AsFiled ~~filed~~ with the Securities and Exchange Commission on ~~November~~April 417, ~~2020~~2026.

Registration No. 333- [_____]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~DOCUMENT SECURITY SYSTEMS~~DSS, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York

2650

16-1229730

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

~~200~~275 ~~Canal~~Wiregrass ~~View Boulevard, Suite 104~~Pkwy

~~Rochester~~Henrietta, New York ~~14623~~14586

~~+1-~~(585-) 325-3610

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

~~Frank~~Jason ~~D. Heuszel~~Grady

~~Chief~~Interim Chief Executive Officer

~~Document Security Systems~~DSS, Inc.

~~200~~275 ~~Canal~~Wiregrass ~~View Boulevard, Suite 104~~Pkwy

~~Rochester~~Henrietta, New York ~~14623~~14586

~~+1-~~(585-) 325-3610

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

Copies to:

Darrin M. Ocasio, Esq. Sharon Caroll, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 26th Floor New York, NY 10036 Telephone: +1-212-930-9700 ~~Mitchell~~Anthony SW. ~~Nussbaum~~Basch, ~~Loeb~~Esq. &J. ~~Loeb~~Britton ~~LLP~~Williston, ~~345~~Esq. ~~Park~~Benming ~~Avenue~~Zhang, ~~New~~Esq. ~~York~~Two James Center, ~~New~~14th ~~York~~Floor ~~10154~~1021 East Cary Street Richmond, VA 23219 Telephone: +1(804) 771-~~212-407-4000~~5700

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.

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~~ the Securities Act of 1933, check the following box. ~~[ ]~~☐

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

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~~ the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~☐

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

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

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated filer ~~[X]~~☒ Smaller reporting company ~~[X]~~☒ 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~~ complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ~~[ ]~~ ☐

~~CALCULATION~~The registrant hereby amends this registration statement on such date or dates as may OFbe ~~REGISTRATION~~necessary ~~FEE~~to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

Title of Each Class of Securities to Be Registered		Proposed Maximum Aggregate Offering Price(1)(2)				Amount of Registration Fee
Common Stock, par value $0.02 per share (3)		$	20,700,000			$	2,258.37

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)	Includes the aggregate offering price of the additional shares that the underwriters have the option to purchase to cover over-allotments, if any.
(3)	Pursuant to Rule 416 under the Securities Act, the shares of Common Stock registered hereby also include an indeterminate number of additional shares of Common Stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

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 which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary 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.

PRELIMINARY PROSPECTUS Subject to completion, dated ~~November~~April 4[_], ~~2020~~2026

~~DOCUMENT SECURITY SYSTEMS~~DSS, INC.

$188,000,000

~~Common~~Up to 8,333,333 Shares of Common Stock

WeUp ~~are~~to ~~offering shares of~~8,333,333 ~~our~~Pre-Funded ~~common stock in a firm commitment underwritten public offering.~~Warrants

~~Our~~Up ~~common~~to ~~stock~~8,333,333 isShares ~~listed on the NYSE American LLC under the symbol “DSS.” The last reported sale price~~ of ~~our~~Common ~~common stock~~Stock onUnderlying the ~~NYSE~~Pre-Funded ~~American LLC on November 3, 2020, was $4.53 per share.~~Warrants

~~The~~This ~~public~~is a “reasonable best efforts” offering ~~price~~of ~~per~~8,333,333 ~~share~~shares of common stock, ~~will~~par bevalue ~~determined~~$0.02 ~~between~~per usshare ~~and~~(“Common Stock”), ~~the~~of ~~underwriters~~DSS, ~~based~~Inc. on(the ~~market~~“Company,” ~~conditions at~~“DSS,” the ~~time~~“registrant,” ~~of pricing~~“we,” ~~and~~“our” or ~~may~~“us”) bebased aton aan ~~discount~~assumed tooffering ~~the~~price ~~then~~of ~~current market price~~$0.96 ~~Therefore,~~per share (the ~~recent~~closing ~~market~~ price ~~used~~of ~~throughout this~~the ~~preliminary~~Company’s ~~prospectus~~Common ~~may~~Stock on ~~not~~the beNYSE ~~indicative~~American ofon ~~the~~April ~~final~~15, ~~offering price~~2026).

~~This~~We ~~prospectus~~are ~~contains~~also oroffering ~~incorporates~~the byopportunity ~~reference~~to ~~summaries~~purchase, ofif ~~certain~~the ~~provisions~~purchaser ~~contained~~so chooses and in ~~some~~lieu of ~~the~~shares, ~~documents~~up ~~described herein~~to 8,333,333 ~~but~~pre-funded ~~reference~~warrants (the is“Pre-Funded ~~made~~Warrants”) to ~~the~~purchasers ~~actual~~whose ~~documents~~purchase ~~for~~of ~~complete~~shares ~~information.~~in ~~All~~this ~~the~~offering ~~summaries~~would ~~are~~otherwise ~~qualified~~result in ~~their~~the ~~entirety~~purchaser, bytogether ~~the~~with ~~actual~~its ~~documents~~affiliates and certain related parties, beneficially owning more than 4.99% ~~Copies~~(or, ofat ~~some~~the election of the ~~documents~~purchaser, 9.99%) ~~referred~~of toour ~~herein~~outstanding ~~have~~shares ~~been~~of ~~filed~~Common orStock ~~have~~immediately ~~been~~following ~~incorporated~~the byconsummation ~~reference~~of this offering. The purchase price of each asPre-Funded ~~exhibits~~Warrant is equal to the ~~registration~~price ~~statement~~per ofshare ~~which~~being ~~this~~sold ~~prospectus~~to ~~forms~~the apublic ~~part~~in this offering, ~~and~~minus ~~you~~$0.00001, ~~may~~and ~~obtain~~the ~~copies~~exercise price of ~~those~~each ~~documents as~~Pre-Funded ~~described~~Warrant inis ~~this~~$0.00001 ~~prospectus~~per ~~under~~share. ~~the~~The ~~heading~~Pre-Funded ~~“Where~~Warrants ~~You~~will ~~Can~~be ~~Find~~immediately ~~More~~exercisable ~~Information~~and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.”

~~Investing~~Pursuant into ~~our common stock involves risks that are described in~~ the ~~“Risk~~registration ~~Factors”~~statement ~~beginning~~related onto ~~page 7 of~~ this prospectus ~~for~~, awe ~~discussion~~are ofalso ~~information~~registering ~~that~~the ~~should~~shares beof ~~considered~~Common inStock ~~connection~~issuable ~~with~~upon anexercise ~~investment~~of the inPre-Funded ~~our common stock~~Warrants.

	Per Share	Total
Public offering price	$	$	18,000,000
Underwriting discount (1)	$	$	1,440,000
Proceeds, before expenses, to us (1)	$	$	16,560,000

For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

~~(1)~~The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the Securities offered by this prospectus. The Placement ~~underwriters~~Agent ~~will~~is ~~receive~~not ~~compensation~~purchasing inor ~~addition~~selling any of the Securities we are offering, and the Placement Agent is not required to arrange the ~~underwriting~~purchase ~~discount~~or sale of any specific number of Securities or dollar amount. ~~See~~We have agreed to pay to the ~~“Underwriting”~~Placement ~~section~~Agent the fees set forth in the table below, which assumes that we sell all of the Securities offered by this prospectus. See “Plan of Distribution” for ~~additional~~more information regarding ~~total~~these ~~underwriter compensation~~arrangements.

WeThe ~~have~~actual ~~granted~~public aoffering ~~45-day~~price ~~option~~per toshare will be determined between us and Aegis Capital Corp. (“Aegis” or the ~~underwriters~~“Placement Agent”). toOur ~~purchase~~shares upof to Common Stock are currently listed on the NYSE American (“NYSE”) under the symbol “DSS.” ~~additional~~The closing price of our shares of ~~common~~Common ~~stock~~Stock ~~solely~~on tothe ~~cover~~NYSE ~~over-allotments~~American on April 15, if2026, ~~any~~was $0.96 per share.

