As filed with the Securities and Exchange Commission on March 26, 2012

Registration No. ___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.Washington, DC 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DOCUMENT SECURITY SYSTEMS, INC.

Document Security Systems, Inc.

(Exact name of registrant as specified in its charter)

28 Main Street East,First Federal Plaza, Suite 1525

28 East Main Street

Rochester, New YorkNY 14614

Telephone: (585) 325-3610

(Address, including zip code, and telephone number, including area code, of registrant'sregistrant’s principal executive offices)

Patrick White

Jeffrey Ronaldi

Chief Executive Officer

Document Security Systems, Inc.

First Federal Plaza

28 East Main Street, East, Suite 1525

Rochester, New York 14614

Telephone: (585) 325-3610

 (Name,(Name, address including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondenceWith copies to:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd  Floor

New York, New York 10006

(212) 930-9700

(212) 930-9725 - Facsimile

David Lubin, Esq.

David Lubin & Associates, PLLC

10 Union Avenue, Suite 5

Lynbrook, New York 11563

Telephone: (516) 887-8200

Facsimile: (516) 887-8250

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  box.x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨ o

If this formForm is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D., filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨ o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallsmaller reporting company. See the definitions of “large“ large accelerated filer” “accelerated “, “ accelerated filer” “ and “smaller“ smaller reporting company”company “ in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c), based upon the price per share of $3.72 which was the average of the high ($3.90) and low ($3.53) price of the Registrant’s common stock on the NYSE Amex on March 23, 2012.

(2) Includes 541,934 shares of common stock issuable upon exercise of outstanding warrants held by the selling security holders.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichthat specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thethis Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH __, 2012OCTOBER 11, 2013

PROSPECTUS

DOCUMENT SECURITY SYSTEMS, INC.

1,509,674 Shares 15,000,000 shares

Common Stock

Warrants

____________________________

4,859,894 shares of Common Stock, par value $0.02common stock offered by the Selling Stockholders

This prospectus relatesWe may offer and sell, from time to the sale by the selling security holders listed on page 14 of this prospectus oftime in one or more offerings up to 1,509,67415,000,000 shares of our common stock par value $0.02, consistingand/or warrants to purchase common stock.We will provide more specific terms of 967,740 shares which are issuedsuch offering and outstandingsale of our common stock in supplements to this prospectus.

In addition, the selling stockholders identified in this prospectus, and 541,934any of their respective pledgees, donees, transferees or other successors in interest, may offer and sell up to 4,859,894 shares of our common stock issuable upon the exercise of outstanding warrants. The selling security holders, other than Palladium Capital Advisors, LLC (“Palladium”) and Moishe Hartstein (“Hartstein”), acquired the shares being offered for resalefrom time to time under this prospectus in connection with ourand any prospectus supplement.  The selling stockholders may offer and sell such shares to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.  The selling stockholders may offer the shares from time to time through public or private placement of securities which closed on February 13, 2012. Palladium may acquire shares being offered for resale under this prospectus upon exercise of a warrant received from us for compensation for placement agent services provided to us. Hartstein may acquire shares being offered for resale under this prospectus upon exercise of a warrant assigned to him by Palladium.

Thetransactions at prevailing market prices, at which the selling security holders may sell shares will be determined by theprices related to prevailing market price for the sharesprices or inat privately negotiated transactions.prices.  We will not receive any of the proceeds from the sale of these sharesour common stock by the selling security holders, however, westockholders.  The selling stockholders will receive proceeds frompay all underwriting discounts and commissions, if any, in connection with the exercisesale of warrants by the selling security holders, iftheir shares.  See “Stockholders” and when the selling security holders exercise their warrants for cash. We will bear all costs relating to the registration“Plan of these shares of our common stock.Distribution.”

Our common stock, currently tradesis traded on theThe NYSE AmexMKT under the symbol DSS. On March 23, 2012,October 10, 2013, the closinglast reported sale price of our common stock was $3.56 per share.$1.05.

The shares of common stock offered by us may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of these methods on a continuous or delayed basis.  See “Plan of Distribution” in this prospectus.  We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

Investing in our securities involves significantvarious risks.  See “Risk Factors” contained herein for more information on these risks.  Additional risks will be described in the related prospectus supplements under the heading “Risk Factors”.  You should read this entirereview that section of the related prospectus carefully, including the “Risk Factors” beginning on page5supplements for a discussion of this prospectus.matters that investors in our securities should consider.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement.  Any representation to the contrary is a criminal offense.

The date of this prospectus is ___________, 2012October 11, 2013.

Table of Contents

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may sell up to15,000,000shares of our common stock and /or warrants to purchase common stock in one or more offerings from time to time,and the selling stockholders may from time to time sell up to 4,859,894shares of common stock in one or more offerings. This prospectus provides you with a general description of the securities we may offer or the selling stockholders may offer. Each time we offer securities, we will provide you with a prospectus supplement that describes the specific amounts, prices and terms of the securities we offer. The prospectus supplement also may add, update or change information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with additional information described below under the caption “Where You Can Find More Information.”

This prospectus does not contain all the information provided in the registration statement we filed with the SEC. You should read both this prospectus, including the section titled “Risk Factors,” and the accompanying prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus.prospectus or a prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement areis not an offer to sell or the solicitation ofsecurities, and it is not soliciting an offer to buy these securities in any jurisdiction where anthe offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate only as of the date on the front cover of this prospectus.those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

OUR BUSINESS

General

This summary highlights selected information about us, but may not contain all information that date.

PROSPECTUS SUMMARYmay be important to you. The following summary is qualified in its entirety by the more detailed information included in or incorporated by reference into this prospectus. Before making your investment decision, you should carefully read this entire prospectus, any applicable prospectus supplement, and the documents referred to in the following sections “Incorporation of Certain Information by Reference” and “Where You Can Find More Information”.

As used in this prospectus, references to the “Company,” “we,”“the Company”, “we”, “our” or, “ours” and “us” refer to Document Security Systems, Inc., and consolidated subsidiaries, unless otherwise indicated. References to “DSS” refer to Document Security Systems, Inc. In addition, references to our “financial statements” are to our consolidated financial statements except as the context otherwise indicates.requires.

The following is only a summary. We urge you to read the entire prospectus, including the more detailed consolidatedprepare our financial statements notesin United States dollars and in accordance with generally accepted accounting principles as applied in the United States, referred to the consolidated financial statementsas U.S. GAAP. In this prospectus, references to “$” and other information included herein or incorporated by reference from our other filings with the SEC. Investing in our securities involves significant risks. You should carefully consider the information provided under the heading “Risk Factors” starting on page 5. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements and the notes“dollars” are to the financial statements.

BUSINESSUnited States dollars.

Overview

Document Security Systems, Inc. (referred to in this prospectus as “Document Security Systems”, “Document Security,” “DSS,” “we,” “us,” “our” or “Company”) wasWe were formed in New York in 1984 and, in 2002, chose to strategically focus on becoming a developer and marketer of secure technologies. We specialize in fraud and counterfeit protection for all forms of printed documents and digital information. The Company holds numerous patents for optical deterrent technologies that provide protection of printed information from unauthorized scanning and copying. We operate three production facilities, a security and commercial printing facility, a packaging facility and a plastic card facility- where we produce secure and non-secure documents for our customers. We license our anti-counterfeiting technologies to printers and brand-owners. In addition, we have a digital division which provides cloud computing services for its customers, including disaster recovery, back-up and data security services.

Prior to 2006, the Company’s primary revenue source in its document security division was derived from the licensing of its technology. In 2006, the Company began a series of acquisitions designed to expand its ability to produce its products for end-user customers. In 2006, we acquired Plastic Printing Professionals, Inc., (“P3” or “DSS Plastics Group”), a privately held plastic cards manufacturer located in the San Francisco, California area. P3 is also referred to herein as the “DSS Plastics Group”. In 2008, we acquired substantially all of the assets of DPI of Rochester, LLC, a privately held commercial printer located in Rochester, New York, (“ Secuprint”referred to herein as “Secuprint” or “DSS Printing Group”). In 2010, wethe Company acquired Premier Packaging Corporation (“Premier Packaging” or “DSS Packaging Group”), a privately held packaging company located in the Rochester New York area. Premier Packaging is also referred to herein as the “DSS Packaging Group”. In May 2011, we acquired all of the capital stock of ExtraDev, Inc. (“ExtraDev”), a privately held information technology and cloud computing company located in the Rochester, New York area,area. ExtraDev is also referred to herein as the DSS“DSS Digital Group,Group”.

In 2011, weOctober 2012, the Company introduced AuthentiGuard®, an iPhone application for authentication, targeted to major pharmaceutical and other companies worldwide. The application is a cloud-enabled solution that permits efficient and cost effective authentication for packaging, documents and credentials. The solution embeds customizable, covert AuthentiGuard® Prism technology that resists duplication on copiers and scanners in a product's packaging. Product verification using the iPhone application creates real-time, accurate authentication results for brand owners that can be integrated our corporate brand and now dointo existing information systems.

The Company does business in four operating segments as follows:

DSS Printing Group -Provides— Provides secure and commercial printing services for end-user customers along with technical support for the Company’s technology licensees. The division produces a wide array of printed materials such as security paper, vital records, prescription paper, birth certificates, receipts, manuals, identification materials, entertainment tickets, secure coupons, parts tracking forms, brochures, direct mailing pieces, catalogs, business cards, etc. The division also provides the basis of research and development for itsthe Company’s security printing technologies.

DSS Plastics Group - — Manufactures laminated and surface printed cards which can include magnetic stripes, bar codes, holograms, signature panels, invisible ink, micro fine printing, guilloche patterns, Biometric, Radio Frequency Identification (RFID) and watermarks forprinted plastic documents such as ID cards, event badges, and driver’s licenses.

DSS Packaging Group -Produces— Produces custom paperboard packaging serving clients in the pharmaceutical, beverage, photo packaging, toy, specialty foods and direct marketing industries, among others.The division incorporates our security technologies into printed packaging to help companies prevent or deter brand and product counterfeiting.

DSS Digital Group - — Provides data center centric solutions to businesses and governments delivered via the “cloud”. This division is also developingdeveloped the Company’s iPhone based application that integrates some of the Company’s traditional optical deterrent technologies into proprietary digital data security technologies based on the Company’s optical deterrent technologies.  solutions for brand protection and product diversion prevention.

Our principal executive offices are located at 28 Main Street East, Suite 1525, Rochester, New York 14614. Our telephone number is (585) 325-3610.

Recent DevelopmentsCompletion of Merger with DSS Technology Management, Inc.

On August 30, 2011, Premier Packaging entered intoJuly 1, 2013 (the “Closing Date”), DSSIP, Inc., a purchase and sale agreement with Bzdick Properties, LLC, a New York limited liability companyDelaware corporation (“Bzdick Properties”Merger Sub”), to purchase the commercial real property known as 6 Framark Drive, Victor, New York for $1,500,000, which consisted of a $150,000 cash down payment, a $150,000 subordinated promissory note and a $1,200,000 loan from RBS Citizens Bank, N.Awholly-owned subsidiary ofDSS merged with and into DSS Technology Management., Inc. (f/k/a Lexington Technology Group, Inc.), a Delaware corporation (“Citizens Bank”DSSTM”). Prior, pursuant to this transaction, Premier Packaging was leasing this property from Bzdick Properties under a lease which was set to expire in January 2020 at the monthly rental rateterms and conditions of $13,333.33. By purchasing the property,previously announced Agreement and Plan of Merger, dated as of October 1, 2012 (as amended, the “Merger Agreement”), by and among the Company, reduced its net monthly outflowDSSTM, Merger Sub and Hudson Bay Master Fund Ltd. (“Hudson Bay”), as representative of cash by approximately $5,000 per month.

On December 30, 2011, we issuedDSSTM’s stockholders (the “Merger”). Effective on July 1, 2013 (the “Closing Date”), as a convertible promissory note to Mayer Laufer (the “Lender”), in the principal amount of $575,000. The proceedsresult of the note were usedMerger, DSSTM became a wholly-owned subsidiary of DSS. In connection with the Merger, the Company issued on the Closing Date, its securities to pay off a note previously entered into between oneDSSTM’s stockholders in exchange for the capital stock owned by DSSTM’s stockholders, as follows (the “Merger Consideration”): (i) an aggregate of our subsidiaries, Secuprint, and the Lender. Under the December 30, 2012 note, Lender may, at any time during the one year term of the note, convert up to $575,000 of the principal amount into16,558,387 shares of the Company’s common stock, at a conversion pricepar value $0.02 per share (the “Common Stock”) (which includes 2,500,000 Additional Shares and 240,559 Exchanged Shares, as such terms are defined in the Merger Agreement); (ii) 7,100,000 shares of $2.21 per share.

