DSS, Inc. filings document the company's public-company reporting, securities registrations, capital structure, and material events for a New York corporation with common stock listed on NYSE American. Registration statements cover common-stock offering mechanics, issuer classification, and Securities Act disclosure for financing activity.
Form 8-K filings report shareholder voting results, director elections, auditor changes, material agreements, debt-conversion arrangements involving Impact Biomedical, and other capital-structure matters. The filing record also includes audit and going-concern disclosure tied to annual reporting, along with governance and operating-result categories relevant to DSS's diversified segments.
DSS, Inc. reported a larger net loss for the quarter ended March 31, 2026 and raised substantial doubt about its ability to continue as a going concern. Revenue fell to $4.33 million from $4.95 million a year earlier, while cost of revenue and higher selling, general and administrative expenses drove an operating loss of $5.49 million versus $3.73 million in 2025.
Net loss widened to $6.35 million, or $0.60 per share, compared with $5.30 million, or $0.55 per share. Cash and cash equivalents declined to $4.94 million, and operating and investing activities used cash. DSS carries significant debt, including a large medical-facility loan in default, and disclosed substantial doubt about continuing as a going concern despite recognizing an $8.52 million related-party convertible bond investment that lifted total assets and stockholders’ equity.
DSS, Inc. is furnishing a definitive Information Statement to notify holders that holders of a majority of voting stock approved corporate actions by written consent taken March 18, 2026 and effective no sooner than 20 days after mailing. The Record Date for notice was April 22, 2026, when 10,042,518 shares of Common Stock were outstanding.
Action 1 (Issuance Proposal): the Company entered an SPA dated March 26, 2026 under which Alset International Limited will loan $2,450,000 in exchange for a convertible note and warrants to purchase 16,554,055 shares. The note bears 3% simple interest, converts at $0.74 per share, matures in five years, and the warrants have an exercise price of $0.93 and five-year term. After conversion and exercise as described, Alset International Limited would beneficially own 20,933,175 shares, approximately 70% of outstanding common stock.
DSS, Inc. plans a primary offering of up to 8,333,333 shares of common stock and up to 8,333,333 pre-funded warrants, plus 8,333,333 shares underlying those warrants, for gross proceeds of $8,000,000 at an assumed price of $0.96 per share. This “reasonable best efforts” deal is led by Aegis Capital as placement agent, which will earn an 8% cash fee and expense allowance. Pre-funded warrants are priced at $0.95999 with a de minimis $0.00001 exercise price and include 4.99% (or 9.99% at holder election) ownership caps. Shares outstanding would rise from 10,042,518 to 18,375,851 if all shares are sold and no pre-funded warrants are issued. DSS expects net proceeds of about $7.05 million at full take-up, earmarked mainly for working capital and general corporate purposes. The filing highlights substantial existing secured and convertible debt, concentration of revenue in one major customer, internal control weaknesses, NYSE American listing risk and significant potential dilution from existing convertibles and warrants.
DSS, Inc. furnished an Information Statement notifying holders that majority stockholders approved corporate actions by written consent; the actions will be effective no sooner than 20 days after mailing of a definitive Information Statement.
The filing discloses an Issuance Proposal: a March 26, 2026 securities purchase agreement with Alset International Limited for a $2,450,000 loan in exchange for a convertible promissory note convertible at $0.74 per share (five-year maturity) and warrants to purchase 16,554,055 common shares at an exercise price of $0.93. The transaction requires shareholder approval under NYSE Section 312.03 for issuance in excess of 19.99%.
DSS, Inc. is registering up to 8,333,333 shares of common stock and up to 8,333,333 pre-funded warrants, targeting gross proceeds of $8,000,000 at an assumed price of $0.96 per share. An additional 8,333,333 shares of common stock are registered for issuance upon exercise of the pre-funded warrants.
The offering is on a reasonable best efforts basis through Aegis Capital as placement agent, with no minimum raise. Net proceeds are expected to be about $7.05M if fully sold, earmarked mainly for working capital and general corporate purposes. Shares outstanding would increase from 10,042,518 to 18,375,851, resulting in material dilution to new investors based on a net tangible book value moving from approximately ($1.11) to ($0.17) per share.
DSS, Inc. entered into a material securities purchase agreement with Alset International Limited under which Alset International will loan DSS $2,450,000 via a convertible promissory note and receive warrants.
The note bears simple interest at 3% per year and may be converted into common stock at $0.74 per share any time before its five-year maturity. The accompanying warrants allow Alset International to buy up to 16,554,055 DSS common shares at an exercise price of $0.93 per share, expiring five years from issuance.
The transaction is a related-party deal because both companies are under the common control of Chan Heng Fai and share several directors, and it is subject to stockholder approval and board and audit committee oversight.
DSS, Inc. reported 2025 revenue of $20.8 million, up 9% from $19.1 million in 2024, driven mainly by a 12% increase in printed products and higher securities commissions. Rental and commercial lending revenues declined as certain real estate assets faced vacancy and loans went on non-accrual.
The company operates four segments: Product Packaging, Biotechnology, Commercial Lending, and Securities and Investment Management, with a global footprint centered in North America and Asia. In 2024, subsidiary Impact BioMedical completed an IPO, and in 2025 DSS sold its Plano, Texas facility for $9.5 million and its Celios air purification asset for about $1.15 million, using part of proceeds to reduce debt.
As of December 31, 2025, one customer accounted for 29% of consolidated revenue, and five customers represented the majority of trade receivables, highlighting concentration risk. DSS also carried significant secured debt, including a $40.3 million LifeCare loan with about $37 million outstanding that is disclosed as being in default and due, alongside other bank and private loans.
The company held about $17.0 million of net intangible assets tied largely to Impact BioMedical and reports nine issued and over forty pending patents. Management emphasizes a multi-stage growth strategy, targeted 15–20% cost reductions, cybersecurity investments, and potential future IPOs of business units, while also outlining extensive risk factors around indebtedness, listing compliance, intellectual property, and litigation.
DSS, Inc. stockholders holding a majority of voting power have approved, by written consent, an amendment to the 2020 Equity Incentive Plan authorizing up to 3,637,007 shares of common stock for future awards. This pool represents approximately 40% of the 9,092,518 shares outstanding as of January 12, 2026.
The plan supports grants of stock options, restricted stock, stock appreciation rights and other equity or cash awards to employees, directors and consultants, with a 10-year plan term and options priced at no less than fair market value. The information statement also details current ownership, board composition, committee structure, executive and director compensation, and several related-party financings and investments involving entities affiliated with Executive Chairman Ambrose Chan.
DSS, Inc. has obtained written consent from holders of a majority of its voting stock to approve corporate actions without a stockholder meeting, including a major expansion of its 2020 Equity Incentive Plan. The company’s voting securities on the January 12, 2026 record date consisted of 9,092,518 shares of common stock and no preferred shares.
The 2020 Equity Incentive Plan will authorize up to 3,637,007 shares of common stock for issuance, providing capacity for stock options, stock appreciation rights, restricted stock and other equity or cash awards to employees, directors and consultants. As of December 31, 2024, 814,184 shares were available under the plan prior to this increase.
Executive Chairman Ambrose Chan Heng Fai beneficially owns 6,148,664 common shares, or 67.6% of outstanding stock, including positions held through Alset Inc., Alset International Limited, Heng Fai Holdings Limited and Global Biomedical Pte. Ltd., and, with other insiders, controls 67.6% of the company. Independent directors meet NYSE American independence standards and serve on audit, compensation and nominating committees that oversee governance, pay and board composition.
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.