~~Neither~~Investing ~~the~~in ~~Securities~~our ~~and~~securities ~~Exchange~~involves ~~Commission~~a ~~nor~~high ~~any~~degree ~~state~~of ~~securities~~risk. ~~commission~~You ~~has~~should ~~approved~~carefully orreview ~~disapproved~~the ofrisks ~~these~~and ~~securities~~uncertainties ~~or passed~~described onin the ~~adequacy~~section ortitled “Risk ~~accuracy~~Factors” beginning on page 6 of this prospectus., ~~Any~~and ~~representation~~under similar headings in any amendments or supplements to ~~the~~this ~~contrary~~prospectus isbefore ayou ~~criminal~~make ~~offense~~an investment in our securities.

The underwriters expect to deliver the shares against payment therefor on or about , 2020.

Per share of
common stock

Per pre-funded
warrant

Total

Assumed Public Offering Price (1) (2)

Placement Agent fees (3) (4)

Proceeds, before expenses, to us

	(1)	Calculated based on an assumed offering price of $0.96, which represents the closing sales price on the NYSE American of the registrant’s common stock on April 15, 2026. This amount will decrease by $0.00001 for each Pre-Funded Warrant sold in this offering.

	(2)	The public offering price corresponds to (x)(i) a public offering price per share of $0.96 and (y)(i) a public offering price per Pre-Funded Warrant of $0.95999.

	(3)	The Placement Agent fees shall equal seven percent (7.0%) of the gross proceeds of the securities sold by us in this offering, plus a non-accountable expense allowance equal to one percent (1.0%) of the aggregate gross proceeds raised in the offering.

	(4)	The Placement Agent will receive compensation in addition to the placement agent fees described above. See “Plan of Distribution” for a description of compensation payable to the Placement Agent.

Because there is no minimum offering amount required as a condition to closing in this offering the actual public amount, placement agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the placement agent fees set forth in the table above and to provide certain other compensation to the Placement Agent. See “Plan of Distribution” beginning on page 19 of this prospectus for more information regarding these arrangements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Book-Running Manager

Aegis Capital Corp.

The date of this prospectus is April [__], ~~2020~~2026.

TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements	ii
Prospectus Summary	1
The Offering	65
Risk Factors	76
Use of Proceeds	1013
Dividend Policy	1013
Capitalization	1114
Dilution	1215
Market for Our Common Stock and Related Stockholder Matters	1215
Principal Stockholders	1316
Description of Common Stock	1417
Underwriting	15
Plan of Distribution	19
Legal Matters	1821
Experts	1821
Where You Can Find More Information	1922
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	1922
Incorporation of Documents by Reference	1922

You should rely only on the information contained or incorporated by reference in this prospectus and any related free writing prospectus that we may provide to you in connection with this offering. We have not, and the ~~underwriters~~Placement ~~have~~Agent has not, authorized any other ~~person~~ person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the ~~underwriters~~Placement Agent are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the applicable document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor ~~any of~~ the ~~underwriters~~Placement Agent has done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus and any such free writing prospectus outside of the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such forward-looking statements include 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 implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “could” or the negative of such terms or other similar 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 qualified in their entirety by reference to the factors discussed throughout this prospectus.

You should read this prospectus (as it may be supplemented or amended) and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to above, as well as the risk factors referred to on page 76 of this prospectus and incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake 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 particularly our forward-looking statements, by these cautionary statements.

Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus and in the documents incorporated by reference in this prospectus. We qualify all of our forward-looking statements by these cautionary statements.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.

PROSPECTUS SUMMARY

This summary highlights information contained inelsewhere ~~other~~or ~~parts of this prospectus and in the documents~~ incorporated by reference. ~~Because it~~into isthis aprospectus. This summary, it does not contain all of the information that you should consider inbefore ~~making~~deciding ~~your~~to ~~investment~~invest ~~decision. Before investing~~ in our common stock,. ~~you~~You should ~~carefully~~ read this prospectus ~~and the documents incorporated by reference in their entirety~~carefully, including the “Risk Factors” ~~included~~contained in this prospectus and incorporated by reference ~~and~~herein, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and ~~the~~our consolidated financial statements and the related notes ~~to those~~and ~~financial~~the ~~statements~~other documents incorporated by reference ininto this prospectus.

~~All~~Unless ~~trademarks~~we orhave ~~trade~~indicated ~~names~~otherwise ~~referred~~or ~~to in this prospectus are~~ the ~~property~~context ofotherwise ~~their respective owners. Solely for convenience~~requires, ~~the~~ ~~trademarks~~references ~~and trade names~~ in this prospectus ~~are~~or ~~referred to without~~ the ®documents ~~and~~incorporated ™by ~~symbols, but such references should~~reference ~~not~~herein beand ~~construed~~therein ~~as any indicator that their respective owners will not assert,~~ to the ~~fullest~~“Company,” ~~extent~~DSS,” ~~under applicable law~~“we,” ~~their rights~~“us” ~~thereto. We do not intend the use or display of other companies’ trademarks~~ and ~~trade~~“our” ~~names~~refer to ~~imply~~DSS, ~~a relationship~~Inc. ~~with,~~and orits ~~endorsement or sponsorship of us by, any other companies~~subsidiaries.

Company Overview

~~Document Security Systems~~DSS, Inc. (together with its consolidated subsidiaries ~~(unless the context otherwise requires)~~, referred to herein as “~~Document Security Systems,” “~~DSS,” “we,” “us,” “our,” or the “Company”) is a multi-segment operating company focused on packaging, biotechnology, financial services, and investment platform businesses. The Company operates inthrough ~~eight~~four principal business ~~lines~~segments: ~~through~~Product ~~eight~~Packaging, ~~(8)~~Biotechnology, ~~DSS~~Commercial ~~subsidiaries~~Lending, and ~~located~~Securities ~~around~~and Investment Management. Through these segments, the ~~globe~~Company seeks to develop and operate businesses across industries where management believes opportunities exist to create long-term shareholder value through operational growth, strategic partnerships, and the development or acquisition of complementary business platforms.

OfThe Company was originally incorporated in the ~~eight~~State ~~subsidiaries~~of New York in May 1984 and historically conducted business under the name Document Security Systems, ~~three~~Inc. On September 16, 2021, the Company’s board of ~~those~~directors ~~have~~approved ~~historically~~an ~~been~~agreement and plan of merger with its wholly owned subsidiary, DSS, Inc., a New York corporation incorporated in August 2020, for the ~~core~~sole ~~subsidiaries~~purpose of effecting a corporate name change from Document Security Systems, Inc. to DSS, Inc. The merger became effective on September 30, 2021, at which time the Company: adopted the name DSS, Inc. while maintaining its existing NYSE American LLC trading symbol “DSS”.

	(1)	Premier Packaging Corporation (DSS Packaging and Printing Group) operates in the paper board folding carton, smart packaging and document security printing markets. It markets, manufactures and sells paper products designed to protect valuable information from unauthorized scanning, copying, and digital imaging.
	(2)	DSS Digital Inc. and its subsidiaries (DSS Digital Group) research, develop, market and sell the Company’s digital products worldwide. The primary product is AuthentiGuard®, which is a brand authentication application that integrates the Company’s counterfeit deterrent technologies with proprietary digital data security-based solutions.
	(3)	DSS Technology Management Inc., manages, licenses and acquires intellectual property (“IP”) assets for the purpose of monetizing these assets through a variety of value-enhancing initiatives, including, but not limited to, investments in the development and commercialization of patented technologies, licensing, strategic partnerships and commercial litigation.

The Company’s Product Packaging segment is conducted primarily through its wholly owned subsidiary Premier Packaging Corporation, headquartered in Rochester, New York, which operates in the paperboard folding carton and consumer product packaging markets and provides customized packaging solutions to customers primarily throughout the United States.

InThe ~~addition~~Company’s toBiotechnology ~~the~~segment ~~subsidiaries~~includes ~~listed~~biotechnology ~~above~~investment and development initiatives conducted through DSS BioHealth Security, Inc., inas ~~2019~~well ~~and~~as ~~early~~the ~~2020~~Company’s controlling ownership interest in Impact BioMedical Inc., ~~DSS~~a ~~has~~biotechnology ~~created~~company ~~five~~whose ~~new~~common ~~wholly~~stock is ~~owned~~publicly ~~subsidiaries:~~traded on the NYSE American under the ticker symbol “IBO.” Impact BioMedical operates as a separate publicly traded entity with its own management, operations, and reporting obligations.

