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 10, 2020
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 104 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Ticker symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.02 par value per share | | DSS | | The NYSE American LLC |
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 5.07 Submission of Matters to a Vote of Security Holders
On August 10, 2020, the Document Security Systems, Inc., (the “Company” or “DSS”) held a special meeting of stockholders (the “Special Meeting”) in Magnolia, Texas. A total of 1,581,855 shares of common stock representing 74.94% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented in person or by valid proxies at the Special Meeting.
Stockholders approved the issuance of shares of DSS common stock and Series A Preferred Stock in connection with the acquisition of Impact BioMedical Inc., pursuant to the Share Exchange Agreement (“Share Exchange”). Stockholder approval was a condition to be completed in order for the Company to move forward with the Share Exchange.
Stockholders authorized an adjournment of the Special Meeting, if necessary, if a quorum was present, to solicit additional proxies if there were not sufficient votes in favor of Proposal 1. An adjournment was not necessary as there were sufficient votes in favor of Proposal 1.
Stockholders ratified the approval by our Board of Directors of an amendment to the Company’s bylaws to allow for participation in stockholder meetings by means of virtual meeting technology.
The final voting results on the these matters were as follows:
1. Approval of the Share Exchange.
| Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes |
| | 969,752 | | | | 53,715 | | | | 4,914 | | | 553,474 |
2. Authorization of Adjournment of Special Meeting
| Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes |
| | 965,158 | | | | 58,647 | | | | 4,576 | | | 553,474 |
3. Ratification of an Amendment to the Company’s Bylaws to permit Virtual Stockholder Meetings
| Votes For | | | Votes Against | | | Votes Abstained | |
| | 1,393,948 | | | | 168,560 | | | | 19,347 | |
Item 8.01 Other Information.
On August 10, 2020, the Company issued a press release announcing stockholder approval of the Share Exchange. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | DOCUMENT SECURITY SYSTEMS, INC. |
| | | |
| Dated: August 11, 2020 | By: | /s/ Frank D. Heuszel |
| | Name: | Frank D. Heuszel |
| | Title: | Chief Executive Officer and Interim Chief Financial Officer |
