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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): June 27, 2025
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 4.01 Change in Registrant’s
Certifying Accountant.
On June
27, 2025, DSS, Inc. (“DSS” or the “Company”) dismissed Grassi & Co., CPAs, P.C. (“Grassi”)
as the Company’s independent registered public accounting firm. During the engagement period from July 1, 2022, to June 27,
2025, there were no disagreements between the Company and Grassi on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Grassi, would have caused Grassi to make reference
to the matter in a report on the Company’s financial statements. The decision to replace Grassi was approved by the Board of Directors
of the Company.
Effective
June 27, 2025, the Company appointed HTL International, LLC. (“HTL”) as the independent registered public accounting
firm to audit the consolidated financial statements of the Company, and the related consolidated statements of operations, changes in
stockholders’ deficit, and cash flows of the Company and the related notes to consolidated financial statements.
During
the two most recent fiscal years and through the Engagement Date, the Company has not consulted with HTL regarding either:
1.
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice
was provided that HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or
2.
Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related
instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Exhibit Index
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter
From Grassi & Co., CPAs, P.C. dated July 1, 2025, to the SEC regarding statements included in this Form 8-K. |
| 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: July
1, 2025 |
By: |
/s/ Jason Grady |
| |
Name: |
Jason Grady |
| |
Title: |
Interim Chief Executive Officer |