	(4)	DSS Blockchain Security, Inc., intends to specialize in the development of blockchain security technologies for tracking and tracing solutions for supply chain logistics and cyber securities across global markets.
	(5)	Decentralize Sharing Systems, Inc., seeks to provide services to assist companies in the new business model of the peer-to-peer decentralized sharing marketplaces. It also has established a direct marketing or network marketing business line which is designed to sell products or services directly to the public through independent distributors, rather than selling through the traditional retail market.
	(6)	DSS Securities, Inc., has been established to develop or to acquire assets in the securities trading or management arena, and to pursue two parallel streams of digital asset exchanges in multiple jurisdictions: (i) securitized token exchanges, focusing on digitized assets from different vertical industries and (ii) utilities token exchanges, focusing on “blue-chip” utility tokens from solid businesses.
	(7)	DSS BioHealth Security, Inc., is our business line which we will intend to invest in or to acquire companies related to the biohealth and biomedical field, including businesses focused on the research to advance drug discovery and development for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases. This new division will place special focus on open-air defense initiatives, which curb transmission of air-borne infectious diseases such as tuberculosis and influenza, among others.
	(8)	DSS Secure Living, Inc., intends to develop top of the line advanced technology, energy efficiency, quality of life living environments and home security for everyone for new construction and renovations of residential single and multifamily living facilities.

~~Our~~The ~~four~~Company’s ~~reporting~~Commercial ~~segments~~Lending ~~are~~segment asoperates ~~follows:~~through American Pacific Financial, Inc., which provides financing solutions including commercial lines of credit, land development financing, inventory financing, equipment financing, equipment leasing, and third-party loan servicing.

~~DSS~~The ~~Packaging~~Company’s Securities and ~~Printing~~Investment ~~Group~~Management -segment ~~Operating~~focuses ~~under~~on ~~the~~developing ~~name Premier Packaging Corporation, the DSS Packaging~~ and ~~Printing Group~~managing ~~produces~~interests ~~custom packaging serving clients~~ in ~~the~~securities ~~pharmaceutical~~brokerage, ~~nutraceutical~~investment management, ~~beverage, specialty foods, photo packaging~~ and ~~direct~~related ~~marketing~~financial ~~industries,~~services ~~among others~~platforms. ~~The~~This ~~group~~segment ~~also~~includes ~~provides~~Sentinel ~~active~~Brokers ~~and~~Company, ~~intelligent~~Inc., ~~packaging~~a ~~and~~majority-owned ~~document security~~subsidiary ~~printing~~and ~~services~~FINRA-registered ~~for end~~broker-~~user~~dealer. ~~customers~~In ~~along~~April ~~with~~2025, ~~technical~~Sentinel ~~support~~received ~~for~~approval ~~our~~from ~~technology~~the ~~licensees.~~Financial ~~The~~Industry ~~division~~Regulatory ~~produces~~Authority ~~a wide~~(“FINRA”) ~~array~~to ofact ~~printed materials, such~~ as ~~folding~~an ~~cartons~~underwriter and ~~paperboard~~selling ~~packaging,~~group ~~security~~member ~~paper,~~for ~~vital~~corporate ~~records,~~securities ~~prescription paper~~offerings, ~~birth~~ ~~certificates,~~enabling ~~secure~~the ~~coupons~~Company ~~and~~to ~~parts~~participate ~~tracking~~more ~~forms. The division also provides resources and production equipment for~~directly ~~our~~in ~~ongoing~~capital ~~research~~markets ~~and~~transactions ~~development~~through ofbroker-dealer ~~security printing, authentication~~ and ~~related~~underwriting ~~technologies~~activities.

DSS Digital Group - This division researches, develops, markets and sells worldwide the Company’s digital products, including and primarily our AuthentiGuard® product, which is a brand authentication application that integrates the Company’s counterfeit deterrent technologies with proprietary digital data security-based solutions. The AuthentiGuard® product allows our customers to implement a security mark utilizing conventional printing methods that is copy and counterfeit-resistant and that can be read and recorded utilizing smartphones and other digital image capture devices, which can be utilized by that customer’s suppliers, field personnel and end users throughout its global product supply and distribution chains.

DSS Technology Management - Since its acquisition in 2013, DSS Technology Management’s primary mission has been to monetize its various patent portfolios through commercial litigation and licensing. Except for investment in its social networking related patents, we have historically partnered with various third-party funding groups in connection with patent monetization programs. It is our intent to de-emphasize and ultimately wind down this business line. While Management will continue to assert and defend the existing patents and purse potential infringements as they are identified, we do not intend to seek out new patent portfolios.

Direct Marketing - Direct marketing or network marketing is designed to sell products or services directly to the public through independent distributors, rather than selling through the traditional retail market. We believe this business has significant growth potential in the now popular “gig economy”. Consistent with the Company’s strategic business plan and vision, we plan to enter the direct marketing or network marketing industry and take advantage of the opportunities that exist. We have entered into partnerships with existing direct marketing companies to access U.S., Canadian, Asian and Pacific Rim markets. In addition, we have acquired various domestic and international operating licenses from those companies. Through the acquisitions we have secured product licenses, formulas, existing sales networks, patents, web sites, and other resources to initiate sales and revenue generation for this line and launched our HWHGIG and HWH Marketplace direct selling platforms.

Recent Developments

~~American~~The ~~Medical~~following ~~REIT~~summarizes ~~Inc.~~certain transactions, investments, and corporate developments reported by DSS since September 2024:

OnSeptember ~~March 3~~16, ~~2020~~2024 ~~the~~– ~~Company,~~Impact ~~via~~BioMedical ~~its subsidiary DSS Securities~~Inc., ~~entered into~~ a ~~share~~subsidiary ~~subscription~~of ~~agreement and loan arrangement with LiquidValue Asset Management Pte Ltd.~~DSS, ~~AMRE~~commenced ~~Asset~~trading ~~Management,~~on ~~Inc.~~the ~~and~~NYSE American ~~Medical REIT Inc.~~ under ~~which~~the itticker ~~acquired a~~symbol ~~52.5% controlling ownership interest in AMRE Asset Management Inc. (~~“~~AAMI~~IBO.”~~) which currently has a 93% equity interest~~ inImpact ~~American~~BioMedical ~~Medical~~operates ~~REIT~~as ~~Inc. (“AMRE”). AAMI is~~ a ~~real~~biotechnology ~~estate investment trust (“REIT”) management~~ company of ~~which~~focused ~~sets~~on ~~the~~developing ~~strategic vision~~ and ~~formulate~~commercializing ~~investment~~intellectual ~~strategy~~property ~~and~~related ~~manages~~to ~~the assets and liabilities for AMRE. AMRE is~~therapeutic ~~organized~~drug ~~for~~platforms, ~~the~~alternative ~~purposes~~sweetener ofcompounds, ~~acquiring~~fragrance-based ~~hospitals~~compounds, and other ~~acute~~technologies orwithin ~~post-acute~~the ~~care~~healthcare ~~centers from leading clinical operators with dominant market share in secondary~~ and ~~tertiary~~life ~~markets and leasing each property to a single operator under a triple-net lease.~~sciences ~~To date, AAMI and AMRE has not generated revenue~~sectors.

February 3, 2025 – DSS, Inc. issued a Letter to Shareholders outlining management’s strategic priorities for 2025, including initiatives focused on operational efficiency, portfolio optimization, capital allocation discipline, and long-term value creation.

February 26, 2025 – DSS, Inc. announced the sale of its Celios® air purification asset to Impact BioMedical Inc. in an all-equity transaction valued at approximately $1.15 million. The transaction was completed as part of the Company’s efforts to streamline its portfolio and align certain technologies with its biotechnology platform.

April 24, 2025 – Sentinel Brokers Company, Inc., a majority-owned subsidiary of DSS and a FINRA-registered broker-dealer, received approval from the Financial Industry Regulatory Authority (“FINRA”) to act as an underwriter and selling group member for corporate securities offerings, including initial public offerings and follow-on offerings.

May 22, 2025 – DSS reported financial results for the first quarter ended March 31, 2025. The Company reported year-over-year revenue growth, increased printed product sales within its Product Packaging segment, increased rental income from its real estate portfolio, and the completion of the sale of its Plano, Texas facility for $9.5 million. The Company indicated that a portion of the proceeds from the sale was used to reduce outstanding debt.

~~Alset~~June ~~International~~24, ~~Limited~~2025 ~~(formally~~– ~~Singapore~~Impact ~~eDevelopment~~BioMedical Inc. announced that it entered into a definitive merger agreement with Dr. Ashleys Limited), a Cayman Islands exempted company. The proposed transaction was structured as a reverse merger and, if consummated, is expected to result in a combined public entity listed on the NYSE American.

AsAugust ~~of March 31~~18, ~~2020,~~2025 ~~the~~– ~~Company~~Impact ~~owned~~BioMedical ~~83,174,129~~Inc. ~~ordinary~~announced ~~shares of Alset International Limited (“Alset Intl”, formally Singapore eDevelopment Limited) a company incorporated in Singapore and publicly listed on~~ the ~~Singapore~~issuance ~~Exchange Limited, at an exercise price~~ of ~~SGD$0.04~~a ~~(US$0.029)~~United ~~per~~States ~~share~~patent ~~and~~related ~~warrants~~ to ~~purchase an additional 44,005,182 ordinary shares at an exercise price of SGD$0.04 (US$0.029) per share. On June 25, 2020, the Company exercised those warrants bringing~~ its ~~total~~3F™ ~~ownership~~intellectual toproperty ~~127~~portfolio,~~179,311~~ ~~shares~~expanding orpatent ~~approximately~~protection ~~10%~~associated ofwith ~~the~~technologies ~~outstanding~~related shares of Alset Intl at September 30, 2020. As of June 30, 2020 the Company carried its investment in Alset Intl at cost, less impairments under ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. During the third quarter 2020, the Company determined that the investments has a readily determinable fair value based on the volume of shares traded on the Singapore Exchange which evidences a ready market for shares, as well as a consistent and observable market price. Accordingly, this investment is now classified as a marketable security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to ~~hold~~ ~~the~~insect ~~investments~~repellent ~~for a period of at least one year. The Company’s marketable equity securities are measured at fair value with gains~~ and ~~losses~~antimicrobial ~~recognized in other income (expense)~~applications. At the time of change the Company recorded an unrealized gain of approximately $2.1 million. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The fair value of the marketable security as of September 30, 2020 was approximately $5,583,000.

~~Sharing~~March ~~Services~~2026 ~~Global~~– ~~Corp~~DSS disclosed that the closing of the proposed Dr. Ashleys Limited transaction remains subject to certain regulatory approvals and other closing conditions. The parties have agreed to extend the outside closing date of the transaction to July 1, 2026, and management continues to evaluate the status of the transaction.

AsReporting of June 30, 2020, the Company, had acquired and owned approximately 17% of the issued and outstanding shares of Sharing Services Global Corp. (“SHRG”), a publicly traded company, as marketable equity security investment. In the 3rd quarter of 2020, the Company, through a series of class A common shares acquisitions in July 2020, the Company acquired in aggregate, an ownership interest in SHRG of greater than 20%. At that time, it was determined that the Company had the ability to exercise significant influence over SHRG. Accordingly, on July 22nd, the Company began prospectively utilizing the equity method of accounting for its investment into SHRG in accordance with ASC Topic 323 and will recognize our share of their earnings and losses within our consolidated statement of operations and comprehensive income (loss). Due to a lag in financial reporting of SHRG, the Company has not recorded any share of earnings or losses during the period ended September 30, 2020. On a go-forward basis, earnings or losses from SHRG will be recorded on a two-month lag. As of July 22, 2020, the Company owned 62,417,593 class A common shares of SHRG with an adjusted basis of $11.3 million. As of September 30, 2020, the Company held 62,457,378 class A common shares equating to a 32.2% ownership interest in SHRG and prior to adopting the equity method had recorded unrealized gains on marketable securities of approximately $6.1 million for the nine months then ended. As of July 22, 2020, the carrying value of the Company’s equity method investment exceeded our share of the book value of the investee’s underlying net assets by approximately $9.5 million, which represents primarily intangible assets and goodwill arising from acquisitions.Segments

~~Acquisition~~The ofCompany ~~Impact~~evaluates ~~BioMedical~~its operations based on four reportable segments: Product Packaging, Commercial Lending, Biotechnology, and Securities and Investment Management.

OnProduct ~~August~~Packaging: ~~21,~~The ~~2020,~~Product wePackaging ~~closed~~segment ~~the~~operates ~~share~~through ~~exchange~~the ~~agreement~~Company’s ~~we entered into on April 27, 2020, with DSS BioHealth Security, Inc., our~~ wholly owned subsidiary ~~(“DBHS”),~~Premier ~~Alset~~Packaging ~~Intl, and Global BioMedical Pte Ltd, a Singapore corporation and~~Corporation ~~wholly owned subsidiary of Alset Intl~~ (“~~GBM~~Premier”), ~~pursuant to~~ which, ~~among~~provides ~~other~~custom ~~things,~~packaging ~~DBHS~~and ~~acquired~~printing ~~all~~services ~~of the~~to ~~outstanding~~clients ~~capital~~in ~~stock~~the ofpharmaceutical, ~~Impact BioMedical Inc.~~nutraceutical, ~~a Nevada corporation and wholly owned subsidiary of GBM (“Impact~~consumer ~~BioMedical”)~~goods, ~~through~~beverage, aspecialty ~~share~~foods, ~~exchange~~confections, ~~with~~photo ~~Impact~~packaging, ~~BioMedical~~and ~~becoming a~~ direct ~~wholly~~marketing ~~owned~~industries, ~~subsidiary~~among ~~of DBHS~~others. ~~Impact BioMedical~~Premier ~~strives~~produces toa ~~leverage its scientific know-how and intellectual property rights to provide solutions that have been plaguing~~variety ~~the biomedical field for decades. By tapping into the scientific expertise~~ of ~~its~~printed ~~partners, Impact BioMedical has undertook a concerted effort in the research~~ and ~~development~~paperboard ~~(R&D)~~products, ~~drug~~including ~~discovery~~folding ~~and development for the prevention~~cartons, ~~inhibition~~mailers, ~~and treatment~~photo ~~of neurological~~sleeves, ~~oncological~~ and ~~immune~~other ~~related~~packaging ~~diseases.~~materials ~~The~~used ~~consideration~~ for ~~the~~product distribution ~~Impact~~and ~~BioMedical~~branding. ~~shares~~Premier ~~was~~also ~~the following~~provides ~~issued~~document tosecurity ~~GBM~~printing byservices ~~DSS:~~and ~~(i)~~produces ~~483,333~~printed ~~newly~~materials ~~issued~~such ~~shares~~as ofsecurity paper, ~~common~~vital ~~stock of DSS~~records, ~~nominally~~prescription ~~valued at $3~~paper,~~132,000,~~ orbirth ~~$6.48 per share; and (ii) 46~~certificates,~~868~~ ~~newly issued shares of a new series of perpetual convertible preferred stock of DSS (the “Series A Preferred Stock”) with a stated value of $46~~receipts,~~868,000,~~ oridentification $1materials,~~000~~ ~~per~~entertainment ~~share~~tickets, ~~for~~secure ~~a total consideration valued at $50 million.~~coupons, ~~The~~and ~~Series~~parts Atracking ~~Preferred Stock is convertible into shares of common stock of DSS at a conversion price of $6~~forms.48 ofIn ~~preferred stock stated value per share of common stock~~addition, ~~subject to a 19.9% beneficial ownership conversion limitation (a so-called “blocker”) based on~~ the ~~total~~segment ~~issued~~supports ~~outstanding~~research ~~shares of common stock of DSS beneficially owned by GBM. Holders of the Series A Preferred Stock have no voting rights, except as required by applicable law or regulation,~~ and nodevelopment ~~dividends~~efforts ~~will~~related ~~accrue or be payable on the Series A Preferred Stock. The holders of Series A Preferred Stock are entitled~~ to asecurity ~~liquidation preference of $1~~printing,~~000~~ ~~per~~brand ~~share~~protection, ~~and~~consumer ~~the~~engagement ~~Company has the right to redeem all or any portion of the then outstanding shares of Series A Preferred Stock~~technologies, ~~pro rata among all holders, at a redemption price per share equal to the liquidation value per share. Both the Company~~ and ~~Alset~~related ~~Intl obtained approvals of the acquisition transaction from their respective shareholders~~solutions.