On February 13, 2012, we completed the sale of $3,000,000 of unitsCompany’s Common Stock to investorsbe held in a private placement (the “Offering”). Net proceedsescrow pursuant to an escrow agreement, dated July 1, 2013, entered into by and among the Company, from the Offering were approximately $2,800,000. The Offering consisted of the sale of common stockHudson Bay and warrants. A total of 967,740 shares of common stock were sold, andAmerican Stock Transfer & Trust Company, LLC, as escrow agent (the “Escrow Agreement”); (iii) warrants to purchase up to an aggregate of 483,870 shares of common stock at a price of $3.10 per share were issued to the investors in the Offering. The net proceeds of the Offering will be used for working capital purposes, payment of debt, and for further development of the Company’s intellectual property portfolio. The common stock issued in the Offering, and the common stock underlying the warrants that were issued in the Offering, are covered by this prospectus.

On February 29, 2012, we entered into an agreement whereby an existing commercial term note in the original principal amount of $650,000 was sold and transferred to an investor for a purchase price of $578,396. In connection with the sale and transfer of the commercial term note, the Company agreed to amend certain terms of the original note. The Company agreed to extend the maturity date of the note until July 13, 2013, and to structure the note as a convertible note under which the investor has a right to convert the principal and any accrued interest due thereunder into4,859,894 shares of the Company’s common stock,Common Stock, at a conversionan exercise price of $3.30$4.80 per share subjectand expiring on July 1, 2018; and (iv) warrants to adjustment uponpurchase up to an aggregate of 3,432,170 shares of the happeningCompany’s Common Stock, at an exercise price of certain corporate events$0.02 per share and expiring on July 1, 2023 (the “$.02 Warrants”), to DSSTM’s preferred stockholders that would beneficially own more than 9.99% of the shares of the Company’s Common Stock as a result of the Merger (the “Beneficial Ownership Condition”). In addition, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company’s Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of DSSTM’s common stock. In addition, the Company issued an aggregate of 786,678 shares of Common Stock to Palladium Capital Advisors, LLC as compensation for their services in connection with the transactions contemplated by the Merger Agreement. Of those shares issued to Palladium Capital Advisors, LLC, 400,000 are held in escrow pursuant to the same terms and conditions as those set forth in the transaction agreements. TheEscrow Agreement.

As a result of the consummation of the Merger, as of the Closing Date, the former stockholders of DSSTM own approximately 51% of the outstanding common stock of the combined company and the stockholders of the Company prior to the completion of the Merger own approximately 49% of the outstanding common stock of the combined company.

Pursuant to the Escrow Agreement, the shares of the Company’s purpose for entering into the transaction was to provide the possibility that the indebtedness under the original note would be converted to equityCommon Stock deposited in the near future. This commercial term note,escrow account will be released to the holders of the DSSTM common stock (pro rata on a fully-diluted basis as of the effective time of the Merger) if and when the closing price per share of the Company’s Common Stock exceeds $5.00 per share (as adjusted for stock splits, stock dividends and similar events) for 40 trading days within a continuous 90 trading day period following the closing of the Merger. If within one year following the closing of the Merger, such threshold is not achieved, the shares of the Company’s Common Stock held in escrow shall be cancelled and returned to the treasury of the Company. DSSTM stockholders will have voting rights with respect to the Company’s shares owned by such stockholders and held in escrow for one year following the closing of the Merger even though such shares may be cancelled and returned to the treasury of the Company if the condition for release of the shares held in escrow is not met.

If after one year, the shares held in escrow are cancelled because the conditions discussed above were not met, the former stockholders of DSSTM are expected to own approximately 45% of the outstanding common stock of the combined company and the subsequent conversions by the investorstockholders of the principalCompany prior to the completion of the Merger are expected to own approximately 55% of the outstanding common stock of the combined company (without taking into account any shares of the Company’s Common Stock held by DSSTM’s stockholders prior to the completion of the Merger, and accrued interest thereunder,excluding the exercise of any options and warrants).

The transaction will be accounted for as a business combination in accordance with the Business Combination Topic of the FASB ASC 805. Under the guidance, the assets and liabilities of the acquired business, DSSTM, are more fully describedrecorded at their fair value at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill, if any. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded.

DSSTM is a private intellectual property monetization company that recently acquired a patent portfolio of six patents and four pending patent applications relating to technology invented by Thomas Bascom (the “Bascom Portfolio”) and invested in VirtualAgility, a developer of user-friendly programming platforms that facilitate the SELLING SECURITY HOLDERS sectioncreation of this prospectus,sophisticated business applications without programming or coding. DSSTM is focused on page 14.the economic benefits of intellectual property assets through acquiring or internally developing patents or other intellectual property assets (or interests therein) and then monetizing such assets through a variety of value enhancing initiatives, including, but not limited to:

Our Corporate Information

We are headquartered in Rochester, New York and were incorporated in New York in 1984. Our principal offices are located at 28 East Main Street, Suite 1525, Rochester, New York 14614 and our telephone number is (585) 325-3610. Our principal website iswww.dsssecure.com. The information on or that can be accessed through our website is not part of this prospectus. We have included our website address as a factual reference and do not intend it to be an active link to our website.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other informationrisks described below before buying Common Stock offered in this prospectus before decidingoffering. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not currently known to invest inus or that we currently deem immaterial may impair our company.business operations. If any of the following risksadverse events described in this risk factors section actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result,financial condition could be materially adversely affected, the trading price of our Common Stock could decline and you couldmight lose all or part of your investment. We have had operating losses from time to time and cannot assure that we will be profitable in the foreseeable future. We make various statements in this section which constitute “forward-looking” statements under Section 27A of the Securities Act.

Risks RelatedWe have identified the following additional risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations in the future.    References to Our Company

An investmentthe “combined company” made in our Company is subjectthis registration statement relate to numerous risks, including the Risk Factors described below.recent business combination of DSS and DSSTM, whereby DSSTM became a wholly-owned subsidiary of DSS effective on July 1, 2013. Our business operating results or financial condition could be materially adversely affected by any offaces significant risks, and the following risks. The risks described below aremay not be the only onesrisks we face.  Additional risks we are not presently aware ofknown to us or that we currently believe are immaterial may also materially affectsignificantly impair our business. The tradingbusiness operations.  If any of these risks occur, our business, results of operations or financial condition could suffer, the market price of our common stock could decline dueand you could lose all or part of your investment in our common stock.

The failure to integrate successfully the businesses of DSS and DSSTM in the expected timeframe could adversely affect the combined company’s future results.

The success of the recently closed Merger will depend, in large part, on the ability of the combined company to realize the anticipated benefits from combining the businesses of DSS and DSSTM.

The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company’s failure to achieve some or all of the anticipated benefits of the Merger.

Potential difficulties that may be encountered in the integration process include the following:

DSS may not realize the potential value and benefits created by the Merger.

The success of the Merger will depend, in part, on DSS’s ability to realize the expected potential value and benefits created from integrating DSS’s existing business with DSSTM’s business, which includes the maximization of the economic benefits of the combined company’s intellectual property portfolio. The integration process may be complex, costly, and time-consuming. The difficulties of integrating the operations of DSSTM’s business could include, among others:

DSS may not accomplish the integration of DSSTM’s business smoothly, successfully, or within the anticipated costs or time frame. The diversion of the attention of management from DSS’s current operations to the integration effort and any difficulties encountered in combining businesses could prevent DSS from realizing the full expected potential value and benefits to result from the Merger and could adversely affect its business. In addition, the integration efforts could divert the focus and resources of the management of DSS and DSSTM from other strategic opportunities and operational matters during the integration process.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code (the “Code”), the stockholders of DSSTM may be required to pay substantial United States federal income taxes as a result of the Merger.

DSS and DSSTM intend that the Merger will qualify as a “reorganization” under Section 368(a) of the Code. DSS and DSSTM currently anticipate that the United States holders of shares of DSSTM capital stock generally should not recognize taxable gain or loss as a result of the Merger. However, neither DSS nor DSSTM has requested, or intends to request, a ruling from the IRS with respect to the tax consequences of the Merger, and there can be no assurance that the companies’ position would be sustained if challenged by the IRS. Accordingly, if there is a final determination that the Merger does not qualify as a “reorganization” under Section 368(a) of the Code and is taxable for United States federal income tax purposes, DSSTM stockholders generally would recognize taxable gain or loss on their receipt of equity securities of DSS in connection with the Merger equal to the difference between such stockholder’s adjusted tax basis in their shares of DSSTM capital stock and the fair market value of the equity securities of DSS.

The combined company will be dependent on certain key personnel, and the loss of these risks.key personnel could have a material adverse effect on the combined company’s business, financial conditions and results of operations.

The success and future prospects of the combined company largely depend on the skills, experience and efforts of its key personnel, including Jeffrey Ronaldi, Peter Hardigan and Robert Bzdick. The loss of Messrs. Ronaldi, Hardigan and/or Bzdick, or other executives and managers of the combined company, or the combined company’s failure to retain other key personnel, could jeopardize the combined company’s ability to execute its strategic plan and materially harm its business.

The Merger resulted in changes to the DSS board of directors and the combined company may pursue different strategies than either DSS or DSSTM may have pursued independently.

The board of directors of DSS following the Merger consists of eight (8) directors, four designated by DSSTM and four designated by DSS. Currently, it is anticipated that the combined company will maximize the economic benefits of its intellectual property portfolio, add significant talent in technological innovation and potentially enhance its opportunities for revenue generation through the monetization of the combined company’s assets. However, because the composition of the board of directors of the combined company will consist of directors from both DSS and DSSTM, the combined company may determine to pursue certain business strategies that neither DSS nor DSSTM would have pursued independently.

The success of the combined company will depend in part on relationships with third parties, which relationships may be affected by third-party preferences or public attitudes about the Merger. Any adverse changes in these relationships could adversely affect the combined company’s business, financial condition, or results of operations.

The combined company’s success will be dependent on its ability to maintain and renew the business relationships of both DSS and DSSTM and to establish new business relationships. There can be no assurance that the management of the combined company will be able to maintain such business relationships, or enter into or maintain new business contracts and other business relationships, on acceptable terms, if at all. The failure to maintain important business relationships could have a material adverse effect on the business, financial condition, or results of operations of the combined company.

Future results of the combined company may differ materially from the unaudited pro forma financial statements presented in the Company’s proxy statement/prospectus and the financial forecasts prepared by DSS and DSSTM in connection with discussions concerning the Merger.

The future results of the combined company may be materially different from those shown in the unaudited pro forma combined financial statements presented in the proxy statement/prospectus filed by the Company with the SEC, which show only a combination of the historical results of DSS and DSSTM, prepared by DSS and DSSTM in connection with the Merger. DSS expects to incur significant costs associated with combining the operations of the two companies. The exact magnitude of these costs are not yet known, but are estimated to be approximately $1,000,000. Furthermore, these costs may decrease the capital that the combined company could use for continued development of the combined company’s business in the future or may cause the combined company to seek to raise new capital sooner than expected.

The combined company may require additional capital to support its present business plan and its anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect the combined company’s ability to operate.

DSS believes that the Bascom intellectual property will significantly augment the scope and value of DSS’s litigation and licensing business without impacting its current operations or resource allocation plan.

The Bascom Portfolio will expand upon DSS’s licensing potential and ability to compete within its current areas of commercial focus. DSS’s primary commercial focus is to develop integrated security solutions for authentication and brand protection that incorporate DSS’s proprietary print and digital technologies such as its suite of AuthentiGuard patents, the DSS Digital Group’s cloud computing platform and intellectual property, and customized software that delivers digital security solutions via standard handheld devices (such as the apple iPhone) and the cloud. DSS anticipates that this commercial focus will benefit from the integration of technical “know-how” from Thomas Bascom, the President and Chief Technology Officer of Bascom Research, as well as from the ability to use the current Bascom Portfolio and any potential new derivative technologies that may be co-developed and licensed. DSS initially will be the only competitor in the marketplace that is a licensee of the Bascom Portfolio, which may lead to additional licensing opportunities for DSS with customers or competitors.

The Bascom Research intellectual property licensing program provides a significant new potential income stream for DSS’s litigation and licensing business that will be funded by DSSTM, and as such, will not alter the current resource allocation for DSS’s existing litigation and licensing business. DSSTM has delivered approximately $6.25 million in capital (net of transaction fees) in connection with the Merger, which will be used in part to fund the Bascom Research licensing effort. We havedo not expect that DSS capital resources will initially be used for Bascom Research, and the Bascom Research effort will not initially divert other DSS resources aside from requiring some oversight by the current DSS General Counsel, who will be involved in all ongoing litigation and licensing matters for the combined company.

