SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No.       )

DGSE COMPANIES, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

395304 10 8

(CUSIP Number)

Sam Lewis

Manager

Truscott Capital, LLC

40 E. Main Street, Suite 626

Newark, DE 19711

(469) 522-1111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 15, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common stock, $.01 par value per share (the “Common Shares”), of DGSE Companies, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 13022 Preston Road, Dallas, Texas 75240.

Item 2. Identity and Background.

The Reporting Persons are Truscott Capital, LLC, a Delaware limited liability company (“Truscott”) and Elemetal, LLC, a Delaware limited liability company (“Elemetal” and together with Truscott, the “Reporting Persons”). The Reporting Persons are parties to a joint filing agreement pursuant to which the parties are filing this Statement. The joint filing agreement is filed as an exhibit to this Statement.

Truscott is a wholly owned subsidiary of Elemetal. The business address of Truscott is 40 E. Main Street, Suite 626, Newark, Delaware 19711. The principal business of Elemetal is the provision of refining, recycling and minting services to the precious metals industry. The address of the principal place of business of Elemetal is 15850 Dallas Parkway, Dallas, Texas 75248.

The executive officers and controlling members of Truscott and Elemetal as of January 2, 2018 are set forth on Schedule A and Schedule B attached hereto, containing the following information with respect to each such person: (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or organization in which such employment is conducted; and (d) citizenship.

During the past five years, neither Truscott, Elemetal, nor, to their knowledge, any person named in Schedule A and Schedule B to this Statement has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On January 2, 2013, NTR Metals, LLC (“NTR”) and Elemetal entered into a contribution agreement, as amended on April 5, 2013 (the “Contribution Agreement”), pursuant to which NTR contributed 4,268,142 Common Shares to Elemetal in exchange for 105,000 Class A Common Units of Elemetal.

On June 20, 2016, Elemetal entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the Issuer and NTR. Pursuant to the Stock Purchase Agreement, the Issuer agreed to issue and sell to Elemetal 8,536,585 Common Shares at a purchase price of $0.41 per share and a warrant to purchase 1,000,000 additional Common Shares at an exercise price of $0.65 per share in exchange for the cancellation and forgiveness of $3,500,000 of debt owed by the Issuer to Elemetal.

On December 15, 2017, Elemetal contributed its Common Shares and right to acquire Commons Shares to Truscott pursuant to a contribution agreement dated December 15, 2017.

Item 4. Purpose of Transaction.

The Reporting Persons currently hold their shares of Common Stock for investment purposes, subject to the following. The Reporting Persons intend to continuously review their investment in the Issuer and may in the future change their present course of action.

Elemetal continues to evaluate the disposition of certain tangible personal-property assets of Elemetal Recycling, LLC, a subsidiary of Elemetal, to the Issuer. The Issuer has been unable to obtain satisfactory financing to date but continues to pursue sources of financing and other matters with respect to the acquisition. There can be no assurance that the transaction will be completed.

The Reporting Persons, from time to time, engage in commercial transactions with the Issuer in the regular course of business. The Reporting Persons expect to continue to engage in such commercial transactions. The Reporting Persons and the Issuer may also engage in more significant transactions that may not be in either party’s regular course of business, and such transactions may result in changes to the Issuer’s business. Further, the Reporting Persons may communicate with the board of directors of the Issuer, members of management and/or other security holders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the board of directors with a view to maximizing security holder value. The Reporting Persons may seek to sell or otherwise dispose of some or all of its Common Shares or right to acquire Common Shares (which may include, but is not limited to, transferring some or all of such Common Shares or its right to acquire Common Shares to its affiliates or distributing some or all of such Common Shares to such Reporting Person’s respective partners, members or beneficiaries, as applicable) from time to time, and/or may seek to acquire additional Common Shares (which may include rights or securities exercisable or convertible into Common Shares) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Common Shares, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to the Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the Reporting Persons.

Except as described in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer, and may from time to time consider pursuing or proposing any such transactions and, in connection therewith, may discuss, evaluate and/or pursue any such transactions with advisors, the Issuer or other persons.

Item 5. Interest in Securities of the Issuer.

(a) See rows 11 and 13 of the cover page for each Reporting Person. The information in Item 2 is incorporated herein by reference.

(b) See rows 7 through 10 of the cover page for each Reporting Person. The information in Item 2 is incorporated herein by reference.

(c) Except as disclosed in Item 3 of this Statement, the Reporting Persons have not effected any transaction in the Common Shares in the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information in Item 3 is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 2, 2018

Schedule A

Executive Officers of Truscott Capital, LLC

Controlling Members of Truscott Capital, LLC

Schedule B

Executive Officers of Elemetal, LLC

Controlling Members of Elemetal, LLC

Exhibit 99.6

CONTRIBUTION AGREEMENT

This Contribution Agreement is dated as of December 15, 2017, by and among Elemetal, LLC, a Delaware limited liability company (“Elemetal”) and Truscott Capital, LLC, a Delaware limited liability company (“Truscott”).

RECITALS:

WHEREAS, Truscott is a company formed prior to the date hereof, and is wholly owned by Elemetal; and

WHEREAS, Elemetal desires to contribute and assign, transfer, convey and deliver to Truscott all of Elemetal’s right, title and interest in, to and under all of the shares of capital stock of DGSE Companies, Inc. (“DGSE”) held in Elemetal’s name, as well as all of Elemetal’s contractual rights and options to acquire additional DGSE stock (collectively, the “Contributed Assets”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Elemetal and Truscott agree as follows:

IN WITNESS WHEREOF, the parties have executed this Contribution Agreement effective as of the date first above written.

ASSIGNMENT AGREEMENT

This Assignment Agreement, dated December 15, 2017, is entered into by and between Elemetal, LLC, a Delaware limited liability company (“Contributor”) and Truscott Capital, LLC, a Delaware limited liability company (“Truscott”), and is being delivered pursuant to that certain Contribution Agreement between the Contributor and Truscott dated December 15, 2017 (the “Contribution”).

For good and valuable consideration as set forth in the Contribution, the receipt and sufficiency of which are hereby acknowledged, effective as of the date hereof:

1.        Transfer. Contributor hereby transfers, assigns, conveys and delivers to Truscott all of Contributor’s right, title and interest in and to the shares of capital stock of DGSE Companies, Inc. (“DGSE”) held in Contributor’s name, as well as all of Contributor’s contractual rights and options to acquire additional DGSE stock (collectively, the “Contributed Assets”), free and clear of all Liens. Truscott hereby accepts and acquires from Contributor such Contributed Assets.

2.        Further Assurances. If Contributor or Truscott consider or are advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm ownership (of record or otherwise) in Truscott (or its designee), its right, title or interest in, to or under any or all of the Contributed Assets, then Contributor or Truscott, as the case may be, will execute and deliver all such deeds, bills of sale, instruments of conveyance, assignments and assurances and take and do all such other actions and things as may be reasonably requested by Contributor or Truscott, as the case may be, in order to vest, perfect or confirm any and all right, title and interest in, to and under such Contributed Assets in Truscott (or its designee).

3.        Governing Law. The validity and construction of this agreement will be governed by the internal laws of the State of Delaware without regard to principles of conflict of laws that would require the application of another jurisdiction’s laws.

IN WITNESS WHEREOF, the undersigned have caused this Assignment Agreement to be executed effective as of the date first written above.

Exhibit 99.7

JOINT FILING AGREEMENT

Under Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of DGSE Companies, Inc. beneficially owned by each of them.

This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.

IN WITNESS WHEREOF, the undersigned executed this Joint Filing Agreement as of January 2, 2018.