Commercial Lending: The Commercial Lending segment operates primarily through American Pacific Financial, Inc. (“APF”), which provides financing solutions to commercial borrowers. APF offers financial services including commercial lines of credit, land development financing, inventory financing, equipment financing, equipment leasing, and third-party loan servicing. Through this platform, the Company seeks to provide financing and related financial services designed to support the operational and growth needs of commercial enterprises across a range of industries.

WeBiotechnology: ~~are~~ The ~~currently~~Biotechnology insegment ~~the~~focuses ~~process~~on ofbiotechnology ~~completing~~investment, ~~the~~research, ~~purchase price accounting~~ and ~~related allocations associated with the acquisition~~development of initiatives ~~Impact~~intended ~~BioMedical. Due~~ to ~~several~~address ~~factors,~~unmet ~~including~~medical aneeds ~~discount~~and ~~for~~advance ~~illiquidity,~~technologies ~~the~~related ~~value~~to ofhuman health ~~the~~and ~~Series~~wellness. AThis ~~Preferred~~segment ~~Stock was~~includes ~~discounted~~activities ~~from~~related ~~$46,868,000~~ to ~~$35,187,000, thus reducing~~ the ~~final consideration given to approximately $38~~research,~~319,000.~~ ~~The~~development, ~~Company~~ and iscommercialization ~~also in the process~~ of ~~completing~~technologies ~~valuations~~associated ~~and~~with ~~useful~~drug ~~lives~~discovery, ~~for~~including ~~certain~~those ~~Technology and In Process Research &~~targeting ~~Development~~ neurological, ~~assets~~oncological, ~~acquired in the transaction~~ and ~~the~~immune-related ~~purchase price allocation will be completed with finalization of those valuations~~diseases. WeBiotechnology ~~expect~~initiatives within the ~~preliminary~~Company ~~purchase~~also ~~price~~include ~~accounting~~research toinvolving bealternative ~~completed~~sweetener ~~during~~compounds ~~the~~and ~~three months ending December 31, 2020.~~functional As fragrance offormulations ~~September~~that ~~30,~~may ~~2020,~~have ~~Impact~~potential ~~Biomedical~~applications ~~has~~within ~~not~~healthcare ~~generated~~and ~~revenue~~industrial sectors.

OnSecurities ~~October~~and 16Investment Management: The Securities and Investment Management segment was established to develop and manage the Company’s interests in securities brokerage, ~~2020~~investment management, ~~GBM~~and ~~converted~~related 4financial services platforms. The segment focuses on acquiring,~~293~~ developing, ~~shares~~and ofoperating ~~our~~businesses ~~Series~~involved Ain ~~Preferred~~securities ~~Stock~~trading, ~~having~~capital amarkets ~~par~~activities, ~~value~~and ofinvestment $0management services.02 Key ~~per~~activities ~~share~~within this segment include broker-dealer operations, investment advisory services, and participation in ~~exchange~~financial services ~~for~~platforms ~~662,500~~and ~~restricted~~investment ~~shares~~vehicles. ofThe ~~our~~segment ~~common~~includes ~~stock~~interests ~~based~~in ~~upon~~entities asuch ~~liquidation~~as ~~value~~Sentinel ofBrokers $1Company,~~000~~ ~~and~~Inc., a ~~conversion~~registered ~~price~~broker-dealer that offacilitates ~~$6.48~~institutional ~~per~~trading activities and participates in corporate securities offerings, American Medical REIT (“AMRE”) ~~share~~and ~~pursuant~~its tomanagement ~~Section~~company 8AMRE Asset Management, Inc.2 (a“AAMI”), ofwhich ~~the~~were ~~Certificate~~established ofto ~~Designation~~pursue ofmedical ~~Series~~real Aestate ~~Convertible~~investment opportunities, ~~Preferred~~and ~~Stock~~BMI Capital International, LLC, a corporate finance advisory firm providing services including capital raising, corporate finance consulting, and related advisory services.

~~Included~~Through inthese ~~the Company’s Schedule 14A filing on November 2~~platforms, ~~2020,~~the weSecurities ~~are~~and ~~asking~~Investment ~~our~~Management ~~stockholders~~segment seeks to ~~approve,~~participate ~~pursuant~~in tofinancial ~~Rule~~services ~~713 of~~activities ~~the~~including ~~NYSE American~~securities brokerage, ~~the~~investment ~~potential~~advisory ~~issuance of shares of the Corporation’s common stock~~services, ~~representing~~capital ~~equal~~markets ~~to or greater than 20% or more of presently outstanding stock~~transactions, ~~issuable~~and ~~upon~~real ~~conversion~~estate ofinvestment ~~our Series A Preferred Stock issued by the Company to GBM by increasing the 19~~opportunities.~~9% beneficial ownership conversion limitation to 50.99%.~~

~~Alset~~Stock ~~Intl’s Chief Executive Officer and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of DSS.~~Listing

~~Alset~~Our ~~Title~~common ~~Company~~stock is listed on The NYSE American LLC under the symbol “DSS”.

In August 2020 the Company’s wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”). DSS Securities, Inc., will own 70% of this venture, with the other two shareholders being attorneys necessary to the state application and permitting process. There was no activity for the nine months ended September 30, 2020.

Presidio Property Trust

On October 7, 2020, DSS Securities, Inc. took part in an initial public offering of Presidio Property Trust, Inc., a Maryland corporation (“Presidio”), that invests primarily in commercial properties, such as office, industrial and retail properties, as well as in residential model home properties, in regionally dominant markets across the United States. As part of this offering, we purchased 200,000 shares of Presidio’s Series A Common Stock at $5.00 per share for a total purchase price of $1,000,000.

BMI Capital International LLC

On September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial Group, Inc. a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability company (“BMIC”) whereas DSS Securities, Inc. purchased 14.9% membership interests in BMIC for $100,000. DSS Securities also has the option to purchase an additional 10% of the outstanding membership interest. This option expires on September 10, 2022. BMIC is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company’s chairman of the board and another independent board member of the Company also have ownership interest in this joint venture.

Equipment Line of Credit

On July 31, 2020, Premier Packaging Corporation entered into a Loan Agreement and accompanying Term Note Non-Revolving Line of Credit Agreement with Citizens pursuant to which Citizens agreed to lend up to $900,000 to permit Premier Packaging Corporation to purchase equipment from time to time that it may need for use in its business. The aggregate principal balance outstanding under the Equipment Acquisition Line of Credit bears interest thereon at a per annum rate of 2% above the LIBOR Advantage Rate until the Conversion Date (as defined in the Term Note Non-Revolving Line of Credit). Effective on the Conversion Date, the interest shall be adjusted to a fixed rate equal to 2% above the bank’s Cost of Funds, as determined by Citizens. As of September 30, 2020, the loan had a balance of $0 and Premier Packaging Corporation still has available $900,000 for equipment borrowings.

Annual Meeting of Stockholders; Proposed Name Change and Change of Domicile

On November 2, 2020, the Company filed its definitive Form 14A proxy materials for our 2020 Annual Meeting of Stockholders. The purpose of the meeting is to (1) elect eight director nominees to the Company’s Board of Directors to hold office until the next Annual Meeting of Stockholders; (2) ratify Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; (3) provide an advisory vote on executive compensation; (4) approve, pursuant to Rule 713 of the NYSE American, the potential issuance of shares of the Corporation’s common stock, par value $0.02 per share representing equal to or greater than 20% but not more than 50.99% of presently outstanding stock, issuable upon conversion of our Series A Convertible Preferred Stock, issued by the Company to GMB on August 21, 2020 in accordance with the Share Exchange Agreement dated April 27, 2020, by increasing the beneficial ownership limitation of the Series A Convertible Preferred Stock; and (5) approve the reincorporation of the Company from New York to Texas, pursuant to a merger of the Company with and into a newly-formed Texas corporation that will initially be a wholly-owned subsidiary of the Company, resulting in a change in name of the Company from “Document Security Systems, Inc.” to “Alset, Inc.”