The combined company may require additional funds to further develop its business plan. Based on current operating plans of DSS and DSSTM, the current resources of the combined company are expected to be sufficient to fund its planned operations into the fourth quarter of 2014. Since it is impossible to predict the timing and amount of any recovery, if any, resulting from the DSSTM litigation, we anticipate that we will need to raise additional funds through equity offerings in order to meet our liquidity requirements in the fourth quarter of 2014. However, if revenues of DSS do not meet expectations or if operating expenses exceed expectations, or a combination of both, then the combined company may require additional resources prior to the fourth quarter of 2014. Any such financing that DSS undertakes will likely be dilutive to DSS’s current stockholders.

The combined company intends to continue to make investments to support its business growth, including patent or other intellectual property asset creation. In addition, the combined company may also need additional funds to respond to business opportunities and challenges, including its ongoing operating expenses, protecting its assets, satisfying debt payment obligations, developing new lines of business and enhancing its operating infrastructure. While the combined company may need to seek additional funding for such purposes, it may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of the combined company’s financings may be dilutive to, or otherwise adversely affect, holders of its common stock. The combined company may also seek additional funds through arrangements with collaborators or other third parties. The combined company may not be able to negotiate any such arrangements on acceptable terms, if at all. If the combined company is unable to obtain additional funding on a timely basis, it may be required to curtail or terminate some or all of its business plans.

Risks Related to DSS’s Business

DSS is currently subject to the additional risks described below.

DSS has a history of losses.

We haveDSS has a history of losses. In first six months of 2013 and for the fiscal years of 2012, 2011, and 2010, and 2009, weDSS incurred losses of approximately $3.1 million, $4.3 million, $3.2 million, and $3.5 million, and $4.0 million, respectively. OurDSS’s results of operations in the future will depend on many factors, but largely on ourDSS’s ability to successfully market ourDSS’s anti-counterfeiting products, technologies and services. OurDSS’s failure to achieve profitability in the future could adversely affect the trading price of ourits common stock and ourits ability to raise additional capital and, accordingly, ourits ability to continue to grow ourits business. There can be no assurance that weDSS will succeed in addressing any or all of these risks, and the failure to do so could have a material adverse effect on ourDSS’s business, financial condition and operating results.

We haveDSS has a significant amount of indebtedness, some of which is secured by theits assets, of the Company, and may be unable to satisfy ourits obligations to pay interest and principal thereon when due.

As of December 31, 2011, we haveJune 30, 2013, DSS has the following significant amounts of outstanding indebtedness:

All of the Citizens Bank credit facilities are subject to various covenants including a fixed charge converagecoverage ratio, tangible net worth and current ratio. The Citizens Bank obligations are secured by all of the assets of Premier Packaging and are also secured through cross guarantees by Document Security SystemsDSS and the Company’sits other wholly ownedwholly-owned subsidiaries, P3 and Secuprint.

If weDSS were to default on any of the above indebtedness, and the creditors were to foreclose on secured assets, this could have a material adverse effect on ourDSS’s business, financial condition and operating results.

If we areDSS is unable to adequately protect ourits intellectual property, ourits competitive advantage may disappear.

OurThe success of DSS will be determined in part by ourits ability to obtain United States and foreign patent protection for ourits technology and to preserve ourits trade secrets. Because of the substantial length of time and expense associated with developing new document security technology, we placeDSS places considerable importance on patent and trade secret protection. We intendDSS intends to continue to rely primarily on a combination of patent protection, trade secrets, technical measures, copyright protection and nondisclosure agreements with ourits employees and customers to establish and protect the ideas, concepts and documentation of software and trade secrets developed by us. OurDSS. DSS’s ability to compete and the ability of ourits business to grow could suffer if these intellectual property rights are not adequately protected. There can be no assurance that ourDSS’s patent applications will result in patents being issued or that current or additional patents will afford protection against competitors. Failure of ourDSS’s patents, copyrights, trademarks and trade secret protection, non-disclosure agreements and other measures to provide protection of ourits technology and ourits intellectual property rights could enable ourDSS’s competitors to more effectively compete with usit and have an adverse effect on ourDSS’s business, financial condition and results of operations. In addition, ourDSS’s trade secrets and proprietary know-how may otherwise become known or be independently discovered by others. No guarantee can be given that others will not independently develop substantially equivalent proprietary information or techniques, or otherwise gain access to ourDSS’s proprietary technology.

In addition, weDSS may be required to litigate in the future to enforce ourits intellectual property rights, to protect ourits trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on ourDSS’s business, financial condition or results of operations, and there can be no assurances of the success of any such litigation.

WeDSS may face intellectual property infringement or other claims against us, ourit, its customers or ourits intellectual property that could be costly to defend and result in ourits loss of significant rights.

Although we haveDSS has received patents with respect to certain technologies of ours,its technologies, there can be no assurance that these patents will afford usDSS any meaningful protection. Although we believeDSS believes that ourits use of the technology and products weit has developed and other trade secrets used in ourits operations do not infringe upon the rights of others, ourDSS’s use of the technology and trade secrets weit developed may infringe upon the patents or intellectual property rights of others. In the event of infringement, weDSS could, under certain circumstances, be required to obtain a license or modify aspects of the technology and trade secrets weit developed or refrain from using the same. WeDSS may not have the necessary financial resources to defend an infringement claim made against usit or be able to successfully terminate any infringement in a timely manner, upon acceptable terms and conditions or at all. Failure to do any of the foregoing could have a material adverse effect on usDSS and ourits financial condition. Moreover, if the patents, technology or trade secrets weDSS developed or useuses in ourits business are deemed to infringe upon the rights of others, weDSS could, under certain circumstances, become liable for damages, which could have a material adverse effect on usDSS and ourits financial condition. As we continueDSS continues to market ourits products, weDSS could encounter patent barriers that are not known today. A patent search may not disclose all related applications that are currently pending in the United States Patent Office, and there may be one or more such pending applications that would take precedence over any or all of ourDSS’s applications.

Furthermore, third parties may assert that ourDSS’s intellectual property rights are invalid, which could result in significant expenditures by usDSS to refute such assertions. If we becomeDSS becomes involved in litigation, weDSS could lose ourits proprietary rights, be subject to damages and incur substantial unexpected operating expenses. Intellectual property litigation is expensive and time-consuming, even if the claims are subsequently proven unfounded, and could divert management’s attention from ourDSS’s business. If there is a successful claim of infringement, weDSS may not be able to develop non-infringing technology or enter into royalty or license agreements on acceptable terms, if at all. If we areDSS is unsuccessful in defending claims that ourits intellectual property rights are invalid, weDSS may not be able to enter into royalty or license agreements on acceptable terms, if at all. This could prohibit usDSS from providing ourits products and services to customers, which could have a material adverse effect on usDSS and ourits financial condition.

The value of ourDSS’s intangible assets may not be equal to their carrying values.

As of December 31, 2011, weJune 30, 2013, DSS had approximately $5.4$5.1 million of net intangible assets, including goodwill. We areDSS is required to evaluate the carrying value of such intangibles. Whenever events or changes in circumstances indicate that the carrying value of an intangible asset, including goodwill, may not be recoverable, weDSS will have to determine whether there has been impairment by comparing the anticipated undiscounted cash flows (discounted cash flows for goodwill) from the operation and eventual disposition of the product line with its carrying value. If any of ourDSS’s intangible assets are deemed to be impaired then it will result in a significant reduction of the operating results in such period. No impairments were recognized during the six months ended June 30, 2013 and the year ended December 31, 2011. An impairment of patent acquisition costs of $377,000 was recognized in the fourth quarter of 2010 as a result of adverse decisions in the Company’s patent infringement case against the ECB which caused the Company to reduce the estimated cash flows that supported the Company’s capitalized patent acquisition based intangible asset.2012.

Certain of ourDSS’s recently developed products are not yet commercially accepted and there can be no assurance that those products will be accepted, which would adversely affect ourDSS’s financial results.

Over the past several years, we haveDSS has spent significant funds and time to create new products by applying ourits technologies onto media other than paper, including plastic and cardboard packaging, and delivery of ourDSS’s technologies digitally. We haveDSS has had limited success to date in selling ourits products that are on cardboard packaging and those that are delivered digitally. OurDSS’s business plan for 2012the remainder of 2013 and beyond includes plans to incur significant marketing, intellectual property development and sales costs for these newer products, particularly the digitally delivered products. If we areDSS is not able to sell these new products, ourits financial results will be adversely affected.

The results of ourDSS’s research and development efforts are uncertain and there can be no assurance of the commercial success of ourits products.

We believeDSS believes that weit will need to continue to incur research and development expenditures to remain competitive. The products weDSS is currently are developing or may develop in the future may not be technologically successful. In addition, the length of ourDSS’s product development cycle may be greater than weit originally expected and weDSS may experience delays in future product development. If ourDSS’s resulting products are not technologically successful, they may not achieve market acceptance or compete effectively with ourDSS’s competitors’ products.

Changes in document security technology and standards could render ourDSS’s applications and services obsolete.

The market for document security products, applications, and services is fast moving and evolving. Identification and authentication technology is constantly changing as weDSS and ourits competitors introduce new products, applications, and services, and retire old ones as customer requirements quickly develop and change. In addition, the standards for document security are continuing to evolve. If any segments of ourDSS’s market adopt technologies or standards that are inconsistent with ourDSS’s applications and technology, sales to those market segments could decline, which could have a material adverse effect on usDSS and ourits financial condition.

The market in which we operateDSS operates is highly competitive, and weDSS may not be able to compete effectively, especially against established industry competitors with greater market presence and financial resources.

OurDSS’s market is highly competitive and characterized by rapid technological change and product innovations. OurDSS competitors may have advantages over usDSS because of their longer operating histories, more established products, greater name recognition, larger customer bases, and greater financial, technical and marketing resources. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, and devote greater resources to the promotion and sale of their products. Competition may also force usDSS to decrease the price of ourDSS’s products and services. WeDSS cannot assure you that weit will be successful in developing and introducing new technology on a timely basis, new products with enhanced features, or that these products, if introduced, will enable usDSS to establish selling prices and gross margins at profitable levels.

Our

DSS’s growth strategy depends, in part, on ourDSS acquiring complementary businesses and assets and expanding ourDSS’s existing operations to include manufacturing capabilities, which weDSS may be unable to do.

OurDSS’s growth strategy is based, in part, on ourits ability to acquire businesses and assets that are complementary to ourits existing operations and expanding ourDSS’s operations to include manufacturing capabilities. WeDSS may also seek to acquire other businesses. The success of this acquisition strategy will depend, in part, on ourDSS’s ability to accomplish the following:

Although we haveDSS has been able to make acquisitions in the past, there can be no assurance that weDSS will be successful in pursuing any or all of these steps on future transactions. OurDSS’s failure to implement ourits acquisition strategy could have an adverse effect on other aspects of ourDSS’s business strategy and ourits business in general. WeDSS may not be able to find appropriate acquisition candidates, acquire those candidates that we findDSS finds or integrate acquired businesses effectively or profitably.

Our acquisition program and strategy may lead us to contemplate acquisitions of companies in bankruptcy, which entail additional risks and uncertainties. Such risks and uncertainties include, without limitation, that, before assets may be acquired, customers may leave in search of more stable providers and vendors may terminate key relationships. Also, assets are generally acquired on an “as is” basis, with no recourse to the seller if the assets are not as valuable as may be represented. Finally, while bankrupt companies may be acquired for comparatively little money, the cost of continuing the operations may significantly exceed expectations.

We haveDSS has in the past used, and may continue to use, ourits common stock as payment for all or a portion of the purchase price for acquisitions. If we issueDSS issues significant amounts of ourits common stock for such acquisitions, this could result in substantial dilution of the equity interests of ourDSS stockholders.

If we failDSS fails to retain ourcertain of its key personnel and attract and retain additional qualified personnel, weDSS might not be able to pursue ourits growth strategy.

OurDSS’s future success depends upon the continued service of ourcertain of its executive officers and other key sales and research personnel who possess longstanding industry relationships and technical knowledge of ourDSS products and operations. The loss of any of our key employees could negatively impact our ability to pursue our growth strategy and conduct operations. Although we believeDSS believes that ourits relationship with these individuals is positive, there can be no assurance that the services of these individuals will continue to be available to usDSS in the future. There can be no assurance that these persons will continueagree to agreecontinue to be employed by usDSS after the expiration dates of their current contracts.

If we doDSS does not successfully expand ourits sales force, weit may be unable to increase ourits revenues.

WeDSS must expand the size of ourits marketing activities and sales force to increase revenues. We continueDSS continues to evaluate various methods of expanding ourits marketing activities, including the use of outside marketing consultants and representatives and expanding ourits in-house marketing capabilities. If we areDSS is unable to hire or retain qualified sales personnel or if newly hired personnel fail to develop the necessary skills to be productive, or if they reach productivity more slowly than anticipated, ourDSS’s ability to increase ourits revenues and grow could be compromised. The challenge of attracting, training and retaining qualified candidates may make it difficult to meet ourDSS’s sales growth targets. Further, weDSS may not generate sufficient sales to offset the increased expense resulting from expanding ourDSS’s sales force or weDSS may be unable to manage a larger sales force.

Future growth in ourDSS’s business could make it difficult to manage ourDSS’s resources.

OurDSS’s anticipated business expansion could place a significant strain on ourits management, administrative and financial resources. Significant growth in ourDSS’s business may require usit to implement additional operating, product development and financial controls, improve coordination among marketing, product development and finance functions, increase capital expenditures and hire additional personnel. There can be no assurance that weDSS will be able to successfully manage any substantial expansion of ourits business, including attracting and retaining qualified personnel. Any failure to properly manage ourits future growth could negatively impact ourits business and operating results.

WeDSS cannot predict ourits future capital needs and weDSS may not be able to secure additional financing.

WeDSS may need to raise additional funds in the future to fund ourits working capital needs, to fund more aggressive expansion of ourits business, to complete development, testing and marketing of ourits products and technologies, or to make strategic acquisitions or investments. WeDSS may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for usDSS to finance ourits development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of ourDSS stockholders or may require that weDSS relinquish rights to certain of ourits technologies or products. In addition, weDSS may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, weDSS may have to delay or scale back ourits growth plans.

Risks Related to Our Industry

If we areDSS is unable to respond to regulatory or industry standards effectively, ourits growth and development could be delayed or limited.

OurDSS’s future success will depend in part on ourits ability to enhance and improve the functionality and features of ourits products and services in accordance with regulatory or industry standards. OurDSS’s ability to compete effectively will depend in part on ourits ability to influence and respond to emerging industry governmental standards in a timely and cost-effective manner. If we areDSS is unable to influence these or other standards or respond to these or other standards effectively, ourits growth and development of various products and services could be delayed or limited.

Increased emphasis on expanding our marketing efforts to foreign countries subjects us to risks that are in addition to those to which we are exposed in our domestic operations.

We believe that revenue from sales of products and services to commercial, governmental and other customers outside the United States could represent a growing percentage of our total revenue in the future. International sales efforts are subject to a number of risks that can adversely affect our sales of products and services to customers outside the United States, including:

We do not maintain operational infrastructure for international business. We depend on international business partners and licensees for support of our international marketing efforts. These factors may result in greater risk of performance problems or of reduced profitability with respect to our international sales efforts. In addition, if foreign customers, particularly foreign governmental authorities, terminate or delay the implementation of our products and services, it may be difficult for us to generate profitable business in these foreign jurisdictions.

Changes in the laws and regulations to which weDSS are subject may increase ourDSS’s costs.

We areDSS is subject to numerous laws and regulations, including, but not limited to, environmental and health and welfare benefit regulations, as well as those associated with being a public company. These rules and regulations may be changed by local, state, provincial, national or foreign governments or agencies. Such changes may result in significant increases in ourDSS’s compliance costs. Compliance with changes in rules and regulations could require increases to ourDSS’s workforce, and could result in increased costs for services, compensation and benefits, and investment in new or upgraded equipment.

Declines in general economic conditions or acts of war and terrorism may adversely impact ourDSS’s business.

Demand for printing services is typically correlated with general economic conditions. The recent declines in U.S.United States economic conditions have adversely impacted ourDSS’s business and results of operations, and may continue to do so for the foreseeable future. The overall business climate of ourDSS’s industry may also be impacted by domestic and foreign wars or acts of terrorism, which events may have sudden and unpredictable adverse impacts on demand for ourDSS’s products and services.

Post-Merger Risks Related to OurDSSTM’s Business, which, effective on July 1, 2013, operates as a wholly-owned subsidiary of DSS.

DSSTM’s limited operating history makes it difficult to evaluate its current business and future prospects.

DSSTM is a newly formed development stage company and has generated minimal revenue to date and has incurred expenses which exceed its revenues. DSSTM was incorporated in May 2012 and acquired a portfolio of patents fromThomas Bascom in July 2012, and also invested in VirtualAgility in March 2013 and again in August 2013. Therefore, DSSTM not only has a very limited operating history, but also a very limited track record in executing its business model which includes, among other things, creating, prosecuting, licensing, litigating or otherwise monetizing its patent assets. DSSTM’s limited operating history makes it difficult to evaluate its current business model and future prospects.

In light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development with limited operating history, there is a significant risk that DSSTM will not be able to:

If DSSTM cannot execute any one of the foregoing or similar matters relating to its operations, its business may fail.

DSSTM is presently reliant primarily on the patent assets it recently acquired. If DSSTM is unable to license or otherwise monetize such assets and generate revenue and profit through those assets or by other means, there is a significant risk that DSSTM’s business would fail.

In July 2012, DSSTM acquired a portfolio of patent assets from Thomas Bascom that DSSTM plans to license or otherwise monetize. If DSSTM’s efforts to generate revenue from such assets fail, DSSTM will have incurred significant losses and may be unable to acquire additional assets. If this occurs, DSSTM’s business would likely fail.

DSSTM has commenced legal proceedings against five companies, including Facebook, Inc. and LinkedIn Corporation, and DSSTM expects such litigation to be time-consuming and costly, which may adversely affect DSSTM’s financial condition and its ability to operate its business.

To license or otherwise monetize the patent assets DSSTM acquired from Thomas Bascom, DSSTM commenced legal proceedings against five companies, including Facebook, Inc. and LinkedIn Corporation, pursuant to which DSSTM alleges that such companies infringe on one or more of DSSTM’s patents. DSSTM’s viability is highly dependent on the outcome of this litigation, and there is a risk that DSSTM may be unable to achieve the results it desires from such litigation, which failure would harm DSSTM’s business to a great degree. In addition, the defendants in this litigation are much larger than DSSTM and have substantially more resources than DSSTM does, which could make DSSTM’s litigation efforts more difficult.

DSSTM anticipates that these legal proceedings may continue for several years and may require significant expenditures for legal fees and other expenses. Disputes regarding the assertion of patents and other intellectual property rights are highly complex and technical. Once initiated, DSSTM may be forced to litigate against others to enforce or defend DSSTM’s intellectual property rights or to determine the validity and scope of other parties’ proprietary rights. The defendants or other third parties involved in the lawsuits in which DSSTM is involved may allege defenses and/or file counterclaims in an effort to avoid or limit liability and damages for patent infringement. If such defenses or counterclaims are successful, they may have a great impact on the value of the patents and preclude DSSTM’s ability to derive licensing revenue from the patents, or any revenue. Therefore, a negative outcome of any such litigation, or one or more claims contained within any such Litigation, could materially and adversely impact DSSTM’s business. Additionally, DSSTM anticipates that its legal fees and other expenses will be material and will negatively impact DSSTM’s financial condition and results of operations and may result in its inability to continue its business. DSSTM estimates that its legal fees over the next twelve months will be approximately $2,000,000. Expenses thereafter are dependent on the outcome of the litigation; in the event the case is appealed, legal fees over the course of the subsequent twelve months would be approximately $2,000,000. The costs of enforcing DSSTM’s patent rights may exceed its recoveries from such enforcement activities. In addition, the primary law firm being utilized by DSSTM for such litigation would be entitled to a certain percentage of any recoveries from the litigation or licensing of the patents. The inventor of the patents is likewise entitled to a percentage of such recoveries, as is IP Navigation Group, the intellectual property consulting firm engaged by DSSTM in connection with its efforts to acquire and monetize this portfolio of patents. Accordingly, in order for DSSTM to generate a profit from its patent enforcement and monetization activities, the revenues from such enforcement and monetization activities must be high enough to offset both the cash outlays and the contingent fees payable from such revenues. DSSTM’s failure to monetize its patent assets would significantly harm its business.

While DSSTM believes that the patents acquired from Thomas Bascom are infringed by the defendants in the Litigation, there is a risk that a court will find the patents invalid, not infringed or unenforceable and/or that the US Patent and Trademark Office (USPTO) will either invalidate the patents or materially narrow the scope of their claims during the course of a re-examination. In addition, even with a positive trial court verdict, the patent may be invalidated, found not infringed or rendered unenforceable on appeal. This risk may occur either presently in DSSTM’s initial litigation or from time to time in connection with future litigations DSSTM may bring. If this were to occur, it would have a material adverse effect on the viability of its company and its operations.

DSSTM believes that certain social and business networking and other companies infringe on at least four of its patents, but recognizes that obtaining and collecting a judgment against such infringers may be difficult or impossible. Patent litigation is inherently risky and the outcome is uncertain. Some of the parties DSSTM believes infringe on DSSTM’s patents are large and well-financed companies with substantially greater resources than DSSTM. DSSTM believes that these parties will devote a substantial amount of resources in an attempt to avoid or limit a finding that they are liable for infringing DSSTM’s patents or, in the event liability is found, to avoid or limit the amount of associated damages. In addition, there is a risk that these parties may file re-examinations or other proceedings with the USPTO or other government agencies in an attempt to invalidate, narrow the scope or render unenforceable the patents DSSTM acquired from Thomas Bascom. As of the date of this registration statement, DSSTM has settled with two defendants, and is legally precluded from disclosing other developments in the cases.

At this time, DSSTM cannot predict the outcome of such potential litigation or administrative action, and if DSSTM is unsuccessful in its litigation efforts for any reason, the value of the patents acquired from Thomas Bascom, which are DSSTM’s most significant assets, would be significantly reduced and DSSTM’s business, financial condition and results of operations would be significantly harmed.

Moreover, in connection with any of DSSTM’s present or future patent enforcement actions, it is possible that a defendant may request and/or a court may rule that DSSTM has violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against DSSTM or its operating subsidiaries or award attorneys’ fees and/or expenses to one or more defendants, which could be material, and if DSSTM or its subsidiaries are required to pay such monetary sanctions, attorneys’ fees and/or expenses, such payment could materially harm DSSTM’s operating results and its financial position.

In addition, it is difficult in general to predict the outcome of patent enforcement litigation at the trial level. There is a higher rate of appeals in patent enforcement litigation than more standard business litigation. Such appeals are expensive and time-consuming, and the outcomes of such appeals are sometimes unpredictable, resulting in increased costs and reduced or delayed revenue.

Finally, DSSTM believes that the more prevalent patent enforcement actions become, the more difficult it will be for DSSTM to license its patents without engaging in litigation. As a result, DSSTM may need to increase the number of its patent enforcement actions to cause infringing companies to license the patent or pay damages for lost royalties. This will adversely affect DSSTM’s operating results due to the high costs of litigation and the uncertainty of the results.

If DSSTM is unsuccessful in its pending litigation or is unable to adequately protect its patent rights, the value of such patents would be significantly reduced and DSSTM’s business would be negatively impacted.

DSSTM believes its patents are valid, enforceable and valuable. Notwithstanding this belief, third parties may make claims of infringement or invalidity claims with respect to DSSTM’s patents and such claims could give rise to material costs for defense or settlement or both, jeopardize or substantially delay a successful outcome of litigation DSSTM is or may become involved in, or otherwise materially and adversely affect its business. At this time, DSSTM cannot predict the outcome of its current pending patent infringement litigation. If DSSTM is unsuccessful in its litigation efforts for any reason or is otherwise unable to protect its patent rights, the value of the patents acquired from Thomas Bascom, which are DSSTM’s most significant assets, would be significantly reduced and DSSTM’s business, financial condition and results of operations would be significantly harmed.

DSSTM may be unable to retain key advisors and legal counsel to represent DSSTM in the current patent infringement Litigation and in future legal proceedings.

The success of DSSTM’s pending legal proceedings and future legal proceedings depends in part upon DSSTM’s ability to retain key advisors and legal counsel to represent DSSTM in such litigation. The retention of such key advisors and legal counsel is likely to be expensive and DSSTM may not be able to retain such key advisors and legal counsel on favorable economic terms. Therefore, DSSTM may be unable to retain key advisors and legal counsel to represent DSSTM in its litigation, which could have a material adverse effect on DSSTM’s business.

The patent infringement cases initiated by DSSTM will likely take longer and be more expensive in the United States District Court in the Northern District of California than if the cases were litigated in the United States District Court for the Eastern District of Virginia.

DSSTM’s wholly-owned subsidiary, Bascom Research LLC, initiated its patent infringement litigation in the United States District Court for the Eastern District of Virginia. It is difficult to predict the length of time it will take to complete such litigation. In December, 2012, the lawsuits were transferred to the United States District Court in the Northern District of California. As of the date of this Registration Statement, DSSTM has settled with two defendants, and is legally precluded from disclosing certain other developments in the cases. As of October 11, 2013, Bascom Research has reached settlements with two defendants in connection with its ongoing litigation in the Northern District of California and the case against Salesforce.com was dismissed. Bascom Research is precluded from releasing the specific terms and in certain cases, the existence of its settlements as a result of confidentiality provisions contained in the various settlement agreements. The litigation is still pending against the other defendants (including Facebook, Inc. and LinkedIn Corporation). DSSTM believes that as a result of the transfer to California, the patent infringement litigation may take significantly longer, become more expensive, and possibly adversely impact the financial position of DSSTM moving forward.

