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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): February 4, 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.
On
February 4, 2026, DSS, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Aegis Capital Corp. (“Aegis”), which provided for the issuance and sale by the Company and the purchase by the underwriter,
in a firm commitment underwritten public offering (the “Offering”), of 900,000 shares of the Company’s common stock,
$0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement, the shares were sold at a public
offering price of $1.00 per share, less certain underwriting discounts and commissions. The net offering proceeds to the Company from
the Offering are approximately $0.7 million after deducting estimated underwriting discounts and commissions and other estimated
offering expenses. The Company intends to use the net proceeds from this Offering to general corporate and working capital needs. The
Company also granted the underwriter a 45-day option to purchase up to 135,000 additional shares of the Company’s common stock
on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering.
The
Offering closed on February 5, 2026, and was made pursuant to the Company’s shelf registration statement on Form S-3 (File No.
333-281974), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 5, 2024, under
the Securities Act of 1933, as amended (the “Securities Act). A final prospectus describing the terms of the Offering was filed
with the SEC on February 4, 2026, and is available on the SEC’s website located at http://www.sec.gov.
The
Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions for closing,
indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, and termination
and other provisions customary for transactions of this nature. The Company and all of the Company’s executive officers and directors
have also agreed not to sell or transfer any securities of the Company held by them for a period of forty-five (45) days from the date
of the Offering, subject to limited exceptions.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement,
a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Cautionary
Note Regarding Forward Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, as amended, including, without limitation, statements related to the use of proceeds from the Offering. The words “may,”
“might,” “will,” “could,” “would,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,”
“predict,” “future,” “project,” “potential,” “continue,” “target”
and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
these identifying words. Any forward-looking statements contained in this Current Report on Form 8-K, such as those related to the potential
exercise of Underwriter’s option or the use of proceeds , are based on management’s current expectations and beliefs and
are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from
those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K, including, without limitation,
uncertainties related to market conditions and the satisfaction of customary closing conditions related to the Offering. These and other
risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K for the year ended December 31, 2024, as well as any subsequent filings with the SEC. In addition,
any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its
views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements. No representations
or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.
Item
8.01 Other Information.
On
February 4, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is filed as
Exhibit 99.1 hereto and incorporated herein by reference.
On
February 5, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is included
as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 4, 2026, by and between DSS, Inc. and Aegis Capital Corp. |
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
| 23.1 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in the Opinion of Sichenzia Ross Ference LLP filed as Exhibit 5.1) |
| 99.1
|
|
Press Release issued February 4, 2026 |
| 99.2 |
|
Press Release issued February 5, 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:
February 5, 2026 |
By: |
/s/
Jason Grady |
| |
Name: |
Jason
Grady |
| |
Title: |
Interim
Chief Executive Officer |
Exhibit
99.1
DSS,
Inc. Announces Pricing of $1.0 Million Underwritten Public Offering
NEW
YORK, NY, FEBRUARY 4, 2026 (GLOBE NEWSWIRE) -- DSS, Inc. (NYSE: DSS) (the “Company”), a multinational company
operating across diverse industries including product packaging, biotechnology, commercial lending, and securities and investment
management, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company
expected to be approximately $1.0 million, before deducting underwriting fees and other offering expenses payable by the
Company.
The
offering consists of 900,000 shares of common stock. The public offering price per share of common stock is $1.00. In addition, the Company
has granted the underwriter an overallotment option to purchase up to an additional 135,000 shares of common stock, representing 15%
of the number of shares offered, which option is exercisable in whole or in part at any time up to 45 days after the date of this prospectus.
Aggregate
gross proceeds to the Company are expected to be approximately $900,000, or $1.035 million if the over-allotment option is exercised
in full. The transaction is expected to close on or about February 5, 2026, subject to the satisfaction of customary closing conditions.
The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working
capital.
Aegis
Capital Corp. is acting as the sole book-running manager for the offering. Sichenzia Ross Ference Carmel LLP is acting as counsel to
the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.
The
offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-281974) previously filed with the U.S.
Securities and Exchange Commission (SEC) on October 31, 2024, and declared effective by the SEC on November 5, 2024. A final prospectus
supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available
on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus
may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th
floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.
Interested
parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company
has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide
more information about the Company and such offering.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
DSS, Inc.
DSS,
Inc. (NYSE American: DSS) is a multinational company operating across multiple business lines including product packaging, biotechnology,
commercial lending, and securities and investment management. The Company operates a business model based on developing high-growth subsidiaries
and unlocking value through strategic IPOs and public listings. For more information, visit www.dssworld.com.
Forward-Looking
Statements
The
foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not
relate solely to historical or current facts, including without limitation statements regarding the Company’s product development
and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,”
“project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,”
“should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements
are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to
the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect
current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes
that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance,
or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these statements to actual results.
For
investor and media inquiries or additional information, please contact:
Investor
Contact:
DSS,
Inc.
Investor
Relations
ir@dssworld.com
+1
(585) 565-2422
Exhibit 99.2
DSS,
Inc. Announces Closing of $1.0 Million Underwritten Public Offering
NEW
YORK, NY, FEBRUARY 5, 2026 (GLOBE NEWSWIRE) -- DSS, Inc. (NYSE American: DSS) (the “Company”), a multinational company
operating across diverse industries including product packaging, biotechnology, commercial lending, and securities and investment
management, today announced the closing of its previously announced firm commitment underwritten public offering.
Gross proceeds to the Company were approximately $1.0 million, before deducting underwriting fees and other offering expenses payable
by the Company.
The
offering consisted of 900,000 shares of common stock. The public offering price per share of common stock was $1.00. In addition, the
Company granted Aegis Capital Corp., the underwriter, an overallotment option to purchase up to an additional 135,000 shares of common
stock, representing 15% of the number of shares sold in the offering solely to cover over-allotments, if any.
The
Company expects to use the net proceeds from the offering for general corporate purposes, including working capital.
Aegis
Capital Corp. acted as the sole book-running manager for the offering. Sichenzia Ross Ference Carmel LLP acted as counsel to the Company.
Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.
The
offering was made pursuant to an effective shelf registration statement on Form S-3 (No. 333-281974) previously filed with the U.S. Securities
and Exchange Commission (SEC) previously filed with the SEC on October 31, 2024, and declared effective by the SEC on November 5, 2024.
A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and
will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and
the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345
Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
DSS, Inc.
DSS,
Inc. (NYSE American: DSS) is a multinational company operating across multiple business lines including product packaging, biotechnology,
commercial lending, and securities and investment management. The Company operates a business model based on developing high-growth
subsidiaries and unlocking value through strategic IPOs and public listings. For more information, visit www.dssworld.com.
Forward-Looking
Statements
The
foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not
relate solely to historical or current facts, including without limitation statements regarding the Company’s product development
and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,”
“project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,”
“should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements
are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to
the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect
current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes
that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance,
or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these statements to actual results.
For
investor and media inquiries or additional information, please contact:
Investor
Contact:
DSS,
Inc.
Investor Relations
ir@dssworld.com
+1 (585) 565-2422
