DSS, Inc. Announces Pricing of $1.0 Million Underwritten Public Offering

Rhea-AI Summary

DSS (NYSE: DSS) priced a firm commitment underwritten public offering of 900,000 shares at $1.00 per share, with expected gross proceeds of approximately $1.0 million before fees. The underwriter has a 45-day overallotment option for an additional 135,000 shares (15%).

Aggregate proceeds are expected to be about $900,000, or $1.035 million if the over-allotment is exercised. The offering is expected to close on or about February 5, 2026. Net proceeds will be used for general corporate purposes and working capital.

Positive

• Raises approximately $1.0M in gross proceeds to fund operations
• Immediate liquidity boost for working capital and corporate needs
• Shelf registration effective under Form S-3 supports quick execution

Negative

• Issuance of 900,000 common shares may cause shareholder dilution
• Net proceeds will be reduced by underwriting fees and offering expenses
• Offering size is relatively small and may provide limited capital

Key Figures

Gross proceeds (base): $1.0 million Shares offered: 900,000 shares Offering price: $1.00 per share +5 more

8 metrics

Gross proceeds (base) $1.0 million Expected gross proceeds from underwritten public offering, before fees

Shares offered 900,000 shares Common stock in firm commitment underwritten public offering

Offering price $1.00 per share Public offering price for common stock in this transaction

Over-allotment shares 135,000 shares Underwriter’s 15% over-allotment option, exercisable up to 45 days

Gross proceeds (no over-allotment) $900,000 Aggregate gross proceeds excluding any over-allotment exercise

Gross proceeds (full over-allotment) $1.035 million Aggregate gross proceeds if over-allotment option exercised in full

Q3 2025 revenue $6.39 million Quarterly revenue, up from $5.60 million a year earlier

Q3 2025 cash $7.02 million Cash and cash equivalents as of September 30, 2025

Market Reality Check

Price: $0.9400 Vol: Volume 543,032 is about 2...

high vol

$0.9400 Last Close

Volume Volume 543,032 is about 2.6x the 20-day average of 209,155, indicating elevated pre-offering activity. high

Technical Trading above the 200-day MA at $1.06, with last close at $1.39 ahead of the $1.00 offering price.

Peers on Argus

Momentum scanner shows no peers in active momentum; sector names show mixed sing...

Momentum scanner shows no peers in active momentum; sector names show mixed single-stock moves, suggesting DSS’s action is stock-specific rather than a packaging sector trend.

Previous Offering Reports

1 past event · Latest: Feb 03 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Feb 03	Equity offering launch	Neutral	+17.8%	Announced proposed common stock offering for general corporate and working capital uses.

Pattern Detected

Limited same-tag history: the prior offering-related headline on Feb 3, 2026 coincided with a 17.8% move, indicating financing news has recently triggered notable price action.

Recent Company History

Over the past months, DSS has combined tight liquidity with financing activity. A Q3 2025 10‑Q reported higher revenue but ongoing losses and substantial doubt about going concern, alongside significant current debt. On Feb 3, 2026, DSS announced a proposed public offering for general corporate and working capital purposes under an effective registration. Today’s pricing of that offering continues this capital-raising trajectory, formalizing terms that follow yesterday’s launch announcement.

Historical Comparison

offering

+17.8 %

Average Historical Move

Historical Analysis

In the past 6 months, DSS had 1 prior offering-tagged event with an average move of 17.8%, showing financing headlines have recently drawn strong reactions.

Typical Pattern

Recent news reflects a financing progression from announcing a proposed common stock offering to formally pricing the same underwritten deal for capital needs.

Market Pulse Summary

This announcement finalizes terms for DSS’s underwritten public offering, specifying 900,000 shares ...

Analysis

This announcement finalizes terms for DSS’s underwritten public offering, specifying 900,000 shares at $1.00 with a potential 135,000-share over-allotment. Context from Q3 2025 filings shows higher revenue but ongoing losses, tight liquidity and substantial doubt about going concern, which frames why the company is raising up to $1.035 million. Investors may monitor how proceeds support working capital, subsequent balance sheet trends, and any further financing steps.