Financial Impact of COVID-19 Pandemic

The COVID-19 pandemic has created global economic turmoil and has potentially permanently impacted how many businesses operate and how individuals will socialize and shop in the future. The Company continues to feel the effect of the COVID-19 business shutdowns and consumer stay-at-home protections. But the effect of the economic shutdown has impacted our business lines differently; some more severely than others. In most cases we believe the negative economic trends and reduced sales will recover over time. However, management had determined that one of its business lines, DSS Plastics, has been, and will continue to be, more severely impacted by the pandemic than our other divisions. We do not believe this is a short-term phenomenon. We expect that this business may be permanently impacted because we believe that both consumer and corporate future travel habits will be negatively impacted, and as a result, use of hotel access cards will be diminished. We believe that conventions and sporting events will be fewer and smaller in attendance, and therefore demand for our card identification products will be reduced. Further, we believe that physical security cards and individual IDs will be replaced by more digital and optical technologies. As a result, management has decided to fully impair its goodwill related to DSS Plastics. The impact to DSS’s first quarter earnings of this impairment was approximately $685,000.

Exit of Plastic Printing Business

On May 22, 2020, our management announced that it had committed to a restructuring plan to further reduce our operating expenses in response to the economic challenges and uncertainty resulting from the COVID-19 pandemic and its potential permanent impact on our plastics business. As part of this restructuring, our management had decided to exit our plastic printing business line, which we operate under Plastic Printing Professionals, Inc. (DSS Plastics Group), a wholly-owned subsidiary of the Company, and to fully impair our goodwill related to DSS Plastics Group. The sale of DSS Plastics Group was consummated and closed on August 14, 2020. The remaining assets of DSS Plastics Group were either sold, separately disposed, or retained by other existing DSS businesses lines.

In addition, we have initiated efforts to sub-lease the DSS Plastics Group property, which has approximately 3.5 years remaining on its lease term at an estimated annual lease cost of $240,000 per year. Ongoing costs in connection with the closing of this business line will be associated primarily with lease related costs. Further, the impact to our earnings of the goodwill impairment for our first quarter ended March 31, 2020, and the nine months ended September 30, 2020, was approximately $685,000

Corporate Information

Our principal executive offices are located at ~~200~~275 ~~Canal~~Wiregrass ~~View Boulevard~~Pkwy, ~~Suite 104~~Henrietta, ~~Rochester,~~NY ~~New York 14623~~14586, USA. Our telephone number is +1-585-325-3610. Our corporate website is www.~~dsssecure~~dssworld.com. Information contained in or accessible through our website is not part of this prospectus.

5This summary highlights information contained in other parts of this prospectus and in the documents incorporated by reference. Because it is a summary, it does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this prospectus and the documents incorporated by reference in their entirety, including the “Risk Factors” included in this prospectus and incorporated by reference and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the notes to those financial statements incorporated by reference in this prospectus.

THE OFFERING

Common stock offered by us		8,333,333 shares of Common Stock based on an assumed public offering price of $0.96 per share.
Common stock outstanding prior to this offering (as of October 29, 2020)		5,836,212 shares
Pre-Funded Warrants		We are also offering to investors that would otherwise result in the investor’s beneficial ownership exceeding 4.99% of our outstanding shares of Common Stock immediately following the consummation of this offering the opportunity to invest in Pre-Funded Warrants to purchase one share of Common Stock in lieu of one share of Common Stock. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The purchase price of each Pre-Funded Warrant will be equal to the price per one share of Common Stock, minus $0.00001, and the exercise price of each Pre-Funded Warrant will equal $0.00001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time in perpetuity until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.
Common stock to be outstanding immediately following this offering		shares
Assumed Public Offering Price		$0.96 per share
Underwriters’ option to purchase additional shares from us		shares
Shares of Common Stock Outstanding before this Offering		10,042,518
Use of proceeds		We estimate that we will receive net proceeds from this offering of approximately $16.2 million, or approximately $18.6 million if the underwriter exercises its overallotment option, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering, together with our existing cash, to fund (1) the development and growth of our new business lines, (2)acquisition opportunities, (3) the Company’s general corporate and working capital needs We estimate that at least $9.2 million of the net proceeds from this offering will be invested into our new business line growth and development, $5.5 million for possible acquisitions or investments in complementary businesses, products, services, technologies or existing assets, and approximately $1.5 million of the net proceeds from this offering will be used for general corporate and working capital needs. See “Use of Proceeds” below.
Shares of Common Stock Outstanding after this Offering		18,375,851 shares of Common Stock, assuming that no Pre-Funded Warrants are issued or exercised.
Dividend policy		We have never paid cash dividends, and we do not anticipate paying a cash dividend in 2020 or 2021. We anticipate that we will retain any earnings and other cash resources for investment in our business. The payment of dividends on our common stock is subject to the discretion of our board of directors and will depend on our 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 board of directors deems relevant.
Use of Proceeds		We currently expect to use the net proceeds for working capital and general corporate purposes. For additional information please refer to the section entitled “Use of Proceeds.”
Risk factors		An investment in our common stock involves a high degree of risk. You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
Placement Agent Compensation		The Placement Agent will receive a cash placement fee equal to 7.0% of the gross proceeds from the sale of securities in the offering, plus a non-accountable expense allowance equal to 1.0% of the aggregate gross proceeds raised in the offering. We will also reimburse the Placement Agent for its reasonable legal fees and other out-of-pocket expenses up to $100,000. See “Plan of Distribution.”
Risk Factors		An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus and the other information included in this prospectus for a discussion of the risk factors you should carefully consider before deciding to invest in our securities.
NYSE American symbol		DSS

The number of shares of our common stock to be outstanding ~~after~~upon completion of this offering is based on 510,~~836~~042,~~212~~518 shares of our common stock outstanding at ~~October~~as 29of April 15, ~~2020~~2026, and excludes ~~the following~~:

● 19595,~~261~~349 shares of common stock issuable ~~upon~~if ~~exercise~~conversion offeature ~~stock~~associated ~~options~~with ~~outstanding~~convertible atpromissory anote ~~weighted-average~~with Alset, Inc is exercised at an exercise price of $~~150~~0.4486 per share; ● 403,~~681~~310,811 shares of common stock issuable ~~upon~~if ~~exercise~~conversion offeature ~~warrants~~associated ~~outstanding~~with atconvertible apromissory ~~weighted-average~~note with Alset International Limited is exercised at an exercise price of $330.5274 per share; ● 616,~~570~~554,~~174~~055 shares of common stock issuable upon ~~conversion~~exercise of warrants issued in connection with the ~~outstanding~~convertible ~~Series~~promissory Anote ~~Preferred~~with ~~Stock,~~Alset ~~subject~~International toLimited aat ~~beneficial~~an ~~ownership~~exercise ~~conversion~~price ~~limitation~~of $0.93 per share; and ● ~~191~~673,~~314~~436 shares of common stock reserved and available for issuance under our equity compensation plans.

Unless otherwise indicated, all information in this prospectus reflects or assumes no exercise by the underwriters of their option to purchase up to additional shares of common stock in this offering.5

RISK FACTORS

An investment in our ~~common~~securities ~~stock is speculative and~~ involves a high degree of risk ~~including the risk of a loss of your entire investment~~. You should carefully consider the ~~risk~~risks ~~factors~~described filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2020, which are incorporated by reference in this prospectus, as well as those set forth below~~, which~~ ~~update~~before ~~the~~making ~~risk factors in that Current Report. These risk factors contain, in addition to historical information, forward~~an ~~looking~~investment ~~statements that involve risks and uncertainties~~decision. Our actual results could differ significantly from the results discussed in the forward looking statements. The occurrence of any of the adverse developments described in the following risk factors and in the documents incorporated herein by reference could materially and adversely harm our business, prospects, financial condition, ~~results of operations~~ or ~~prospects.~~operating Inresults ~~such event, the value of our common stock~~ could ~~decline,~~be ~~and~~harmed ~~you~~by ~~could~~any ~~lose all or a substantial portion~~ of ~~the~~these ~~money that you pay for our common stock. In addition, the~~ risks ~~and uncertainties discussed below and in the documents incorporated herein by reference are not the only ones we face. Our business~~, ~~financial~~as ~~condition, results of operations or prospects~~well ~~could~~as ~~also~~other ~~be harmed by~~ risks ~~and uncertainties~~ not currently known to us or that we currently doconsider ~~not~~immaterial. ~~believe~~The ~~are~~trading ~~material,~~price ~~and these~~of ~~risks~~our ~~and~~Common ~~uncertainties~~Stock could ~~result~~decline due into aany ~~complete loss~~ of ~~your~~these ~~investment. In assessing the~~ risks, and, ~~uncertainties~~as ~~described below~~a result, you ~~should~~may ~~also~~lose ~~refer~~all ~~to the other information contained in this prospectus (as supplemented~~ or ~~amended)~~part ~~and~~of ~~the~~your ~~documents incorporated by reference in this prospectus~~investment.

