[S-3/A] TSS, Inc. Amended Shelf Registration Statement

Rhea-AI Filing Summary

TSS, Inc. (NASDAQ: TSSI) filed Pre-Effective Amendment No. 1 to its January 7, 2025 Form S-3 shelf registration (File No. 333-284153). The amendment is narrowly focused: it adds a form of indenture to Item 16 (Exhibits) and makes no changes to the base prospectus or to the amount or types of securities previously registered. The company continues to qualify as a non-accelerated filer and smaller reporting company, indicating a public float below SEC accelerated-filer thresholds.

The shelf, once declared effective, will allow TSS to issue—on a delayed or continuous basis under Rule 415—an unspecified amount of common stock, preferred stock, debt securities, warrants and units. Only the SEC registration fee of $22,965 is currently quantified; all other issuance costs are marked “**” as indeterminable.

Indemnification provisions under Delaware law are reiterated, and customary undertakings to update the registration statement are included. No financial statements, earnings data, or transaction details are provided in this amendment, and there is no immediate issuance of securities. The filing simply updates the exhibit list to satisfy SEC requirements before effectiveness.

For investors, the amendment signals that management is keeping its capital-markets documentation current, maintaining flexibility to raise capital quickly if market conditions warrant. Conversely, the shelf’s existence implies potential future dilution or leverage, depending on the securities ultimately issued.

Positive

• Maintains at-the-market capital access via a live shelf covering multiple security types, allowing swift financing when favorable.
• Regulatory compliance strengthened by adding the indenture form, reducing SEC comment risk before effectiveness.

Negative

• Potential future dilution/leverage remains a risk once the shelf is utilized, although no issuance is announced in this amendment.

Insights

Securities Analyst

TL;DR: Minor technical amendment—no new capital issued yet; preserves future financing flexibility.

This pre-effective S-3/A only inserts the form of indenture, a prerequisite for issuing debt securities. The registration size and security mix remain unchanged. Because no prospectus supplement accompanies the filing, there is no immediate dilution or leverage impact. Nonetheless, the refreshed shelf keeps multiple funding channels open—useful for opportunistic M&A or working-capital needs. From a valuation standpoint, the filing is neutral today but may become dilutive when activated.

Corporate Governance Expert

TL;DR: Routine compliance step; indemnification and undertakings standard—no governance red flags spotted.

The amendment preserves Delaware-law liability shields and indemnification, consistent with peer practices. Exhibit additions reflect regulatory housekeeping rather than strategic change. No deviations in board authority or shareholder rights are introduced. Overall governance impact is neutral.

As filed with the U.S. Securities and Exchange Commission on June 18, 2025

Registration No. 333-284153

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 TSS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-2027651
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

110 E. Old Settlers Blvd.

Round Rock, Texas 78664

(512) 310-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Darryll Dewan

Chief Executive Officer

110 E. Old Settlers Blvd.

Round Rock, Texas 78664

(512) 310-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher R. Johnson

Miles & Stockbridge P.C.

100 Light Street

Baltimore, Maryland 21202

(410) 727-6464

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This Amendment No. 1 (this “Amendment”), is being filed to amend the Registration Statement on Form S-3 (File No. 333-284153), originally filed by the registrant on January 7, 2025 (the “Registration Statement”), to update the exhibit listing set forth in Item 16 by filing a form of indenture herewith. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement, and the exhibit being filed with this Amendment. The remainder of the Registration Statement, including the prospectus, is unchanged and has been omitted.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution 

The following table sets forth the costs and expenses payable by the registrant in connection with the sale of the securities being registered hereby.

		Amount to be Paid
SEC registration fee		$	22,965
FINRA filing fee			**
Supplemental listing fees			**
Printing and duplicating expenses			**
Legal fees and expenses			**
Accounting fees and expenses			**
Transfer agent and trustee fees and expenses			**
Rating agency fees			**
Miscellaneous expenses			**
Total		$	**

**

Expenses are presently not known and cannot be estimated.

Item 15. Indemnification of Directors and Officers 

TSS has adopted provisions in its Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), that limit or eliminate the personal liability of the Registrant’s directors to the maximum extent permitted by the Delaware General Corporation Law (the “DGCL”). The DGCL expressly permits a corporation to provide that its directors will not be liable for monetary damages for a breach of their fiduciary duties as directors, except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (relating to unlawful stock repurchases, redemptions or other distributions or payment of dividends); or (iv) for any transaction from which the director derived an improper personal benefit. These limitations of liability do not generally affect the availability of equitable remedies such as injunctive relief or rescission.

TSS’s Certificate of Incorporation also obligates TSS to indemnify its directors, officers, employees and agents to the fullest extent permitted under the DGCL, subject to limited exceptions. Section 145 of the DGCL provides, in effect, that any person made a party to any action by reason of the fact that he is or was our director, officer, employee or agent may and, in certain cases, must be indemnified by us against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action, and in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests. This indemnification does not apply, (i) in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to us, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses, and, (ii) in a non-derivative action, to any criminal proceeding in which such person had no reasonable cause to believe his conduct was unlawful. Also, TSS may be required to advance expenses to its directors, officers, employees and agents in connection with legal proceedings, subject to limited exceptions.

TSS may enter into separate indemnification agreements with its directors and officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements could require TSS, among other things, to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors and officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require TSS to advance any expenses incurred by the directors and officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance if available on reasonable terms.

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Item 16. Exhibits 

The following documents are filed as exhibits to this registration statement.

Exhibit No.		Exhibit
1.1		Form of Underwriting Agreement*
3.1		Second Amended and Restated Certificate of Incorporation dated January 19, 2007 (previously filed with the SEC as Exhibit 3.1 to the Current Report on Form 8-K filed on January 25, 2007).
3.2		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (previously filed with the SEC as Exhibit A to the Company’s Definitive Proxy Statement filed on April 29, 2011).
3.3		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company, dated effective June 6, 2013 (previously filed with the SEC as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 7, 2013).
3.4		Amended and Restated By-laws (previously filed with the SEC as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 No. 333-142906, filed on May 14, 2007).
4.1		Form of Common Stock Certificate (previously filed with the SEC as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on March 23, 2005).
4.2		Form of Preferred Stock Certificate*
4.3		Form of Indenture**
4.4		Form of Debt Security*
4.5		Form of Warrant Agreement and Warrant Certificate*
4.6		Form of Unit Agreement and Unit Certificate*
5.1		Opinion of Miles & Stockbridge P.C.#
23.1		Consent of Weaver and Tidwell L.L.P.#
23.2		Consent of Miles & Stockbridge P.C. (included in Exhibit 5.1).#
24.1		Power of Attorney (included in the signatures pages to this registration statement).#
107		Filing Fee Table#

*		To be filed, if necessary, by a post-effective amendment to the registration statement or as an exhibit to a document incorporated by reference herein.
**		Filed herewith.
#		Previously filed.

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Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under Section 310(a) of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, TSS, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Round Rock, Texas on June 18, 2025.

	TSS, INC.
	By:	/s/ Darryl E. Dewan
	Name:	Darryl E. Dewan
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Chairman of the Board		June 18, 2025
Peter H. Woodward
/s/ Darryll E. Dewan		Chief Executive Officer and Director		June 18, 2025
Darryll E. Dewan		(Principal Executive Officer)
*		Chief Financial Officer		June 18, 2025
Daniel M. Chism		(Principal Financial and Accounting Officer)
*		Director		June 18, 2025
Richard M. Metzler
*		Director		June 18, 2025
Michael Fahy

*  Pursuant to Power of Attorney

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FAQ

What is TSS, Inc. registering in this S-3/A filing?

The amendment maintains a shelf registration for unspecified amounts of common stock, preferred stock, debt, warrants and units; it adds an indenture exhibit.

Does the amendment mean TSSI will issue shares now?

No. The filing is pre-effective and only updates exhibits; no securities are being sold at this time.

How much is the SEC registration fee listed?

TSS has paid an SEC registration fee of $22,965; other expenses are currently indeterminable.

Why is the form of indenture important for investors?

It is a prerequisite for issuing debt securities, signalling the company could raise capital through bonds when the shelf becomes effective.

What filer status does TSS, Inc. claim in this filing?

The company identifies as a non-accelerated filer and smaller reporting company, indicating a smaller market capitalization.