UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |