DSS, Inc. Announces Reverse Split as Part of NYSE American Compliance Plan

Rhea-AI Summary

DSS, Inc. (NYSE American: DSS) announces a 1-for-20 reverse stock split to address low price per share and maintain listing on the New York Stock Exchange American. The split will be effective on January 4, 2024, with the exact ratio to be determined by the CEO within a specified range, and trading on a post-split basis will begin on January 5, 2024. The split will not change the par value of the common stock and will affect all stockholders uniformly, except for holders of fractional shares who will receive one whole share in lieu of fractional shares. The company's transfer agent, Equiniti Trust Company, LLC, will facilitate the exchange of old stock certificates for new ones.

Financial Analyst

The announcement of a 1-for-20 reverse stock split by DSS, Inc. is a strategic move often employed by companies seeking to increase their stock price to meet exchange listing requirements or to improve perception among investors. A reverse stock split reduces the number of shares outstanding, thereby increasing the price per share. It's important to note that while the share price increases, the market capitalization of the company remains unchanged, as this is a cosmetic alteration of stock structure.

For investors, the short-term implications may include increased marketability and potential compliance with institutional investment policies that have minimum price thresholds. However, the long-term effects are more uncertain and hinge on the company's underlying financial health and future performance. Historically, reverse splits have been met with mixed reactions, with some investors viewing them as a red flag for financial distress, while others see them as a necessary step towards stabilization and growth.

Analysis of the company's fundamentals, including revenue streams, profitability and debt levels, is crucial in determining the potential success of such a corporate action. Additionally, the company's strategic acquisitions and history of spinoffs suggest a complex corporate structure that investors should carefully evaluate. The issuance of whole shares in lieu of fractional shares could result in a minor increase in the number of shares outstanding, which might slightly dilute existing shareholders.

Market Regulations Expert

The reverse stock split by DSS, Inc. is a direct response to the notification from the New York Stock Exchange American regarding the low per-share price of the company's stock. Failure to meet the exchange's minimum price criteria can result in delisting, which would severely limit the stock's liquidity and attractiveness to investors. By executing the reverse split, DSS, Inc. aims to ensure compliance with these listing standards.

Delisting can have significant negative implications for a company, including loss of investor confidence and access to capital markets. The reverse split must be analyzed in the context of regulatory compliance as well as the company's strategic efforts to maintain its listing status. Investors should be aware of the April 20, 2024, deadline set by the NYSE American for price improvement, which serves as a critical timeframe for evaluating the effectiveness of the reverse split and the company's overall strategy.

Moreover, the change in CUSIP number following the reverse split is a routine administrative change that facilitates tracking of the new share structure but has no material impact on the company's valuation or operations.

Securities Trading Expert

From a trading perspective, the reverse stock split will result in adjustments to the company's ticker symbol, which can lead to temporary confusion or trading volatility around the effective date of January 4, 2024. Traders and market makers will need to adjust their systems to accommodate the new price levels and share counts.

Investors holding shares in brokerage accounts or "street name" will experience a seamless transition, as their brokers will handle the technicalities of the reverse split. However, stockholders with physical stock certificates will need to follow the instructions provided by the transfer agent to exchange their old certificates for new ones.

The absence of fractional shares issuance and the decision to round up to the nearest whole share is a shareholder-friendly move, but it also requires monitoring for its effect on the share count. The market's reception of the reverse split will be a key indicator of investor sentiment towards the company's future prospects.

NEW YORK, Dec. 22, 2023 (GLOBE NEWSWIRE) -- DSS, Inc. (NYSE American: DSS, “Company”), a multinational company operating nine (9) diversified business lines developed through strategic acquisitions to build shareholder value through periodic spinoffs to its shareholders, today announced that it will proceed with a 1-for-20 reverse stock split (the “Reverse Split”) of its issued and outstanding shares of common stock, par value $0.02, following authorization by its Board of Directors and majority shareholders to effect a reverse split by a ratio of not less than 1-for-20 and not more than 1-for-40 (the “Reverse Split Range”), at any time on or before April 20, 2024, with the Board having the discretion as to whether or not the Reverse Split is to be effected, and with the exact ratio to be set at a whole number within the Reverse Split Range as determined by the Chief Executive Officer in his discretion.

The Reverse Split will be effective on January 4, 2024 and will begin trading on a post-split basis at the market open on January 5, 2024. In conjunction with the Reverse Split, the CUSIP number will be changed to 26253C 201. There will be no change to the par value of the Company’s common stock. The Reverse Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares with the exception of those holders of fractional shares. No fractional shares will be issued in connection with the Reverse Split. The Company will issue one whole share of common stock to any stockholder who would have been entitled to receive a fractional share of common stock due to the Reverse Split. Each holder of common stock will hold the same percentage of the outstanding common stock immediately following the Reverse Split as that stockholder did immediately before the Reverse Split, except for adjustments due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares.

The Company’s transfer agent, Equiniti Trust Company, LLC, is acting as the exchange agent for the Reverse Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.

As previously disclosed, the Company received a letter from the New York Stock Exchange American notifying it that its stock has been selling for a low price per share for a substantial period of time and the Company’s continued listing is predicated on it effecting a reverse stock split of its common stock, par value $0.02 or otherwise demonstrating sustained price improvement within a reasonable period of time, which the staff of the New York Stock Exchange American determined to be no later than April 20, 2024.

About DSS, Inc.

DSS is a multinational company operating businesses within nine (9) divisions: Product Packaging, Biotechnology, Commercial Lending, Securities and Investment Management, Alternative Trading, Digital Transformation, Secure Living, and Alternative Energy. DSS strategically acquires and develops assets to increase shareholder value through periodic IPO spinoffs. Since 2019, under the guidance of new leadership, DSS has built the necessary foundation for achievable growth through the formation of a diversified portfolio of companies positioned to drive profitability in multiple high-growth sectors.

For more information on DSS visit https://www.dssworld.com

Safe Harbor Disclosure

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the Company's intended use of proceeds and other statements that are not historical facts. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of development activities; our ability to attract, integrate and retain key personnel; our need for substantial additional funds; patent and intellectual property matters; competition; as well as other risks described in our SEC filings, including, without limitation, our reports on Forms 8-K, 10-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations, and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on which any such statement is based, except as required by law.

Contact:
DSS Inc. Investor Relations
IR@dssworld.com
+1 (585) 565-2422

What is the reason behind DSS, Inc.'s (NYSE American: DSS) announcement of a reverse stock split?

The reverse stock split is being carried out to address the low price per share of the company's stock and maintain its listing on the New York Stock Exchange American.

When will the reverse stock split be effective for DSS, Inc. (NYSE American: DSS)?

The reverse stock split will be effective on January 4, 2024, and trading on a post-split basis will begin on January 5, 2024.

How will the reverse stock split affect DSS, Inc.'s (NYSE American: DSS) stockholders?

The reverse stock split will affect all stockholders uniformly, except for holders of fractional shares who will receive one whole share in lieu of fractional shares.

Who will facilitate the exchange of old stock certificates for new ones for DSS, Inc. (NYSE American: DSS) stockholders?

The company's transfer agent, Equiniti Trust Company, LLC, will facilitate the exchange of old stock certificates for new ones for stockholders of record who hold stock certificates.

What action is required for stockholders who hold their shares in brokerage accounts or 'street name' for DSS, Inc. (NYSE American: DSS)?

Stockholders who hold their shares in brokerage accounts or 'street name' are not required to take any action to effect the exchange of their shares.