UNITED STATES
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CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported in a Form 12b-25 Notification of Late Filing filed by DSS, Inc. (the “Company”) on August 16, 2022, the Company is delayed in filing with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”) because additional time was needed for the Company to compile and analyze supporting documentation in order to complete the Form 10-Q.
The Company remained unable to file the Form 10-Q upon the August 22, 2022 extension date. As a result, on August 23, 2022, in accordance with standard procedures related to the delayed filing of the Form 10-Q with the SEC, the Company received a late filer notification from the New York Stock Exchange (the “NYSE”) stating that the Company is not in compliance with the NYSE American’s continued listing requirements under the timely filing criteria established in the NYSE American Company Guide. Under Section 1007 of the NYSE American Company Guide, the Company could be granted up to 12 months to cure the late filer deficiency. The initial six month period to regain compliance is automatic and the additional six months is only granted upon request by the Company and approval by the NYSE.
The Company anticipates that it will regain compliance with the NYSE American’s continued listing requirements upon filing its Form 10-Q.
A press release, dated August 30, 2022, disclosing the Company’s receipt of the NYSE notification letter is attached as Exhibit 99.1 and is furnished herewith.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release dated August 30, 2022. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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 report to be signed on its behalf by the undersigned hereunto duly authorized.
| DSS, INC. | ||
| August 30, 2022 | By: | /s/ Frank D. Heuszel |
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
DSS Receives New York Stock Exchange Notice Regarding Late Form 10-Q Filing
Rochester, NY August 30, 2022 (GLOBE NEWSWIRE) – DSS, Inc. (NYSE American: DSS), a multinational company operating businesses within nine divisions and strategically acquiring and developing assets to enrich the value of its shareholders through calculated IPO spinoffs and a parametric share distribution strategy, today announced it received a notice (the “Notice”) stating that the Company is not in compliance with the NYSE American’s continued listing requirements under the timely filing criteria established in the NYSE American Company Guide. Under Section 1007 of the NYSE American Company Guide, the Company could be granted up to 12 months to cure the late filer deficiency. The initial six month period to regain compliance is automatic and the additional six months is only granted upon request by the Company and approval by the NYSE.
The Company had previously disclosed that it would not be able to timely file the Form 10-Q due to the circumstances described in the Form 12b-25 Notification of Late Filing filed with the SEC on August 16, 2022. The Company remained unable to file the Form 10-Q upon the August 22, 2022 extension date.
The Company is working to resolve the issues that have led to the delay in its Form 10-Q filing in order to be able to file the Form 10-Q as soon as practicable.
About DSS, Inc.
DSS is a multinational company operating businesses within nine divisions: Product Packaging, Biotechnology, Direct Marketing, Commercial Lending, Securities and Investment Management, Alternative Trading, Digital Transformation, Secure Living, and Alternative Energy. DSS strategically acquires and develops assets to enrich the value of its shareholders through calculated IPO spinoffs and a parametric share distribution strategy. Since 2019, under the guidance of new leadership, DSS has built the necessary foundation for achievable growth through the formation of a diversified portfolio of companies positioned to drive profitability in multiple high growth sectors. These companies offer innovative, flexible, and real-world solutions that not only provide mutual benefits for businesses and their customers, but also create sustainable value and opportunity for transformation.
For more information on DSS visit http://www.dssworld.com.
Safe Harbor Disclosure
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the Company’s intended use of proceeds and other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of development activities; our ability to attract, integrate and retain key personnel; our need for substantial additional funds; patent and intellectual property matters; competition; as well as other risks described in the section entitled “Risk Factors” in the prospectus and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations, and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on which any such statement is based, except as required by law.
Investor Relations Contact:
Dave Gentry
RedChip Companies Inc.
1-800-RED-CHIP (733-2447)
Or 407-491-4498
DSS@redchip.com