DSSTM may seek to internally develop additional new inventions and intellectual property, which would take time and would be costly. Moreover, the failure to obtain or maintain intellectual property rights for such inventions would lead to the loss of DSSTM’s investments in such activities.

Members of DSSTM’s management team have significant experience as inventors. As such, part of DSSTM’s business may include the internal development of new inventions and intellectual property that DSSTM will seek to monetize. However, this aspect of DSSTM’s business would likely require significant capital and would take time to achieve. Such activities could also distract DSSTM’s management team from its present business initiatives, which could have a material and adverse effect on DSSTM’s business. There is also the risk that DSSTM’s initiatives in this regard would not yield any viable new inventions or technology, which would lead to a loss of DSSTM’s investments in time and resources in such activities.

In addition, even if DSSTM is able to internally develop new inventions, in order for those inventions to be viable and to compete effectively, DSSTM would need to develop and maintain, and it would heavily rely on, a proprietary position with respect to such inventions and intellectual property. However, there are significant risks associated with any such intellectual property DSSTM may develop principally including the following:

DSSTM cannot be certain that patents will be issued as a result of any future applications, or that any of DSSTM’s patents, once issued, will provide DSSTM with adequate protection from competing products. For example, issued patents may be circumvented or challenged, declared invalid or unenforceable, or narrowed in scope. In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries, DSSTM cannot be certain that it will be the first to make its additional new inventions or to file patent applications covering those inventions. It is also possible that others may have or may obtain issued patents that could prevent DSSTM from commercializing DSSTM’s products or require DSSTM to obtain licenses requiring the payment of significant fees or royalties in order to enable DSSTM to conduct its business. As to those patents that DSSTM may license or otherwise monetize, DSSTM’s rights will depend on maintaining its obligations to the licensor under the applicable license agreement, and DSSTM may be unable to do so. DSSTM’s failure to obtain or maintain intellectual property rights for DSSTM’s inventions would lead to the loss of DSSTM’s investments in such activities, which would have a material and adverse effect on DSSTM’s company.

Moreover, patent application delays could cause delays in recognizing revenue from DSSTM’s internally generated patents and could cause DSSTM to miss opportunities to license patents before other competing technologies are developed or introduced into the market.

New legislation, regulations or court rulings related to enforcing patents could harm DSSTM’s business and operating results.

If Congress, the United States Patent and Trademark Office or courts implement new legislation, regulations or rulings that impact the patent enforcement process or the rights of patent holders, these changes could negatively affect DSSTM’s business model. For example, limitations on the ability to bring patent enforcement claims, limitations on potential liability for patent infringement, lower evidentiary standards for invalidating patents, increases in the cost to resolve patent disputes and other similar developments could negatively affect DSSTM’s ability to assert its patent or other intellectual property rights.

In addition, on September 16, 2011, the Leahy-Smith America Invents Act (or the Leahy-Smith Act), was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These changes include provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. The U.S. Patent and Trademark Office is currently developing regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act will not become effective until one year or 18 months after its enactment. Accordingly, it is too early to tell what, if any, impact the Leahy-Smith Act will have on the operation of DSSTM’s business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of DSSTM’s issued patents, all of which could have a material adverse effect on DSSTM’s business and financial condition.

Further, and in general, it is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become enacted as laws. Compliance with any new or existing laws or regulations could be difficult and expensive, affect the manner in which DSSTM conducts its business and negatively impact DSSTM’s business, prospects, financial condition and results of operations.

DSSTM’s acquisitions of patent assets may be time consuming, complex and costly, which could adversely affect DSSTM’s operating results.

Acquisitions of patent or other intellectual property assets, which are and will be critical to DSSTM’s business plan, are often time consuming, complex and costly to consummate. DSSTM may utilize many different transaction structures in its acquisitions and the terms of such acquisition agreements tend to be heavily negotiated. As a result, DSSTM expects to incur significant operating expenses and will likely be required to raise capital during the negotiations even if the acquisition is ultimately not consummated. Even if DSSTM is able to acquire particular patent assets, there is no guarantee that DSSTM will generate sufficient revenue related to those patent assets to offset the acquisition costs. While DSSTM will seek to conduct confirmatory due diligence on the patent assets DSSTM is considering for acquisition, DSSTM may acquire patent assets from a seller who does not have proper title to those assets. In those cases, DSSTM may be required to spend significant resources to defend DSSTM’s interest in the patent assets and, if DSSTM is not successful, its acquisition may be invalid, in which case DSSTM could lose part or all of its investment in the assets.

DSSTM may also identify patent or other intellectual property assets that cost more than DSSTM is prepared to spend with its own capital resources. DSSTM may incur significant costs to organize and negotiate a structured acquisition that does not ultimately result in an acquisition of any patent assets or, if consummated, proves to be unprofitable for DSSTM. These higher costs could adversely affect DSSTM’s operating results, and if DSSTM incurs losses, the value of its securities will decline.

In addition, DSSTM may acquire patents and technologies that are in the early stages of adoption in the commercial, industrial and consumer markets. Demand for some of these technologies will likely be untested and may be subject to fluctuation based upon the rate at which DSSTM’s licensees will adopt its patents and technologies in their products and services. As a result, there can be no assurance as to whether technologies DSSTM acquires or develops will have value that it can monetize.

In certain acquisitions of patent assets, DSSTM may seek to defer payment or finance a portion of the acquisition price. This approach may put DSSTM at a competitive disadvantage and could result in harm to DSSTM’s business.

DSSTM has limited capital and may seek to negotiate acquisitions of patent or other intellectual property assets where DSSTM can defer payments or finance a portion of the acquisition price. These types of debt financing or deferred payment arrangements may not be as attractive to sellers of patent assets as receiving the full purchase price for those assets in cash at the closing of the acquisition. As a result, DSSTM might not compete effectively against other companies in the market for acquiring patent assets, many of whom have greater cash resources than DSSTM has. In addition, any failure to satisfy DSSTM’s debt repayment obligations may result in adverse consequences to its operating results.

Any failure to maintain or protect DSSTM’s patent assets or other intellectual property rights could significantly impair its return on investment from such assets and harm DSSTM’s brand, its business and its operating results.

DSSTM’s ability to operate its business and compete in the intellectual property market largely depends on the superiority, uniqueness and value of DSSTM’s acquired patent assets and other intellectual property. To protect DSSTM’s proprietary rights, DSSTM relies on and will rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with its employees and third parties, and protective contractual provisions. No assurances can be given that any of the measures DSSTM undertakes to protect and maintain its assets will have any measure of success.

Following the acquisition of patent assets, DSSTM will likely be required to spend significant time and resources to maintain the effectiveness of those assets by paying maintenance fees and making filings with the United States Patent and Trademark Office. DSSTM may acquire patent assets, including patent applications, which require DSSTM to spend resources to prosecute the applications with the United States Patent and Trademark Office. Further, there is a material risk that patent related claims (such as, for example, infringement claims (and/or claims for indemnification resulting therefrom), unenforceability claims, or invalidity claims) will be asserted or prosecuted against DSSTM, and such assertions or prosecutions could materially and adversely affect DSSTM’s business. Regardless of whether any such claims are valid or can be successfully asserted, defending such claims could cause DSSTM to incur significant costs and could divert resources away from DSSTM’s other activities.

Despite DSSTM’s efforts to protect its intellectual property rights, any of the following or similar occurrences may reduce the value of DSSTM’s intellectual property:

Moreover, DSSTM may not be able to effectively protect its intellectual property rights in certain foreign countries where DSSTM may do business in the future or from which competitors may operate. If DSSTM fails to maintain, defend or prosecute its patent assets properly, the value of those assets would be reduced or eliminated, and DSSTM’s business would be harmed.

DSSTM may not be able to capitalize on potential market opportunities related to its licensing strategy or patent portfolio.

In order to capitalize on its patent portfolio, DSSTM intends to enter into licensing relationships. However, there can be no assurance that DSSTM will be able to capitalize on its patent portfolio or any potential market opportunity in the foreseeable future. DSSTM’s inability to generate licensing revenues associated with potential market opportunities could result from a number of factors, including, but not limited to:

Weak global economic conditions may cause infringing parties to delay entering into licensing agreements, which could prolong DSSTM’s litigation and adversely affect its financial condition and operating results.

DSSTM’s business plan depends significantly on worldwide economic conditions, and the United States and world economies have recently experienced weak economic conditions. Uncertainty about global economic conditions poses a risk as businesses may postpone spending in response to tighter credit, negative financial news and declines in income or asset values. This response could have a material negative effect on the willingness of parties infringing on DSSTM’s assets to enter into licensing or other revenue generating agreements voluntarily. Entering into such agreements is critical to DSSTM’s business plan, and DSSTM’s failure to do so could cause material harm to its business.

Risks Related to Ownership of our Common Stock

Provisions of our certificate of incorporation and agreements could delay or prevent a change in control of our company.

Certain provisions of our certificate of incorporation may discourage, delay, or prevent a merger or acquisition that a stockholder may consider favorable, including, a prohibition on cumulative voting in the election of directors.

We haveDSS has a large number of authorized but unissued shares of common stock, which ourDSS’s management may issue without further stockholder approval, thereby causing dilution of your holdings of ourDSS common stock.

As of December 31, 2011,July 1, 2013, after the Company’s merger with DSSTM, there were approximately 180154 million authorized but unissued shares of ourDSS common stock. OurDSS management continues to have broad discretion to issue shares of ourits common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions, for anti-takeover purposes, and in other transactions, without obtaining stockholder approval, unless stockholder approval is required for a particular transaction under the rules of the NYSE Amex,MKT, state and federal law, or other applicable laws. If our BoardDSS’s board of Directorsdirectors determines to issue additional shares of ourDSS common stock from the large pool of authorized but unissued shares for any purpose in the future without obtaining stockholder approval, your ownership position would be diluted without your further ability to vote on such transaction.

The exercise of ourDSS’s outstanding options and warrants, vesting of restricted stock awards and conversion of debt securities may depress ourDSS’s stock price.

As of December 31, 2011, we had outstanding stockJune 30, 2013 and 2012, there were up to 4,286,534 and 4,225,691, respectively, of shares potentially issuable under convertible debt agreements, options, warrants, restricted stock agreements and convertible debt, to purchase an aggregate of 3,205,693 shares of our common stock at exercise prices ranging from $1.86 to $12.63 per share. This amount includes 107,352 outstanding unvested restricted shares of our common stockemployment agreements that are subject to various vesting terms and 260,180 shares issuable upon conversion of debt securities. On February 13, 2012, the Company issued 967,740 shares of common stock and warrants to purchase 541,934 shares of common stock to investors and a placement agent in a private offering. In addition, in February 2012, warrants to purchase 550,000 shares of common stock for consulting services, and up to 175,272 shares issuable under a convertible note all of which wouldcould potentially dilute basic earnings per share in the future. ToThese shares were excluded from the extent that these securities are converted intocalculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses in the respective periods. On July 1, 2013, in connection with the Merger, the Company issued the following: (i) 16,558,387 shares of the Company’s common stock dilution(including exchange shares), (ii) 7,100,000 shares of the Company’s Common Stock to our stockholders will occur. Moreover,be held in escrow pursuant to an escrow agreement, dated July 1, 2013, (iii) warrants to purchase up to an aggregate of 4,859,894 shares of the Company’s Common Stock, at an exercise price of $4.80 per share and expiring on July 1, 2018, and (iv) warrants to purchase up to an aggregate of 3,432,170 shares of the Company’s Common Stock, at an exercise price of $0.02 per share and expiring on July 1, 2023. In addition, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company’s Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of DSSTM’s common stock. The Company also issued an aggregate of 786,678 shares of Common Stock to Palladium Capital Advisors, LLC as compensation for their services in connection with the transactions contemplated by the Merger Agreement. Of those shares issued to Palladium Capital Advisors, LLC, 400,000 are held in escrow pursuant to the same terms upon which we will be able to obtain additional equity capital may be adversely affected, sinceand conditions as those set forth in the holders of these securities may exercise them at a time when we would, in all likelihood, be able to obtain any needed capital on terms more favorable to us than the exercise and conversion terms provided by those securities.Escrow Agreement.

Sales of these securities in the public market, or the perception that future sales of these securities could occur, could have the effect of lowering the market price of ourDSS common stock below current levels and make it more difficult for usDSS and ourDSS’s stockholders to sell ourDSS’s equity securities in the future.

