UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2017
DOCUMENT SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| New York | | 001-32146 | | 16-1229730 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
200 Canal View Boulevard Suite 300 Rochester, NY | | | | 14623 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code:(585) 325-3610
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement
The disclosure set forth below in Item 3.02 (Unregistered Sale of Equity Securities) is incorporated into this Item 1.01.
Item 3.02 Unregistered Sale of Equity Securities
On August 30, 2017, Document Security Systems, Inc. (the “Company”) agreed to sell 1,200,000 shares of its common stock, par value $0.02 per share (the “Common Stock”), to two related party accredited investors (the “Purchasers”) for an aggregate purchase price of $900,000, pursuant to a series of Securities Purchase Agreements between the Company and the Purchasers. Completion and closing of the sale is contingent upon certain customary closing conditions being met, including approval of an Additional Listing Application by the NYSE American Exchange. Upon closing of the sale, the Purchasers will also receive accompanying five-year warrants to purchase up to an aggregate of 240,000 additional shares of Common Stock at an exercise price of $1.00 per share (the “Warrants”). The warrants do not provide for a cashless exercise feature.
Neither the Common Stock issued in connection with the sale, the Warrants, nor the Common Stock issuable upon exercise of the Warrants (collectively, the “Securities”) have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act. These Securities may not be offered or sold by the Purchasers in the United States in the absence of an effective registration statement or an applicable exemption from registration requirements.
The form of Common Stock Purchase Warrant and Securities Purchase Agreement are filed as exhibits 4.1 and 10.1 to this report, respectively. The foregoing summary descriptions of the terms of the Common Stock Purchase Warrant and the Securities Purchase Agreement are qualified in their entirety by reference to the full texts of each such exhibit.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | DOCUMENT SECURITY SYSTEMS, INC. |
| | | |
| Dated: September 6, 2017- | By: | /s/ Jeffrey Ronaldi |
| | | Jeffrey Ronaldi |
| | | Chief Executive Officer |
