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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): July 21, 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 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.
Debt
Conversion Agreement
On
July 21, 2025, DSS, Inc. (the “Company” or “Lender”) entered into a Debt Conversion Agreement with Impact Biomedical
Inc. (“Impact” or the “Borrower”) in connection with a revolving promissory note originally issued by the Company
on March 31, 2023, in the principal amount of $12,000,000 (the “Original Note”). The Original Note was amended on January
18, 2024 to (i) extend the maturity date to September 30, 2023, (ii) eliminate the advance feature, (iii) establish specific repayment
terms, and (iv) adjust the interest rate to a market rate of interest (WSJ Prime + 0.5%).
Pursuant
to the Debt Conversion Agreement, DSS agreed to settle all outstanding debt owed by Impact under the Original Note and related amendments,
including any financial or operational support, credit, or services extended by DSS or its affiliates between June 21, 2025 and the closing
date, in exchange for 31,939,778 shares of Impact’s freely tradeable common stock, par value $0.001 per share (the “Shares”).
Upon closing, the issuance of the Shares constituted full and final satisfaction of all amounts owed to DSS.
The
foregoing summary of the Debt Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Debt Conversion Agreement, filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 10.1 |
|
Debt Conversion Agreement, dated July 21, 2025, by and between DSS, Inc. and Impact Biomedical Inc. |
| 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 30, 2025 |
By: |
/s/
Jason Grady |
| |
Name:
|
Jason
Grady |
| |
Title: |
Interim
Chief Executive Officer |