Sale or the availability for sale of shares of common stock by stockholders could cause the market price of ourDSS common stock to decline and could impair ourDSS’s ability to raise capital through an offering of additional equity securities.

We doDSS does not intend to pay cash dividends.

We doDSS does not intend to declare or pay cash dividends on ourits common stock in the foreseeable future. We anticipateDSS anticipates that weit will retain any earnings and other cash resources for investment in ourits business. The payment of dividends on ourDSS’s common stock is subject to the discretion of our Boardits board of Directorsdirectors and will depend on ourDSS’s operations, financial position, financial requirements, general business conditions, restrictions imposed by financing arrangements, if any, legal restrictions on the payment of dividends and other factors that our Boardits board of Directorsdirectors deems relevant.

We haveDSS has material weaknesses in ourits internal control over financial reporting structure, which, until remedied, may cause errors in ourits financial statements that could require restatements of ourits financial statements and investors may lose confidence in ourDSS’s reported financial information, which could lead to a decline in ourDSS’s stock price.

Section 404 of the Sarbanes-Oxley Act of 2002 requires usDSS to evaluate the effectiveness of ourits internal control over financial reporting as of the end of each year, and to include a management report assessing the effectiveness of ourDSS’s internal control over financial reporting in each Annual Report on Form 10-K.

We haveDSS has identified two material weaknesses in ourits internal control over financial reporting in ourits annual assessment of internal controls over financial reporting that management performed for the year ended December 31, 2011.2012. Those identified material weaknesses remain as of the date of this registration statement. Management has concluded that (i) weDSS did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties; and (ii) we lackDSS lacks sufficient resources within the accounting department to have effective controls associated with identifying and accounting for complex and non-routine transactions in accordance with U.S.United States generally accepted accounting principles, and that the foregoing represented material weaknesses in ourits internal control over financial reporting. We areDSS is uncertain at this time of the costs to remediate all of the above listed material weaknesses, however, we anticipateDSS anticipates the cost to be in the range of $200,000 to $400,000 (including the cost of hiring additional qualified accounting personnel to eliminate segregation of duties issues and using the services of accounting consultants for complex and non-routine transactions if and when they arise). WeDSS cannot guarantee that the actual costs to remediate these deficiencies will not exceed this amount. If ourDSS’s internal control over financial reporting or disclosure controls and procedures are not effective, there may be errors in ourDSS’s financial statements and in ourDSS’s disclosure that could require restatements. Investors may lose confidence in ourDSS’s reported financial information and in ourDSS’s disclosure, which could lead to a decline in ourDSS’s stock price.

OurDSS’s management, including ourits Chief Executive Officer and Chief Financial Officer, does not expect that ourDSS’s internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system'ssystem’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As a result, weDSS cannot assure you that significant deficiencies or material weaknesses in ourits internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounterDSS encounters in their implementation, could result in significant deficiencies or material weaknesses, cause usDSS to fail to timely meet ourDSS’s periodic reporting obligations, or result in material misstatements in ourDSS’s financial statements. Any such failure could also materially adversely affect the results of periodic management evaluations regarding disclosure controls and procedures and the effectiveness of ourDSS’s internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

We mayIf securities or industry analysts do not meet the continued listing standards of the NYSE Amex exchange.publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

In December 2008,The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we receiveddo obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

A sale of a lettersubstantial number of shares of our common stock may cause the price of our common stock to decline and may impair our ability to raise capital in the future.

Our common stock is traded on The NYSE MKT and, despite certain increases of trading volume from time to time, there have been periods when it could be considered “thinly-traded,” meaning that the NYSE Amex statingnumber of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. Finance transactions resulting in a large amount of newly issued shares that basedbecome readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the NYSE Amex’s reviewtrading price of publicly available information, we were consideredour stock. In addition, the lack of a robust resale market may require a stockholder who desires to be belowsell a large number of shares of common stock to sell the NYSE Amex’s continued listing standards.  After submitting a planshares in increments over time to mitigate any adverse impact of compliance to the NYSE Amex and additional evaluation bysales on the NYSE Amex, we were informed in March 2010 that we had resolved the continued listing deficiencies.  market price of our stock.

On January 25, 2011, we received a warning letter fromIf our stockholders sell, or the NYSE Amex in connection withmarket perceives that our stockholders intend to sell for various reasons, including the Company's failure to secure NYSE Amex approval for the additional issuancesending of restriction on resale, substantial amounts of our securities as required by Section 301common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the NYSE Amex Company Guide and its continued listing standards. The listing deficiency involved threemarket price of our common stock issuances totaling 1,235,153could fall. Sales of a substantial number of shares made in November and December of 2010. We thereafter filed our applicationscommon stock may make it more difficult for the additional share listings with the NYSE Amex. On March 15, 2011, we received notification from NYSE Amex that our additional listing applications have been approved, and that the Company has regained full compliance with NYSE Amex listing requirements.

We cannot assure you that we will not receive additional deficiency lettersus to sell equity or equity-related securities in the future orat a time and price that we will continue to satisfy the continued listing standardsdeem reasonable or appropriate. We may become involved in order to remain listed on the NYSE Amex exchange.securities class action litigation that could divert management’s attention and harm our business.

Our common stock is subject to volatility.

There can be no assurance that the market price for our common stock will remain at its current level and a decrease in the market price could result in substantial losses for investors. The market price of our common stock may be significantly affected by one or more of the following factors:

·announcements or press releases relating to the industry or to our own business or prospects;

·regulatory, legislative, or other developments affecting us or the industry generally;

·sales by holders of restricted securities pursuant to effective registration statements or exemptions from registration; and

·market conditions specific to biopharmaceutical companies, the healthcare industry and the stock market generally.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such forward-looking statements which relate toinclude those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or our future financial performance. implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “may”,“expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue”“could” or the negative of thesesuch terms or other comparable terminology.  Thesesimilar expressions.  Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them.  Any forward-looking statements are only predictionsqualified in their entirety by reference to the factors discussed throughout this prospectus.

You should read this prospectus and involve knownany accompanying prospectus supplement and unknown risks, uncertaintiesthe documents that we reference herein and other factors, includingtherein and have filed as exhibits to the risks inregistration statement, of which this prospectus is part, completely and with the section entitled “Risk Factors,”understanding that may cause our or our industry’s actual future results levels of activity, performance or achievements tomay be materially different from what we expect.  You should assume that the information appearing in this prospectus and any futureaccompanying prospectus supplement is accurate as of the date on the front cover of this prospectus or such prospectus supplement only.  Because the risk factors referred to above, as well as the risk factors referred to on page 4 of this prospectus and incorporated herein by reference, could cause actual results levels of activity, performance or achievementsoutcomes to differ materially from those expressed in any forward-looking statements made by us or implied by theseon our behalf, you should not place undue reliance on any forward-looking statements.

While these  Further, any forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Exceptstatement speaks only as required by applicable law, including the securities laws of the United States,date on which it is made, and we do not intendundertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time, and it is not possible for us to predict which factors will arise.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, to conformby these statements to actual results.cautionary statements.

USE OF PROCEEDS

The selling security holders are selling shares

Except as otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of common stock coveredthe securities offered by us in this prospectus for their own account. general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, and the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock.

The intended application of proceeds from the sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus supplement relating to such offering. The precise amount and timing of the application of these proceeds will depend on our funding requirements and the availability and costs of other funds.

We will not receive any of the proceeds from the resale of these shares. However, we will receive proceeds from the exercise of warrants if and when the warrant holders exercise their warrants for cash. All of the 541,934 shares underlying the warrants have an exercise price of $3.10 per share. Any proceeds we will receive from the exercise of these warrants will be used for working capital and general corporate purposes.

We will bear the expenses relating to the registration of the shares for the selling security holders, but all selling and other expenses incurred by the selling security holders will be borne by the selling security holders.

SELLING SECURITY HOLDERS

This prospectus covers sharessale of our common stock which we sold to accredited investors in a private placement offeringby the selling stockholders, and there are no executive management members or directors among the selling stockholders.

STOCKHOLDERS

The following table sets forth the number of shares of our common stock issuablebeneficially owned by the selling stockholders as of October 11, 2013, the number of shares of common stock covered by this prospectus on behalf of the stockholders and the total number of shares of common stock that the selling stockholders will beneficially own upon completion of the offering.  The shares of common stock covered by this prospectus represent shares of common stock that the selling stockholders may acquire upon exercise of warrants soldwhich they hold. The warrants were issued in such offering. This prospectus also covers sharesconnection with the Merger Agreement discussed on page 2 of our common stock underlying a warrant issued to our placement agent as compensation for services provided to us. All of the common stock offered by this prospectus may be offered byand are exercisable at a price of $4.80 per share and expire on July 1, 2018.  Other than as set forth in the following table, the selling security holders for their own account. We will receive no proceeds from any such sale of these shares by the selling security holders except if and when the selling security holders the exercise their warrants for cash.

No selling security holder hasstockholders have not held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years.  Except as described below, no selling security holder has had any material transaction or relationship with us or any of our predecessors withinThis table assumes that the past three years.

On February 13, 2012, we completed thestockholders will offer for sale of $3,000,000 of investment units in a private placement offering to three “accredited investors” as defined in Rule 501(a) under the Securities Act of 1933 pursuant to an exemption from registration provided in Regulation D, Rule 506 under Section 4(2) of the Securities Act (the “Offering”). A total of 30 units were sold, at a price of $100,000 per unit. Each unit consists of (i) 32,258 shares of our common stock and a five-year warrant to purchase up to 16,129 shares of our common stock at an exercise price of $3.10 per share. The Offering resulted in aggregate cash proceeds to us of $3,000,000 and the issuance of an aggregate of 967,740 shares of common stock and warrants to purchase up to an additional 483,870 shares of common stock to the investors in the Offering.

Palladium, a registered broker-dealer, served as our placement agent in connection with our private placement offering which we completed on February 13, 2012. In consideration for the services provided to us by Palladium, we agreed to pay Palladium a placement agent fee of $210,000 in cash, upon the closing of the Offering and issue to Palladium a five-year warrant to purchase up to an aggregate of 58,064 shares of common stock at an exercise price of $3.10 per share pursuant to a one-year placement agent agreement. Under the placement agent agreement, Palladium is also entitled to 3% of the aggregate amount raised upon the exercise of the warrants issued to the investors in the Offering. If we enter into a binding agreement for certain corporate transactions described in the placement agent agreement at any time during the term of the agreement and for 2 years thereafter with an entity introduced to us by Palladium, Palladium will be entitled to a 2% fee in cash and 2% payable in our common stock of the aggregate consideration of such transaction. On February 29, 2012, Palladium assigned and transferred the warrant as to 52,258 shares to Hartstein, an affiliate of Palladium. Hartstein serves as Director of Banking of Palladium. In connection with the assignment and transfer of rights under the warrant, from Palladium to Hartstein, Hartstein has represented to the Company that these actions occurred in the ordinary course of business and, at the time of the actions, Hartstein had no agreements or understandings directly or indirectly with any person to distribute the shares of common stock underlying the warrant.

The investor warrants and placement agent warrants described above contain a provision for cashless exercise in the event that a registration statement is not effective for the resale by the warrant holder of all of the shares of common stock issuablecovered by this prospectus.

The common stock may be offered under this prospectus from time to time by the selling stockholders, or by any of their respective pledgees, donees, transferees or other successors in interest. The amounts set forth below are based upon exerciseinformation provided to us by the selling stockholders, or in our records, as of October 11, 2013, and are accurate to the warrants. In addition,best of our knowledge. It is possible, however, that the warrant holder is not entitled to exercise its warrant if (i) the numberselling stockholders may acquire or dispose of additional shares of common stock beneficially owned by the holder and its affiliates and (ii) the number shares of common stock issuable upon the exercise of the warrant would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock, except that this restriction may be waived upon 61 days prior notice from the holdertime to increase such percentage to 9.99%.

The Company is required to file a registration statement with the Securities and Exchange Commission within 30 business daystime after the closing of the Offering to allow for the resale of the shares of common stock and shares of common stock issuable upon the exercise of the warrants. If such registration statement is not filed on or before March 26, 2012 or is not declared effective by the Securities and Exchange Commission on or before April 26, 2012 (or May 26, 2012 if such registration statement is subject to a full review by the Securities and Exchange Commission), or if, on any day after the effective date of the registration statement sales cannot be made pursuant to such registration statement (including, without limitation, because of a failure to keep such registration statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such registration statement, a suspension or delisting of (or a failure to timely list) the shares of common stock, or a failure to register a sufficient number of shares, by reason of a stop order) or the prospectus contained therein is not available for use for any reason, or if the registration statement is not effective for any reason or the prospectus is not available for use for any reason, the Company fails to file any required reports under the Securities Act of 1934 such that it is not in compliance with Rule 144 as a result of which any holder is unable to sell shares without restriction under Rule 144, then, the Company will be obligated to pay to each holder an amount in cash equal to 1% of the aggregate purchase price of such holder on the dates of such failure and on every 30-day anniversary until cured. In the event the Company fails to make such payments in a timely manner, such payments will bear interest at the rate of 1% per month until paid in full. Notwithstanding the foregoing, no such payments will be owed to a holder (other than with respect to a suspension or delisting of (or a failure to timely list) the shares of common stock on the principal market on which such shares are traded) with respect to any period during which all of such holder’s shares may be sold by such holder under Rule 144.this prospectus.

