DSS, INC. 8-K

What Happened
DSS, Inc. announced it entered an underwriting agreement with Aegis Capital Corp. for a firm-commitment public offering of 900,000 shares of common stock at a $1.00 public offering price. The offering closed on February 5, 2026, and was conducted under the company’s shelf registration on Form S-3. Net proceeds to the company are approximately $0.7 million after underwriting discounts, commissions and estimated offering expenses. The company issued press releases on February 4 and February 5, 2026, announcing pricing and closing.

Key Details

• Issuer: DSS, Inc.; Underwriter: Aegis Capital Corp.
• Shares sold: 900,000 common shares at $1.00 per share; net proceeds ≈ $0.7 million.
• Over-allotment option: Underwriter has a 45-day option to buy up to 135,000 additional shares (15% of the base offering) on the same terms.
• Lock-up: The company and its executive officers and directors agreed not to sell or transfer their shares for 45 days following the offering, subject to limited exceptions.
• Registration: Offering made under Form S-3 (File No. 333-281974), declared effective Nov 5, 2024.

Why It Matters
The offering provides DSS with additional cash for general corporate and working capital needs, strengthening near-term liquidity by roughly $0.7 million. Issuing 900,000 new shares increases the company’s outstanding share count, which is dilutive to existing shareholders; the potential exercise of the 135,000-share option would further increase dilution and proceeds. Investors should note the 45-day lock-up and that the company’s filings include customary underwriting and indemnification provisions and standard forward-looking statement cautions.