~~Risks~~In ~~Relating~~the course of conducting our business operations, we are exposed to ~~Our~~a ~~Business~~variety of risks. Any of the risk factors we describe below have affected or could materially adversely affect our business, financial condition and results of operations. The market price of our securities could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Our business is influenced by many factors that are difficult to predict and that involve uncertainties that may materially affect our actual operating results, cash flows and financial condition. Before making an investment decision about our common stock, you should carefully consider the specific factors set forth under the caption “Risk Factors” in this prospectus and in our periodic and current reports filed with the SEC that are incorporated by reference herein (including the “Risk Factors” set forth in our Annual Report on Form 10-K filed with the SEC on March 31, 2026), together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus in light of your particular investment objectives and financial circumstances.

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations in the future. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business 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, and you could lose all or part of your investment in our common stock.

The value of our intangible assets and investments may not be equal to their carrying values.

As of December 31, 2025, we had approximately $17.0 million of net intangible assets. Approximately $17.0 million is associated with Impact Biomedical, Inc. The Company has completed valuations for certain developed technology assets acquired in the transaction as well as the non-controlling interest portion of Impact BioMedical, Inc. and its subsidiaries. If licensing efforts are not successful, the values of these assets could be reduced. We are required to evaluate the carrying value of such intangibles and goodwill and the fair value of investments whenever events or changes in circumstances indicate that the carrying value of an intangible asset, including goodwill, and investment may not be recoverable. If any of our intangible assets, goodwill or investments are deemed to be impaired then it will result in a significant reduction of the operating results in such period.

We have secured indebtedness, and a potential risk exists that we may be unable to satisfy our obligations to pay interest and principal thereon when due or negotiate acceptable extensions or settlements.

We have outstanding indebtedness (described below), most of which is secured by assets of various DSS subsidiaries and guaranteed by the Company. Given our history of operating losses and our cash position, there is a risk that we may not be able to repay indebtedness when due. If we were to default on any of our other indebtedness that require payments of cash to settle such default and we do not receive an extension or a waiver from the creditor and the creditor were to foreclose on the secured assets, it could have a material adverse effect on our business, financial condition, and operating results.

As of ~~September~~December 3031, ~~2020~~2025, we had the following significant amounts of outstanding indebtedness:

● Premier ~~$1,110,000~~Packaging ~~due~~entered ~~under~~into amaster ~~promissory~~loan ~~note~~and ~~with~~security ~~Citizens~~agreement ~~Bank~~(“BOA ~~used~~Note”) towith ~~purchase~~Bank ~~our~~of ~~packaging~~America, ~~division facility~~N.A. ~~We are required~~ (“BOA”) to ~~pay~~secure ~~monthly~~financing ~~installments~~approximating of $73,710,000 ~~with~~to ~~interest~~purchase ~~fixed at 4.22% until June 2029, at which time~~ a ~~balloon~~new ~~payment~~Heidelberg ofXL ~~the~~106-7+L ~~remaining~~printing ~~principal balance will be due~~press. The ~~promissory~~aggregate ~~note~~principal isbalance outstanding ~~secured~~under by a first mortgage on our packaging division facility. ● $900,000 in a term note non-revolving line of credit with Citizens Bank used by Premier Packaging Corporation (“Premier Packaging”) to purchase equipment. Effective on the ~~Conversion~~BOA ~~Date,~~Note ~~the interest~~ shall bebear ~~adjusted~~interest toat a ~~fixed~~variable rate ~~equal~~on toor 2%before ~~above~~ the ~~bank’s~~loan ~~Cost of Funds, as determined by Citizens~~closing. ~~The~~As ~~note had no borrowings against it as~~ of ~~September~~December 3031, ~~2020. ● $801~~2025,~~000~~ inthe aoutstanding principal ~~term~~on ~~note~~the ~~non-revolving~~BOA ~~line~~Note ofwas ~~credit with Citizens Bank used by Premier Packaging Corporation (“Premier Packaging”) to purchase equipment. The note is amortized over a 48-month period and payable in monthly installments of~~ $131,916,000. ~~Interest~~and ~~accrues~~had atan 1interest ~~Month~~rate ~~LIBOR~~of ~~plus 2~~4.0063%. ●As ~~$100,000~~of inDecember a31, ~~zero-interest promissory note entered into by the Company’s DSS Asia subsidiary to acquire Guangzhou Hotapps Technology Pte Ltd.~~2025, ~~a Chinese company. This note was paid in full in October 2020. ●~~ $~~800~~544,000 ~~revolving~~was ~~credit~~included ~~line with Citizens Bank by Premier Packaging payable~~ in ~~monthly~~the ~~installments~~current portion of ~~interest~~long-term ~~only. The revolving credit line bears interest at 1 Month LIBOR plus 2.0% and had no borrowings against it at as of September 30~~debt, ~~2020. ● $200~~net,~~000~~ ~~unsecured promissory note between AMRE~~ and ~~LiquidValue Asset Management Pte Ltd. The note calls for interest to be paid annually on March 2 with interest fixed at 8.0% and matures on March 2, 2022. The holder is a related party owned by~~ the ~~Chairman~~remaining ofbalance ~~the Company’s board~~ of ~~directors.~~approximately ● $1,~~072~~372,000 ~~under~~recorded ~~the Paycheck Protection Program, which was established~~ as ~~part~~long-term ~~of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), and provides for loans to qualifying businesses for amounts up to 2~~debt.5 ~~times~~The ofBOA ~~the~~Note ~~average~~contains certain ~~monthly~~covenants ~~payroll~~that ~~expenses~~are ofanalyzed ~~the qualifying business~~annually. As of ~~August~~December 431, ~~2020~~2025, ~~pursuant to the terms of the SBA PPP program, the Company submitted applications for~~ Premier ~~Packaging~~is ~~and~~in ~~DSS~~compliance ~~Digital~~with ~~for~~these ~~a requested 100% loan forgiveness~~covenants. ~~AAMI, pursuant to the terms of the SBA PPP program, submitted its application for 100% loan forgiveness in October 2020.~~

~~The~~● ~~Citizens~~Premier ~~credit~~Packaging ~~facilities~~entered into a loan and security agreement with Bank of America for the ~~Company’s~~principal ~~subsidiary,~~amount ~~Premier~~of ~~Packaging~~$790,000 ~~contain~~and ~~various~~shall ~~covenants~~accrued interest ~~including~~at ~~fixed~~the ~~charge coverage~~rate ~~ratio~~of 7.44%. Principal and interest shall be repaid in the approximate amount of $14,000 ~~tangible~~through ~~net~~March ~~worth~~2029. ~~and~~This ~~current~~loan is ~~ratio~~collateralized ~~covenants~~by ~~which~~a ~~are~~Bobst ~~tested~~Model ~~annually~~Novacut atand is guaranteed by DSS, Inc. As of December 31., ~~For~~2025, the ~~year~~outstanding ~~ended~~principal ~~December~~and interest ~~31,~~approximates ~~2019~~$482,000 ~~Premier~~of ~~Packaging~~which $132,000 was included in ~~compliance~~the ~~with~~current portion of long-term debt, net, and the ~~annual~~remaining ~~covenants~~balance of approximately $350,000 recorded as long-term debt.

● AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”) with Patriot Bank, N.A. (“Patriot Bank”) in an amount up to $6,155,000, with the amount financed approximating $5,105,000. The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25%. The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $2,829,000 due at term end. The net book value of these assets as of December 31, 2025 approximated $6,231,000. As of December 31, 2025, the outstanding principal and interest approximates $4,231,000. As of December 31, 2025, $226,000 was included in the current portion of long-term debt, net, and the remaining balance of approximately $4,005,000 recorded as long-term debt on the accompanying consolidated balance sheet.

● $3,000,000 loan agreement with BMI Capital Partners International Limited (“BMIC International”) (“BMIC International Loan”), between LVAM and BMIC International with interest to be charged at a variable rate to be calculated at the maturity date. The BMIC International Loan matured on October 12, 2022 and both parties agree based on the language of the loan documents that the loan will keep extending an additional 3 months until either party cancels the extension. As of December 31, 2025, the outstanding principal and interest approximated $33,000 and is included in current portion of long-term debt, net on the accompanying balance sheet.