On February 29, 2012, we entered into a Purchase, Amendment and Escrow Agreement (the “Purchase Agreement”) among Barry Honig (“Honig”), Neil Neuman (“Neuman”) and Grushko & Mittman, P.C. for the sale of a commercial term note, dated June 29, 2011, among the Company, Plastic Printing Professionals, Inc., a wholly owned subsidiary of the Company, and Neuman, as lender, in the original principal amount of $650,000 (the “Note”) to Barry Honig, President of GRQ Consultants, Inc., for a purchase price of $578,396. The terms of the original Note are more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2011. In connection with the sale and transfer of the Note to Honig, the Company agreed to amend certain terms of the Note pursuant to an allonge entered into on February 29, 2012 (the “Allonge”) and more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2012. Under the Purchase Agreement any security interest in the Note terminated on February 29, 2012. Pursuant to the Allonge, the maturity date of the Note was extended to July 1, 2013. Honig has the right to convert the principal and any interest due under the Note into shares of the Company’s common stock at a conversion price of $3.30 per share, subject to adjustment upon certain corporate eventsOther than as set forth in the Allonge. Honig agreed not to convert the Note if the number of shares of common stock beneficially owned by the holder and his affiliates issuable upon the conversion of the Note would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock, except that this restriction may be waived upon 61 days prior notice from Honig to increase such percentage to 9.99%.

The Company agreed to pay Honig as liquidated damages $100 per business day for each $10,000 of principal and interest being converted for which shares of common stock are not timely delivered. If the Company fails to timely deliver conversion shares and if Honig purchases shares of common stock in the market, then the Company is obligated to pay, as liquidated damages, the amount by which (A) Honig's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate principal and/or interest amount of the note for which such conversion shares were not timely delivered, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full.

The Company is required to pay Honig, as liquidated damages, $100 per business day for each $10,000 of purchase price for unlegended shares which are not timely delivered. If during any 360 day period, the Company fails to deliver unlegended shares for an aggregate of 30 days, then Honig may require the Company to redeem all or any portion of the shares subject to such default at a price per share equal to the greater of (i) 120%, or (ii) a fraction in which the numerator is the highest closing price of the common stock during the such 30 day period and the denominator of which is the lowest conversion price during such 30- day period, multiplied by the price paid by the holder for such common stock. If the Company fails to timely deliver unlegended shares and if Honig purchases shares of common stock in the market, then the Company is obligated to pay to the holder, as liquidated damages, the amount by which (A) the holder's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of common stock delivered to the Company for reissuance as unlegended shares, together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full.

Each issuance described above was made in a transaction not involving a public offering in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

On March 2, 2012, Honig was issued 50,000 shares of common stock of the Company in consideration for the conversion of $165,000 of the outstanding principal amount of the Note. On March 13, 2012 Honig was issued 125,710 shares of common stock in consideration for the conversion of the balance of the outstanding principal amount of the Note and all accrued interest thereon. The price per share of said debt conversions was $3.30. The Company did not receive any proceeds from the issuance of the shares other than the reduction of debt. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

The following table, sets forth the shares beneficially owned, as of March 23, 2012, by the selling security holders prior to the offering contemplated by this prospectus, the number of shares each selling security holder is offering by this  prospectus and the number of shares which each would own beneficially  if all  such  offered  shares are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

Except for Palladium and Hartstein, none of the selling security holdersstockholders is a registered broker-dealer regulated by the Financial Industry Regulatory Authority, Inc. or an affiliate of a registered broker-dealer.  Each

The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the stockholder in disposing of the selling security holders has acquired his, her or its securities solely for investmentshares. We will bear all other costs, fees and not with a view to or for resale or distributionexpenses incurred in effecting the registration of suchthe shares covered by this prospectus, including, without limitation, fees and expenses of our counsel and our accountants.

* Less than 1%

THE SECURITIES WE MAY OFFER

The percentages below are calculated baseddescriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on 20,738,804 which the securities will be listed.

We may sell from time to time, in one or more offerings:

·shares of our common stock;

· warrants to purchase common stock; and/or

·units consisting of any of the securities listed above.

The terms of any securities we offer will be determined at the time of sale. We may issue securities that are exchangeable for or convertible into common stock or any of the other securities that may be sold under this prospectus. When particular securities are offered, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.

DESCRIPTION OF COMMON STOCK

General

The following description of common stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the common stock that we may offer under this prospectus but is not complete. For the complete terms of our common stock, please refer to our certificate of incorporation, as amended, (the “Certificate of Incorporation”) which may be further amended from time to time, and our amended and restated bylaws, as amended from time to time (the “Bylaws”). New York Business Corporation Law (“NYBCL”) may also affect the terms of these securities. While the terms we have summarized below will apply generally to any future common stock that we may offer, we will describe the particular terms of any series of these securities in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any common stock we offer under that prospectus supplement may differ from the terms we describe below.

As of October 11, 2013, our authorized capital stock consisted of 200,000,000 shares of common stock, $0.02 par value per share, 49,230,159 of which are issued and outstanding as of March 23, 2012.outstanding.

Common Stock

(1) Dr. Phillip Frost,Holders of our common stock: (i) have equal rights to dividends from funds legally available therefore, ratably when as and if declared by the TrusteeCompany’s Board of Frost Gamma Investments Trust, has soleDirectors; (ii) are entitled to share ratably in all assets of the Company available for distribution to holders of common stock upon liquidation, dissolution, or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions applicable thereto; (iv) are entitled to one non-cumulative vote per share of common stock, on all matters which stockholders may vote on at all meetings of stockholders; and (v) the holders of common stock have no conversion, preemptive or other subscription rights.  There is no cumulative voting for the election of directors.  Each holder of our common stock is entitled to one vote for each share of our common stock held on all matters submitted to a vote of stockholders.

Anti-Takeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and dispositive power as to the sharesBCL

New York Law

Section 912 of the NYBCL generally provides that a New York corporation may not engage in a business combination with an interested stockholder for a period of five years following the interested stockholder’s becoming such. Such a business combination would be permitted where it is approved by the board of directors before the interested stockholder’s becoming such. Covered business combinations include certain mergers and consolidations, dispositions of assets or stock, plans for liquidation or dissolution, reclassifications of securities, recapitalizations and similar transactions. An interested stockholder is generally a stockholder owning at least 20% of a corporation’s outstanding voting stock. In addition, New York corporations may not engage at any time with any interested stockholder in a business combination other than: (i) a business combination approved by the board of directors before the stock acquisition, or where the acquisition of the stock had been approved by the board of directors before the stock acquisition; (ii) a business combination approved by the affirmative vote of the holders of a majority of the outstanding voting stock not beneficially owned by the Frost Gamma Investments Trust.interested stockholder at a meeting called for that purpose no earlier than five years after the stock acquisition; or (iii) a business combination in which the interested stockholder pays a formula price designed to ensure that all other stockholders receive at least the highest price per share that is paid by the interested stockholder and that meets certain other requirements.

(2) Includes currently

A corporation may opt out of the interested stockholder provisions described in the preceding paragraph by expressly electing not to be governed by such provisions in its bylaws, which must be approved by the affirmative vote of a majority of votes of the outstanding voting stock of such corporation and is subject to further conditions. However, DSS’s Bylaws do not contain any provisions electing not to be governed by Section 912 NYBCL. Under DSS’s bylaws, any corporate action other than the election of directors (which requires the affirmative vote of a plurality of shares entitled to vote) to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is American Stock Transfer and Trust Company, LLC.

DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below.  If there are differences between that prospectus supplement and this prospectus, the prospectus supplement will control.  Thus, the statements we make in this section may not apply to a particular series of warrants.  Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement which includes this prospectus.

General

We may issue warrants for the purchase of common stock. We may issue warrants independently or together with common stock or debt, and the warrants may be attached to or separate from these securities.

We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into the warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office in the United States and a combined capital and surplus of at least $50,000,000.  We may also choose to act as our own warrant agent.  We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular series of warrants.

We will describe in the applicable prospectus supplement the terms of the series of warrants, including:

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including in the case of warrants to purchase 80,645 shares of common stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at $3.10 per share.the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5:00 p.m. Eastern Time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

(3) Barry Honig,

Holders of the President of GRQ Consultants, Inc. has sole votingwarrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and dispositive power aspaying the required amount to the shares beneficially ownedwarrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate, and in the applicable prospectus supplement, the information that the holder of the warrant will be required to deliver to the warrant agent.

Until the warrant is properly exercised, no holder of any warrant will be entitled to any rights of a holder of the securities purchasable upon exercise of the warrant.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by GRQ Consultants, Inc.the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

(4) Includes currently exercisable

Enforceability of Rights By Holders of Warrants

Any warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants in accordance with their terms.

Warrant Agreement Will Not Be Qualified Under Trust Indenture Act

No warrant agreement will be qualified as an indenture, and no warrant agent will be required to purchase 161,290 shares of common stock at $3.10 per share.

(5) Barry Honig, the President of GRQ Consultants, owns 175,710 shares of common stockqualify as a resulttrustee, under the Trust Indenture Act. Therefore, holders of warrants issued under a warrant agreement will not have the protection of the conversion ofTrust Indenture Act with respect to their warrants.

Governing Law

Each warrant agreement and any warrants issued under the warrant agreements will be governed by New York law.

Calculation Agent

Calculations relating to warrants may be made by a convertible debt Mr. Honig held withcalculation agent, an institution that we appoint as our agent for this purpose.  The prospectus supplement for a particular warrant will name the Company.

(6) Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund, Ltd. has voting, investment and dispositive power asinstitution that we have appointed to the shares beneficially owned by Hudson Bay Master Fund, Ltd. Sander Gerber,act as the managing membercalculation agent for that warrant as of Hudson Bay Capital GP LLC, which is general partnerthe original issue date for that warrant. We may appoint a different institution to serve as calculation agent from time to time after the original issue date without the consent or notification of Hudson Bay Capital Management LP, has sole votingthe holders.

The calculation agent’s determination of any amount of money payable or securities deliverable with respect to a warrant will be final and dispositive power as tobinding in the shares beneficially owned by Hudson Bay Master Fund,Ltd.. Sander Gerber disclaims beneficial ownership over these shares.absence of manifest error.

(7) Includes currently exercisable warrants to purchase 241,935 shares of common stock at $3.10 per share.

(8) Joel Padowitz, the Chief Executive Officer of Palladium Capital Advisors, LLC, has sole voting and dispositive power as to the shares beneficially owned by Palladium Capital Advisors, LLC. Moishe Hartstein is an affiliate of Palladium Advisors, a registered broker-dealer, and serves as Director of Banking of Palladium Capital Advisors, LLC.

(9) Represents currently exercisable warrants to purchase 5,806 shares of common stock at $3.10 per share.

(10) Represents currently exercisable warrants to purchase 52,258 shares of common stock at $3.10 per share.

PLAN OF DISTRIBUTION

EachWe or the selling security holder and anystockholders may sell shares of their pledgees, assignees and successors-in-interest may,our common stock from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We or the selling stockholders may sell anythe securities through underwriters or dealers, through agents, or directly to one or more purchasers. We or the selling stockholders may distribute shares of our common stock from time to time in one or more transactions:

A prospectus supplement or supplements will describe the terms of the offering of our common stock, including:

Only underwriters named in the prospectus supplement are underwriters of the shares of common stock offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the shares of common stock for their own account and may resell the shares from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale.  The obligations of the underwriters to purchase the shares will be subject to the conditions set forth in the applicable underwriting agreement.  We or the selling stockholders may offer the shares of common stock to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate.  Subject to certain conditions, the underwriters will be obligated to purchase all of theirthe shares offered by the prospectus supplement, other than shares covered by any over-allotment option.  Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time.  We or the stockholders may use underwriters with whom we have or the stockholders have a material relationship.  We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

We or the selling stockholders may sell shares of our common stock directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of shares and we will describe any commissions we or the stockholders will pay the agent in the prospectus supplement.  Unless the prospectus supplement states otherwise, any such agent will act on a best-efforts basis for the period of its appointment.

We or the selling stockholders may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase shares of common stock from us or from the stockholders at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future.  We will describe the conditions to these contracts and the commissions we or the stockholders must pay for solicitation of these contracts in the prospectus supplement.

