Dss Inc SEC Filings

DSS, Inc. completed a firm-commitment underwritten public offering of 900,000 shares of common stock at $1.00 per share. After underwriting discounts, commissions and expenses, the company expects to receive net proceeds of approximately $0.7 million.

DSS granted the underwriter, Aegis Capital Corp., a 45-day option to buy up to an additional 135,000 shares to cover over-allotments. The offering, conducted under an effective Form S-3 shelf registration, closed on February 5, 2026. DSS plans to use the proceeds for general corporate purposes and working capital, and its executives and directors agreed to a 45-day lock-up on share sales.

DSS, Inc. is conducting a primary offering of 900,000 shares of common stock at $1.00 per share, with an underwriter over‑allotment option for up to 135,000 additional shares. Gross proceeds are $900,000, with estimated net proceeds of about $677,000 after underwriting fees and expenses.

Shares outstanding are expected to increase from 9,092,518 to 9,992,518, or up to 10,127,518 if the over‑allotment is fully exercised. The company plans to use roughly $100,000 of the net proceeds for capital expenditures and about $577,000 for general corporate and working capital needs, which may include officer compensation.

The prospectus highlights significant secured indebtedness, including loans that are in default and past due, concentration of revenue in two major customers, prior material weaknesses in internal controls, potential impairment of sizable intangible assets, and the risk of NYSE American delisting, all of which could pressure future results and liquidity.

DSS, Inc. is informing stockholders that a majority written consent has approved corporate actions without holding a meeting, led by holders controlling 67.6% of the voting power as of January 12, 2026. The key action is approval of the Company’s 2020 Equity Incentive Plan with authorization of up to 8,000,000 shares of common stock for future awards, compared with 9,092,518 common shares outstanding on the record date. The plan allows stock options, stock appreciation rights, restricted stock and other equity or cash awards for employees, directors and consultants, and runs until 2035 subject to share limits. The filing also details board composition, committee structures, executive and director compensation, and multiple related-party transactions, including share sales to Alset Inc. and the Executive Chairman and a 1,000,000-share equity bonus to an affiliate in early 2025.

DSS, Inc. reported the results of its 2025 annual meeting of stockholders held on December 3, 2025. A total of 9,092,518 shares of common stock, representing 83.80% of shares outstanding and eligible to vote as of October 6, 2025, were present in person or by proxy, establishing a quorum.

Stockholders elected all seven director nominees — Ambrose Chan Heng Fai, José Escudero, Wai Leung William Wu, Tung Moe Chan, Hiu Pan Joanne Wong, Shui Yeung Frankie Wong, and Lim Sheng Hon Danny — to serve until the next annual meeting. They also ratified the appointment of HTL International, LLC as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 7,401,486 votes for, 178,858 against and 39,793 abstentions.

In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 6,214,296 votes for, 31,186 against and 8,073 abstentions, plus 1,366,582 broker non-votes.

DSS, Inc. reported Q3 2025 results showing higher revenue and a narrower loss. Quarterly revenue was $6.39 million, up from $5.60 million a year ago, driven mainly by printed products and rental income. Operating loss improved to $3.23 million from $4.67 million, and net loss attributable to common stockholders narrowed to $2.30 million from $5.28 million. For the first nine months, revenue reached $16.63 million with a net loss of $9.18 million, improving from $13.68 million and $14.03 million, respectively, in the prior year period.

Liquidity and balance sheet metrics remain tight. Cash and cash equivalents were $7.02 million at September 30, 2025. Current liabilities totaled $54.19 million, including $43.15 million of current long‑term debt, while total stockholders’ equity was $26.11 million. The company completed a $9.5 million real estate sale (recognizing a $0.73 million loss), generated $12.08 million net cash from investing, and used $8.82 million in financing, largely to repay debt. Management disclosed that recurring losses and cash burn raise substantial doubt about continuing as a going concern.

DSS, Inc. filed Amendment No. 1 to its Schedule 14A to include the proxy card that was inadvertently omitted; no other changes were made.

The Annual Meeting is set for December 3, 2025, 9:00 a.m. ET at 275 Wiregrass Pkwy, West Henrietta, NY. Stockholders will vote to elect 7 directors, ratify HTL International, LLC as independent auditor for fiscal 2025, and approve an advisory “say‑on‑pay” resolution for executive compensation.

The Board fixed October 6, 2025 as the record date. Shares outstanding were 9,092,518 as of October 6, 2025. Director elections require more “FOR” than “WITHHOLD” votes; auditor ratification and say‑on‑pay pass with a majority of votes cast. The auditor’s anticipated 2025 fees are disclosed as $205,000–$225,000 for reviews and the annual audit. As of the record date, Heng Fai Ambrose Chan beneficially owned 6,017,985 shares (66.2%), with other notable holders including Alset, Inc. and Alset International Limited.

DSS, Inc. Schedule 13D/A shows that Heng Fai Ambrose Chan and affiliated entities control a majority of the company. Mr. Chan reports beneficial ownership of 6,599,380 shares, representing 68.2% of DSS common stock based on 9,092,518 shares outstanding as of September 2, 2025. Affiliated entities include Alset Inc. (4,542,606 shares, 47.0%), Alset International Limited (1,379,943 shares, 15.2%) and Global Biomedical Pte. Ltd. (311,634 shares, 3.4%). On August 20, 2025, Alset Inc. received a $500,000 convertible promissory note convertible at $0.86 per share. On August 28, 2025, Mr. Chan sold 130,679 shares at an average price of $1.3475, in trades between $1.23 and $1.565.

Insider sale disclosed. On 08/28/2025, Heng Fai Ambrose Chan reported selling 130,679 shares of DSS, Inc. common stock at an average price of $1.3475, with trade prices ranging between $1.23 and $1.565. The Form 4 states the sale occurred in multiple trades and the reporting person undertakes to provide full trade-by-trade details upon request.

The filing reports 1,053,796 shares beneficially owned by Mr. Chan following the transaction and identifies additional holdings attributed to him: 1,002,978 shares held by Heng Fai Holdings Limited; 2,581,268 shares held by Alset Inc.; a $500,000 convertible promissory note held by Alset Inc.; 1,068,309 shares held by Alset International Limited; and 311,634 shares held by Global Biomedical Pte. Ltd. The Form 4 is signed 09/02/2025.

DSS, Inc. amended a Form 4 to clarify insider transactions and disclose that on August 20, 2025 the company issued a $500,000 convertible promissory note to Alset Inc. The note allows Alset Inc. to convert principal and accrued interest into common stock at a conversion price of $0.86 per share, or to exchange into any subsequently issued convertible instrument on different terms based on the note balance plus accrued interest. The filing details the beneficial ownership attributable to reporting person Heng Fai Ambrose Chan, including shares held directly and through affiliated entities totaling disclosed positions across Heng Fai Holdings Limited, Alset Inc., Alset International Limited and Global Biomedical Pte. Ltd., and notes the convertible note is exercisable through July 31, 2028.