost of revenue	1,993,000	1,926,000	5,804,000	6,340,000
Gross profit (loss)	(1,286,000)	(1,753,000)	(3,786,000)	(2,662,000)
Operating expense	901,000	352,000	3,023,000	5,946,000
Operating income (loss)	(2,187,000)	(2,105,000)	(6,809,000)	(8,608,000)
Other income (expense)	336,000	(50,000)	52,000	16,000
Net loss from continuing operations	(1,851,000)	(2,155,000)	(6,757,000)	(8,592,000)
Operating Segments [Member] \| Corporate Segment [Member]
Segment Reporting Information [Line Items]
Revenue
Cost of revenue
Gross profit (loss)
Operating expense	654,000	866,000	2,164,000	2,276,000
Operating income (loss)	(654,000)	(866,000)	(2,164,000)	(2,276,000)
Other income (expense)	(949,000)	(189,000)	(934,000)	(2,062,000)
Net loss from continuing operations	$ (1,603,000)	$ (1,055,000)	$ (3,098,000)	$ (4,338,000)

Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Revenue	$ 5,599,000	$ 4,182,000	$ 13,681,000	$ 18,920,000
Printed Products [Member]
Segment Reporting Information [Line Items]
Revenue	4,828,000	3,315,000	11,429,000	12,976,000
Direct Marketing [Member]
Segment Reporting Information [Line Items]
Revenue		523,000		1,763,000
Rental Revenue Income [Member]
Segment Reporting Information [Line Items]
Revenue	496,000	236,000	1,334,000	3,464,000
Commission Revenue [Member]
Segment Reporting Information [Line Items]
Revenue	230,000		737,000	295,000
Net Investment Revenue Income [Member]
Segment Reporting Information [Line Items]
Revenue	45,000	108,000	181,000	422,000
Packaging Printing and Fabrication [Member] \| Printed Products [Member]
Segment Reporting Information [Line Items]
Revenue	4,773,000	3,293,000	11,096,000	12,634,000
Commercial and Security Printing [Member] \| Printed Products [Member]
Segment Reporting Information [Line Items]
Revenue	55,000	22,000	333,000	342,000
Direct Marketing Internet Sales [Member] \| Direct Marketing [Member]
Segment Reporting Information [Line Items]
Revenue		523,000		1,763,000
Rental Income [Member] \| Rental Revenue Income [Member]
Segment Reporting Information [Line Items]
Revenue	496,000	236,000	1,334,000	3,464,000
Commission Income [Member] \| Commission Revenue [Member]
Segment Reporting Information [Line Items]
Revenue	230,000		737,000	295,000
Net Investment Income [Member] \| Net Investment Revenue Income [Member]
Segment Reporting Information [Line Items]
Revenue	$ 45,000	$ 108,000	$ 181,000	$ 422,000

Segment Information (Details Narrative)	9 Months Ended
Segment Information (Details Narrative)	Sep. 30, 2024 Segments
Segment Reporting [Abstract]
Number of Reportable Segments	5

Related Party Transactions (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	May 08, 2023	Aug. 29, 2022	Jul. 26, 2022	Oct. 13, 2021	Sep. 10, 2020	Jan. 31, 2021	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2024
Unrealized loss on investment										$ (18,195,000)		$ (17,325,000)
Net loss							$ (5,283,000)	$ (4,342,000)		(14,034,000)	$ (30,325,000)
Notes receivable current							3,365,000			3,365,000		8,772,000
Long term portion of notes receivable							254,000			254,000		111,000
Principal and accrued interest							49,873,000			49,873,000		47,776,000
Note 8 [Member]
Debt instrument face amount		$ 100,000
Maturity date		Aug. 29, 2025
Prime plus rate percentage		8.00%
Notes and loans receivable gross current							86,000			86,000		100,000
Notes receivable current												76,000
Long term portion of notes receivable												24,000
Note 9 [Member]
Debt instrument face amount	$ 102,000
Maturity date	May 07, 2026
Prime plus rate percentage	2.00%
Notes and loans receivable gross current							$ 110,000			$ 110,000		107,000
Notes receivable current												$ 54,000
Effective rate percentage							10.50%			10.50%		10.50%
Principal and accrued interest												$ 53,000
Note 10 [Member]
Debt instrument face amount			$ 1,000,000				$ 959,000			$ 959,000
Maturity date			Jul. 26, 2024
Prime plus rate percentage			8.00%
Notes and loans receivable gross current							959,000			959,000		939,000
Notes receivable current													$ 480,000
Unamortized origination fees												20,000
BMIC Loan [Member]
Debt instrument face amount				$ 3,000,000			464,000			464,000		547,000
Maturity date				Oct. 12, 2022
Wilson Loan [Member]
Debt instrument face amount				$ 3,000,000			$ 1,070,000			1,070,000		2,131,000
Maturity date				Oct. 12, 2022
BMI Capital International LLC [Member]
Issuance of common stock, net of expenses						$ 100,000
Net loss									$ 28,000	$ 3,000	28,000
DSS Securities, Inc. [Member]
Ownership percentage					14.90%
BMI Capital International LLC [Member]
Ownership percentage					24.90%
DSS Financial Management Inc [Member] \| Note 8 [Member]
Ownership percentage		24.90%
DSS Financial Management Inc [Member] \| Note 9 [Member]
Ownership percentage	24.90%
Alset International Limited [Member]
Investment owned, balance shares							127,179,291			127,179,291
Outstanding share percentage										4.00%
Marketable securities							$ 3,167,000			$ 3,167,000		$ 3,269,000
Unrealized loss on investment										$ 102,000	$ 407,000
DSS Securities, Inc. [Member]
Issuance of common stock, net of expenses					$ 100,000
Outstanding membership interest					10.00%

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