We or the selling stockholders may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.  Agents and underwriters may engage in transactions with, or perform services for, us or the stockholders in the ordinary course of business.

Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.  Overallotment involves sales in excess of the offering size, which create a short position.  Stabilizing transactions permit bids to purchase the underlying shares so long as the stabilizing bids do not exceed a specified maximum price.  Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions.  Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the common stock originally sold by the dealer is purchased in a covering transaction to cover short positions.  Those activities may cause the price of the common stock to be higher than it would be otherwise.  If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters that are qualified market-makers on the NYSE MKT may engage in passive market-making transactions in the common stock on the NYSE AmexMKT in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common stock.  Passive market-makers must comply with applicable volume and price limitations and must be identified as passive market-makers.  In general, a passive market-maker must display its bid at a price not in excess of the highest independent bid for such shares; if all independent bids are lowered below the passive market-maker’s bid, however, the passive market-maker’s bid must then be lowered when certain purchase limits are exceeded.

In addition, we and the selling stockholders will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit any timing of our and any stockholder’s purchases and sales of the shares. We will make copies of this prospectus available to the stockholders and have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

Certain underwriters, dealers or agents and their associates may engage in transactions with and perform services for us or the selling stockholders in the ordinary course of our business.

In connection with the sale of shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may, in turn, engage in short sales of shares of common stock exchange, marketin the course of hedging the positions they assume.  The selling stockholders may also sell shares of our common stock short and deliver shares to close out its short positions provided it has met its prospectus delivery obligations at the time of the short sale.  The selling stockholders may also loan or trading facility on whichpledge shares to broker-dealers that in turn may sell the shares are tradedoffered hereby.  The stockholders may also enter into option or in private transactions. These sales may be at fixedother transactions with broker-dealers or negotiated prices. A selling security holder may use anyother financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).  The stockholders may also sell the following methods when selling securities:

described in this paragraph.

The selling security holdersstockholders also may also sellresell all or a portion of the shares of common stock covered by this prospectus underin open market transactions in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and those sales conform to the requirements of 1933, as amended, if available, rather than under this prospectus.that rule.

Brokers and dealers engaged byFrom time to time, the selling security holdersstockholders may arrange for other brokers or dealers to participate in sales. Brokers or dealers may receive commissions or discounts from a selling security holder (or, if any broker-dealer acts as an agent for the purchaser of such shares, from a purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, not to exceed customary brokerage commissions in compliance with FINRA Rule 2440, and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with sales of the shares of common stock, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling security holders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions or, loan or pledge shares of common stock to broker- dealers that in turn may sell such shares. The selling security holders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling security holders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by themthat it owns and, if they defaultit defaults in the performance of theirits secured obligations, the pledgees or secured parties may offer and sell some or all of the shares of common stock from time to time pursuant tounder this prospectus or anyan amendment to this prospectus under Rule 424(b)(3) of the Securities Act, or otheranother applicable provision of the Securities Act, of 1933, amending, if necessary,which amends the list of selling stockholders to include the pledgees, transferees or other successors in interest as the selling security holdersstockholders under this prospectus.

The selling security holdersstockholders also may transfer and donate the shares of common stock in other circumstances, in which case the transferees, pledgees, donees pledgees or other successors in interest will be the sellingreselling beneficial owners for purposes of this prospectus.

The selling security holders and any broker-dealersTo the extent required pursuant to Rule 424(b) of the Securities Act, or agents that participate withother applicable rule, upon being notified by the selling security holders instockholders that any material arrangement has been entered into with a broker-dealer for the sale of the shares of common stock may be deemedthrough a block trade, special offering, exchange distribution or secondary distribution or purchase by a broker or dealer, we will file a supplement to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. Because the selling security holders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, theythis prospectus.  Such supplement will be subject to the applicable prospectus delivery requirements of the Securities Act, including Rule 172 thereunder, and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act of 1933and Rule 10b-5 under the Securities Exchange Act of 1934.disclose:

Each selling security holder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock and it has not received any of the securities registered hereby as underwriting compensation, other than the issuance to Palladium of a five-year warrant to purchase up to an aggregate of 58,064 shares of common stock at an exercise price of $3.10 per share pursuant to a one-year placement agent agreement. In no event will any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed 8%.

Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holder if such broker-dealer is unable to sell the shares on behalf of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above. To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers

The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the stockholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, fees and expenses of our counsel and our accountants.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by Sichenzia Ross Friedman Ference LLP, New York, New York.

EXPERTS

The financial statements as of and for the years ended December 31, 2012 and 2011 incorporated by reference in this prospectus and other facts material to the transaction.

We and the selling security holders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including, without limitation, Rule 10b-5 and, insofar as a selling security holder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling security holders, the purchasers participating in such transaction, or both. We will not receive any of the proceeds from the sale of these shares of common stock, except we will receive proceeds from the exercise of warrants if and when the warrant holders exercise their warrants for cash.

We have agreed to keep this registration statement effective until the earlier of (i) two years from the closing of the private placement offering, or (ii) the date that the selling security holders receive an opinion of counsel from us that the common stock may be freely traded (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144 or otherwise.

Under the securities laws of some states, the shares of common stock offered for resale may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of common stock covered by this prospectus may not be sold unless they have been so incorporated in reliance on the report of FREED MAXICK CPAs, P.C., independent registered or qualified for salepublic accountants, incorporated herein by reference, given on the authority of said firm as experts in such state or an exemption from registration or qualification is availableauditing and complied with.accounting.

We have agreed to indemnify the selling security holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933. We may be indemnified by the selling security holders against any civil liabilities, including under the Securities Act of 1933 arising from any written information furnished to us by the selling security holders for use in this prospectus.

WHERE YOU CAN FIND ADDITIONALMORE INFORMATION

We have filedThis prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act withAct.  As permitted by the SecuritiesSEC’s rules, this prospectus and Exchange Commission. Thisany prospectus supplement, which constitutesform a part of the registration statement, doesdo not contain all of the information set forththat is included in the registration statement.  You will find additional information about us in the registration statement.  Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the exhibits and schedules which are partSEC for a more complete understanding of the registration statement. For additional information about us and our securities, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contractdocument or any other documents to which we refer are not necessarily complete. In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference.matter.

You may read and copy any document which we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of Public Reference Room by calling the Securities and Exchange Commission at 1−800−SEC−0330. We file reports, proxy statements, and other information with the Securities and Exchange Commission and these reports, proxy statements, and other information can be inspected on the Internet at http://www.sec.gov.

We are also subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934. We file annual, quarterly and current reports, proxy statements and other information with the SecuritiesSEC.  You may read, without charge, and Exchange Commission.copy the documents we file at the SEC’s public reference rooms in Washington, D.C. at 100 F Street, NE, Room 1580, Washington, DC 20549.  You can request copies of these documents by writing to the SEC and paying a fee for the copying cost.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.  Our SEC filings are also available to the public at no cost from the SEC’s website at http://www.sec.gov.

INCORPORATION OF DOCUMENTS INCORPORATED BY REFERENCE

We have filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The Securities and Exchange Commission allowspermits us to incorporate“incorporate by referencereference” the information thatcontained in documents we file with it,the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents. The informationdocuments rather than by including them in this prospectus. Information that is incorporated by reference is an importantconsidered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filedand you should read it with the Securities and Exchange Commission prior to the date ofsame care that you read this prospectus, while informationprospectus. Information that we file later with the Securities and Exchange Commission filings will automatically update and supersede this information. We incorporatethe information that is either contained, or incorporated by reference, intoin this Registration Statementprospectus, and will be considered to be a part of this prospectus from the date those documents listed below and any future filings we will makeare filed. We have filed with the Securities and Exchange Commission, and incorporate by reference in this prospectus:

We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering of the shares covered by this prospectus. The following documents filed with the Securities and Exchange Commissionthat are incorporated by reference in this prospectus:

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Actmade after the initial filing date of the registration statement of which this prospectus through the date declared effective,is a part until the termination of the offering of the common stock contemplatedparticular securities covered by thisa prospectus shall besupplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to be incorporated by referencefurnish and not file in this prospectus. These documents that we file lateraccordance with the Securities and Exchange Commission and that are incorporated by reference in this prospectus will automatically update information contained in this prospectus or that was previously incorporated by reference in this prospectus.rules.

Upon written or oralYou may request we will provide any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information incorporated by reference in this prospectus but not delivered in this prospectus, other than exhibits to those documents unless the exhibits are specifically incorporated by reference in the documents,these filings at no cost, toby writing or telephoning us at the requesting party. Please make requests to following address or telephone number:

Jeffrey D’Angelo, VP and General Counsel

Document Security Systems, Inc.,

First Federal Plaza, Suite 1525

28 East Main Street East, Suite 1525,

Rochester, New YorkNY 14614 Attention: Chief Executive Officer,

Tel: (585) 325-3610.

LEGAL MATTERS

David Lubin & Associates, PLLC has opined on the validity of the shares of common stock being offered hereby.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2011, have been audited by Freed Maxick CPAs, P.C., independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.325-3610

PART II -

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and DistributionDistribution.

WeThe following table sets forth an estimate of the fees and expenses relating to be paid by us in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions, toall of which shall be as follows.borne by the Registrant.  All of such fees and expenses, except for the amounts shownSEC registration fee and FINRA filing fee, are estimates, except the Securities and Exchange registration fee.estimated:

        * Estimated

Item 15.  Indemnification of DirectorsOfficers and OfficersDirectors.

The New YorkUnder the provisions of the certificate of incorporation and by-laws of the registrant, as amended, as of the date of this Registration Statement, each person who is or was a director, officer or employee of registrant shall be indemnified by the registrant to the full extent permitted or authorized by the Business Corporation Law contains provisions permitting and, in some situations, requiringof the State of New York, corporationsprovided that no such indemnification shall be made if a judgment or other final adjudication adverse to providesuch person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to their officers and directors for losses and litigation expenseany settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless the Corporation has given its prior consent to such settlement or other disposition.

Under such law, to the extent that such person is successful on the merits of defense of a suit or proceeding brought against such person by reason of the fact that such person is a director or officer of the registrant, such person shall be indemnified against expenses (including attorneys’ fees) reasonably incurred in connection with their servicesuch action. If unsuccessful in defense of a third-party civil suit or a criminal suit is settled, such a person shall be indemnified under such law against both (a) expenses (including attorneys’ fees) and (b) judgments, fines and amounts paid in settlement if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation. Our bylaws contain provisions requiring indemnificationbest interests of our directorsthe registrant, and officerswith respect to any criminal action, had no reasonable cause to believe such person’s conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the registrant, or if such suit is settled, such a person shall be indemnified under such law only against expenses (including attorney’s fees) incurred in the defense or settlement of such suit if such person acted in good faith and other persons acting in their corporate capacities.

In addition, we may enter into agreements with our directors providing contractually for indemnification consistent with our Certificate of Incorporation and bylaws. Currently, we have noa manner such agreements. The New York Business Corporation Law also authorizes usperson reasonably believed to purchase insurance for our directors and officers insuring them against risks as to which we may be unable lawfully to indemnify them. We have obtained limited insurance coverage for our officers and directors as well as insurance coverage to reimburse us for potential costs of our corporate indemnification of officers and directors.

We maintain policies of insurance under which our directors and officers are insured, within the limits and subjectin, or not opposed to, the limitationsbest interests of the policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers.registrant.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.

Item 16.  ExhibitsExhibits.

The following exhibits are filed as part of this registration statement:a) Exhibits.

Filed herewith*

Item 17.  UndertakingsUndertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a)(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;Act;

(b)(ii) To reflect in the prospectus any facts or events arising after the effective date of thethis registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thethis registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percenta 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c)(iii) To include any additional or changed material information with respect to the plan of distribution not previously disclosed in thethis registration statement or any material change to such information in thethis registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(a)(i), 1(b)(a)(1)(ii) and 1(c) of this Item(a)(1)(iii) above do not apply to a registration statement on Form S-3 andif the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thethis registration statement.statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B;

(A) Each prospectus filed by the registrant pursuant to Rule 424 (b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date of the Securities Act prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser ifwith a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’sregistrant’s annual report pursuant to Sectionsection 13(a) or Sectionsection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons controllingof the registrant underpursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling personsperson of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether thesuch indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statementForm S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on March 26, 2012.the 11th day of October  2013.

POWER OF ATTORNEY

EachKNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick WhiteJeffrey Ronaldi, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution,re-substitution, for himhim/her and in his name, place and stead, in any and all capacities to sign any andor all amendments (including, without limitation, post-effective amendments) to this registration statementRegistration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully tofor all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or hisany substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.indicated have signed this Registration Statement below.