Key Terms

underwritten public offering, firm commitment, overallotment option, prospectus supplement, +2 more

6 terms

underwritten public offering financial

"announced the pricing of a firm commitment underwritten public offering with gross proceeds"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

firm commitment financial

"announced the pricing of a firm commitment underwritten public offering with gross proceeds"

An underwriting agreement where an investment bank guarantees to buy an entire new issue of securities from an issuer and then resell them to the public. Think of it as a store owner agreeing to buy a whole shipment upfront so the seller gets paid immediately; for investors this matters because it reduces the risk that the offering will fail, sets the initial supply and price pressure in the market, and signals underwriter confidence in selling the shares.

overallotment option financial

"granted the underwriter an overallotment option to purchase up to an additional 135,000 shares"

An overallotment option (often called a "greenshoe") is a pre-arranged allowance for underwriters to sell or buy up to a specified extra percentage of a company’s shares during an offering to meet unexpected demand or support the share price. Think of it as a short-term buffer: it helps reduce wild swings right after shares start trading but can slightly increase the total shares outstanding if the option is exercised, which matters to investors because it affects supply, price stability, and potential dilution.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3 (No. 333-281974)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3 (No. 333-281974) previously filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. Not financial advice.

NEW YORK, Feb. 04, 2026 (GLOBE NEWSWIRE) -- DSS, Inc. (NYSE: DSS) (the “Company”), a multinational company operating across diverse industries including product packaging, biotechnology, commercial lending, and securities and investment management, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $1.0 million, before deducting underwriting fees and other offering expenses payable by the Company.

The offering consists of 900,000 shares of common stock. The public offering price per share of common stock is $1.00. In addition, the Company has granted the underwriter an overallotment option to purchase up to an additional 135,000 shares of common stock, representing 15% of the number of shares offered, which option is exercisable in whole or in part at any time up to 45 days after the date of this prospectus.

Aggregate gross proceeds to the Company are expected to be approximately $900,000, or $1.035 million if the over-allotment option is exercised in full. The transaction is expected to close on or about February 5, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as the sole book-running manager for the offering. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-281974) previously filed with the U.S. Securities and Exchange Commission (SEC) on October 31, 2024, and declared effective by the SEC on November 5, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About DSS, Inc.

DSS, Inc. (NYSE American: DSS) is a multinational company operating across multiple business lines including product packaging, biotechnology, commercial lending, and securities and investment management. The Company operates a business model based on developing high-growth subsidiaries and unlocking value through strategic IPOs and public listings. For more information, visit www.dssworld.com.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

For investor and media inquiries or additional information, please contact:

Investor Contact:

DSS, Inc.
Investor Relations
ir@dssworld.com
+1 (585) 565-2422

FAQ

What did DSS (DSS) announce about its February 2026 public offering?

DSS priced a firm commitment offering of 900,000 shares at $1.00 per share. According to the company, gross proceeds are about $1.0 million, with a 15% overallotment option for 135,000 additional shares exercisable within 45 days.

How much will DSS (DSS) receive if the overallotment option is exercised in full?

If exercised in full, aggregate gross proceeds rise to $1.035 million. According to the company, that figure reflects the sale of 1,035,000 total shares including the 15% overallotment, before fees and expenses.

When is the DSS (DSS) offering expected to close and what will proceeds be used for?

The transaction is expected to close on or about February 5, 2026. According to the company, net proceeds together with existing cash will be used for general corporate purposes and working capital.

Who is managing the DSS (DSS) underwritten offering and where is the prospectus filed?

Aegis Capital Corp. is the sole book-running manager for the offering. According to the company, the final prospectus supplement will be filed with the SEC and available on www.sec.gov.

How large is the overallotment option in the DSS (DSS) offering and its exercise window?

The overallotment option covers 135,000 shares (15%) of the offering and is exercisable in whole or in part for 45 days after the prospectus date. According to the company, exercise would increase aggregate gross proceeds.