UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
On June 2, 2022, DSS, Inc. (“Company”) amended its Certificate of Incorporation, as amended (“Certificate of Incorporation”), to increase the total number of authorized shares of the Company’s common stock from 200,000,000 shares to 500,000,000 shares (“Charter Amendment”).
The Charter Amendment was previously approved by the board of directors of the Company (“Board”), subject to the stockholder approval, and approved by the Company’s stockholders at a special meeting of stockholders held on May 17, 2022, as further described in the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Amendment to By-Laws
On June 2, 2022, the Company amended its Fifth Amended and Restated By-Laws, as amended (“Amended By-Laws”), for purposes of reducing the quorum required to hold meetings of the Company’s stockholders (“Quorum Requirement”). The Amended By-Laws reduced the Quorum Requirement from a majority to 35% of the stock issued and outstanding.
The Amended By-Laws was previously approved by the Board, subject to the stockholder approval, and approved by the Company’s stockholders at a special meeting of stockholders held on May 17, 2022, as further described in the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022.
The foregoing description of the Amended By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended By-Laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Number | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of DSS, Inc. | |
| 3.2 | Amendment No. 1 to Fifth Amended and Restated By-laws of DSS, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, 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. | ||
| Dated: June 3, 2022 | By: | /s/ Frank D. Heuszel |
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DSS, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the Chief Executive Officer of DSS, Inc. (the “Corporation”), a corporation organized and existing under Business Corporation Law of the State of New York (the “NYBCL”), hereby certifies as follows, pursuant to 805 of the NYBCL:
| FIRST | The name of the Corporation is DSS, Inc. The name under which the Corporation was formed was Thoroughbreds, U.S.A., Inc. | |
| SECOND | The Certificate of Incorporation of the Corporation (as amended, supplemented or restated, the “Certificate of Incorporation”) was originally filed on May 30, 1984. | |
| THIRD | The Certificate of Incorporation is hereby amended as follows: |
The Corporation is currently authorized to issue 200,046,868 shares, with a par value of $0.02, consisting of 200,000,000 shares of Common Stock, with a par value of $0.02, and 46,868 shares of Series A Convertible Preferred Stock, with a par value of $0.02. The amendment effected by this Certificate of Amendment is to add 300,000,000 shares of Common Stock, with a par value of $0.02 resulting in a total of 500,046,868 shares, with a par value of $0.02, consisting of 500,000,000 shares of Common Stock, with a par value of $0.02, and 46,868 shares of Series A Convertible Preferred Stock, with a par value of $0.02. The introductory paragraph of article FOURTH of the Certificate of Incorporation relating to the Corporation’s stated capital is amended to read in its entirety as follows:
“FOURTH: The Corporation is authorized to issue 500,046,868 shares, with a par value of $0.02, consisting of 500,000,000 shares of Common Stock, with a par value of $0.02, and 46,868 shares of Series A Convertible Preferred Stock, with a par value of $0.02.”
| FOURTH | The certificate of amendment was authorized by the board of directors followed by a vote of the holders of the required outstanding shares entitled to vote thereon at a meeting of shareholders. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Certificate of Amendment is executed on behalf of the Corporation by its Chief Executive Officer this 26 day of May, 2022.
| DSS, INC. | ||
| By: | /s/ Frank D. Heuszel | |
| Frank D. Heuszel | ||
| Chief Executive Officer | ||
Exhibit 3.2
AMENDMENT NO. 1
TO
FIFTH AMENDED AND RESTATED BY-LAWS
OF
DSS, INC.
(F.K.A. DOCUMENT SECURITY SYSTEMS, INC.)
(A New York Corporation)
The Fourth Amended and Restated By-Laws (the “By-laws”) of DSS, Inc. (f.k.a. Document Security Systems, Inc.) (the “Corporation”) are hereby amended as follows:
Article 5, Section 5.6 of the By-Laws is deleted in its entirety and replaced with the following:
(5.6) Quorum.
(a) Except as otherwise provided herein, or by statute, or in the Certificate, at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record thirty-five percent (35%) of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.
Except as herein amended, the provisions of the By-Laws shall remain in full force and effect.
Dated this 2nd day of June 2022.
| DSS, INC. | ||
| /S/ Frank D. Heuszel | ||
| Frank D. Heuszel | ||
| Chief Executive Officer |
Cover |
Jun. 02, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 02, 2022 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-32146 |
| Entity Registrant Name | DSS, INC. |
| Entity Central Index Key | 0000771999 |
| Entity Tax Identification Number | 16-1229730 |
| Entity Incorporation, State or Country Code | NY |
| Entity Address, Address Line One | 275 Wiregrass Pkwy |
| Entity Address, City or Town | West Henrietta |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 14586 |
| City Area Code | (585) |
| Local Phone Number | 325-3610 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.02 par value per share |
| Trading Symbol | DSS |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |