UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
On December 29, 2021, DSS, Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K to report the Stock Purchase and Share Subscription Agreement (the “Subscription Agreement”) with Sharing Services Global Corporation (“SHRG”) that provided for an investment of up to $3,000,000 by Decentralized Sharing Services Systems, Inc.(“Decentralized”) into SHRG in exchange of an aggregate of fifty million (50,000,000) shares of Class A Common Stock (the “Shares”) and warrants (the “Warrants”) to purchase up to fifty million (50,000,000) shares (the “Warrant Shares”) of Class A Common Stock. The Warrants have a term of five (5) years and are exercisable immediately, at the option of Decentralized at a per share price equal to $0.063 (the “Transaction”). Prior to the transaction, the Company indirectly held a significant investment in SHRG through majority-owned subsidiaries. The Company’s and its subsidiary’s Decentralized’s board of directors approved this Subscription Agreement and the Transaction in connection therewith on December 23, 2021. Following the Transaction, the Company and its subsidiary, including Decentralized, shall own 59.6% shares of Class A Common Stock.
This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by the Company on December 29, 2021, solely to include the financial information described in Item 9.01 below that was previously omitted in accordance with Item 9.01(a) and Item 9.01(b) of Form 8-K.
Item 9.01 Financial Statements and Exhibits
| (a) | Pro forma financial information. |
The unaudited Consolidated Balance Sheet of the Company and its subsidiaries as of September 30, 2021 is filed herewith as Exhibit 99.1 and incorporated by reference herein.
The unaudited pro forma condensed combined Statement of Operations and Comprehensive Loss for the Company and SHRG for nine and six months, respectively, ended September 30, 2021 is filed herewith as Exhibit 99.2 and incorporated by reference herein.
The unaudited pro forma Consolidated Balance Sheet of the Company and its subsidiaries as of December 31, 2020, is filed herewith as Exhibit 99.3 and incorporated by reference herein.
The unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company and its subsidiaries for the years ended December 31, 2020 (for the Company) and March 31, 2021 (for SHRG) are filed herewith as Exhibit 99.4 and incorporated by reference herein.
S-X Article 11 permits the ending date of the periods included for the target company to differ from those of the registrant by up to 93 days.
(b) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 10, 2022
| DSS INC. | ||
| By: | /s/ Jason Grady | |
| Jason Grady | ||
| Chief Operating Officer | ||