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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 26, 2026
DSS,
INC.
(Exact
name of registrant as specified in its charter)
| New
York |
|
001-32146 |
|
16-1229730 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
275
Wiregrass Pkwy,
West
Henrietta, NY |
|
14586 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (585) 325-3610
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement with Alset International Limited
On
March 26, 2026, DSS, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Alset
International Limited (“Alset International Limited”), a majority-owned subsidiary of Alset Inc., pursuant to which Alset
International Limited will loan the Company $2,450,000, in exchange for a convertible promissory note (the “Note”) and warrant
to purchase 16,554,055 shares of the Company’s common stock (the “Warrants”).
The
Note, SPA and Warrants are collectively referred to herein as the “Transaction Documents”.
The
closing of the transactions contemplated by the Transaction Documents is subject to certain closing conditions, including approval of
the Company’s stockholders.
The
Note will bear a simple interest at a rate of 3% per annum. Pursuant to the terms of the Note, Alset International Limited may convert
any outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.74 per share
at any time prior to the maturity date, which is five (5) years from the date of issuance.
The
Warrants entitle Alset International Limited to purchase up to 16,554,055 shares of the Company’s common stock at an exercise price
of $0.93. The Warrants expire on their fifth anniversary.
Related
Party Transaction
The
Company and Alset Inc. are related parties under common control of Chan Heng Fai, who serves as Chairman of the Company and is also Chairman
and Chief Executive Officer of Alset Inc. Chan Tung Moe, a director and Co-Chief Executive Officer of Alset Inc., is also a director
of the Company. Lim Sheng Hon Danny, a director and officer of Alset Inc., is also a director of the Company. Certain independent directors
of Alset Inc. also serve as directors of the Company.
The
Transaction Documents were approved by the Company’s Board of Directors and, where applicable, its Audit Committee. Any interested
directors recused themselves from deliberations and voting regarding the Transaction Documents.
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Transaction Documents, copies
of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Number |
|
Description |
| 10.1 |
|
Form of Common Stock Purchase Warrant issued to Alset International Limited, dated as of March 26, 2026 |
| 10.2 |
|
Securities Purchase Agreement, between DSS, Inc. and Alset International Limited, dated as of March 26, 2026 |
| 10.3 |
|
Convertible Promissory Note issued by DSS, Inc., dated as of March 26, 2026 |
| 104 |
|
Cover
page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
| |
DSS,
INC. |
| |
|
|
| Date:
March 31, 2026 |
By: |
/s/
Jason Grady |
| |
Name: |
Jason
Grady |
| |
Title: |
Interim
Chief Executive Officer |