● $3,000,000 loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”) between LVAM and Wilson with interest to be charged at a variable rate to be calculated at the maturity date. The Wilson Loan matured on October 12, 2022 and both parties agree based on the language of the loan documents that the loan will keep extending an additional 3 months until either party cancels the extension. As of December 31, 2025, the outstanding principal and interest approximated $145,000 and is included in current portion of long-term debt, net on the accompanying balance sheet.

● AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle Bank”) in the amount of $40,300,000. The LifeCare Agreement supported the acquisition of three medical facilities located in Fort Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $62,000,000. The LifeCare Agreement has a variable interest rate which equated to 8.12% on December 31, 2025. The net book value of these assets as of December 31, 2025 approximated $12,338,000. The outstanding principal and interest approximated $37,000,000 and is included in current portion of long-term debt, net on the accompanying balance sheet. This note is in default and is due as of the date of this filing.

● DSS issued a $500,000 convertible promissory note to Alset, Inc. (“holder”), the Company’s largest shareholder and a related party, bearing interest at Prime (6.75% at December 31, 2025). The first 12 months’ interest is to be paid in shares of the Company; thereafter, interest is prepaid annually in cash or shares at the holder’s election. The note is convertible at the holder’s option at a fixed $0.86 per share, is payable on demand (or July 31, 2028 if not demanded) and may be redeemed by the Company on or after the first anniversary. The outstanding principal and interest, approximates $512,000 and is included in Convertible note payable, related party on the accompanying consolidated balance sheet at December 31, 2025.

● $2,450,000 convertible promissory note (the “AIL Note”) and warrants to purchase 16,554,055 shares of DSS common stock (the “Warrants”) with Alset International Limited (“AIL”). The AIL Note will bear a simple interest rate of 3% per annum. Under the terms of the AIL Note, AIL may convert any outstanding principal and interest into shares of DSS common stock at $0.74 per share upon notice prior to maturity of the AIL Note five (5) years from the date of thereof. The Warrants to be issued to AIL are to purchase up to 16,554,055 shares of DSS common stock at an exercise price of $0.93 per share. The Warrants expire on their fifth anniversary.

A significant amount of our revenue is derived from one customer.

As of December 31, 2025, one customer accounted for approximately 29% of our consolidated revenue. As of December 31, 2025, five customers accounted for 19%, 18%, 13%, 12% and 11% of our trade accounts receivable balance. If we were to lose this customer or if the amount of business we do with this customer declines significantly, our business would be adversely affected. As of December 31, 2024, two customers accounted for approximately 22% and 13% of our consolidated revenue and these two customers accounted for approximately 29% and 20% of our consolidated trade accounts receivable balance.

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

Although we have received patents with respect to certain of our core business technologies, there can be no assurance that these patents will afford us any meaningful protection. Although we believe that our use of the technology and products we have developed, and other trade secrets used in our operations do not infringe upon the rights of others, our use of the technology and trade secrets we developed may infringe upon the patents or intellectual property rights of others. In the event of infringement, we could, under certain circumstances, be required to obtain a license or modify aspects of the technology and trade secrets we developed or refrain from using the same. We may not 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 our operations and our financial condition. Moreover, if the patents, technology, or trade secrets we developed or use in our business are deemed to infringe upon the rights of others, we could, under certain circumstances, become liable for damages, which could have a material adverse effect on our operations and our financial condition. As we continue to market our products, we 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 our applications.

~~The~~Furthermore, ~~value~~third ofparties may assert that our ~~intangible~~intellectual ~~assets~~property rights are invalid, which could result in significant expenditures by us to refute such assertions. If we become involved in litigation, we could lose our proprietary rights, be subject to damages and ~~investments~~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 our business. If there is a successful claim of infringement, we may not be ~~equal~~able to ~~their~~develop ~~carrying~~non-infringing ~~values~~technology or enter into royalty or license agreements on acceptable terms, if at all. If we are unsuccessful in defending claims that our intellectual property rights are invalid, we may not be able to enter into royalty or license agreements on acceptable terms, if at all.

AsCertain of ~~September~~our ~~30,~~recently ~~2020,~~developed weproducts ~~had~~are ~~approximately~~not ~~$39.5~~yet ~~million~~commercially ofaccepted ~~net intangible assets. Approximately $38.3 million is associated with the acquisition of Impact Biomedical, Inc. The Company is in the process of completing valuations~~ and ~~useful~~there ~~lives~~can ~~for certain Technology and In Process Research & Development assets acquired in the transaction and the purchase price allocation will~~ be ~~completed~~no ~~with~~assurance ~~finalization~~that of those ~~valuations.~~products Wewill ~~expect the preliminary purchase price accounting to~~ be ~~completed during the three months ending December 31~~accepted, ~~2020. Approximately $287,000 of this amount are intangible assets~~ which ~~derive~~would ~~their~~adversely ~~value from~~affect patents or patent rights. If licensing efforts and litigation are not successful, the values of these assets could be reduced. We are required to evaluate the carrying value of such intangibles and goodwill and the fair value of investments whenever events or changes in circumstances indicate that the carrying value of an intangible asset, including goodwill, and investment may not be recoverable. If any of our ~~intangible~~financial ~~assets, goodwill or investments are deemed to be impaired then it will result in a significant reduction of the operating~~ results ~~in such period~~. ~~As noted above, management has determined that the goodwill of DSS Plastics has been permanently and materially impaired due to the global pandemic and other market factors.~~

We’ve ~~are~~acquired ~~proposing~~several topatents ~~amend~~in the bio-health field through our ~~outstanding~~acquisition ~~Series~~if AImpact ~~Preferred~~Biomedical, ~~Stock~~Inc. Our business plan includes plans to ~~increase~~incur significant marketing, intellectual property development and sales costs for the ~~beneficial~~bio-health ~~ownership~~related ~~limitation~~products. onIf ~~conversion~~we are ~~from~~not ~~19.99%~~able to 50develop and sell these new products, our financial results will be adversely affected.~~99%.~~

The ~~terms~~results of our ~~outstanding~~research ~~Series~~and Adevelopment ~~Preferred~~efforts ~~Stock~~are ~~currently~~uncertain include a limitation on the right of the holder to convert the Series A Preferred Stock to the extent that after giving effect to any such conversion the holder (together with the holder’s subsidiaries, and ~~any~~there ~~other~~can ~~persons~~be ~~controlled~~no byassurance ~~the holder) would then beneficially own in excess~~ of ~~19.99% of~~ the ~~number~~commercial ofsuccess ~~shares~~ of common stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). The current holder of the outstanding Series A Preferred Stock is GBM, a wholly owned subsidiary of Alset Intl., of which Heng Fai Ambrose Chan, our ~~Chairman and largest stockholder, is the Chief Executive Officer and largest stockholder~~products.

OnWe ~~November~~believe 2,that ~~2020,~~ we ~~filed~~will ~~our~~need ~~definitive~~to ~~Form~~continue ~~14A~~to ~~proxy~~incur ~~materials~~research ~~for~~and ~~our~~development ~~2020~~expenditures ~~Annual~~to ~~Meeting~~remain ofcompetitive. ~~Stockholders,~~The toproducts bewe ~~held~~are oncurrently ~~December~~developing 8,or ~~2020,~~may develop in ~~which~~the ~~our~~future ~~stockholders~~may ~~are~~not ~~being~~be ~~asked~~technologically tosuccessful. ~~approve~~In anaddition, ~~amendment to~~ the ~~terms~~length of ~~the~~our ~~Series~~product Adevelopment ~~Preferred Stock~~cycle tomay ~~increase~~be ~~the~~greater ~~Beneficial~~than ~~Ownership~~we ~~Limitation~~originally ~~percentage~~expected, ~~from~~and ~~19.99%~~we tomay ~~50.99%~~experience ofdelays ~~the~~in ~~number~~future ofproduct ~~shares~~development. ofIf ~~common~~our ~~stock~~resulting ~~outstanding~~products are ~~immediately~~not ~~after~~technologically ~~giving~~successful, ~~effect~~they tomay anot ~~conversion~~achieve market acceptance or compete effectively with our competitors’ products.

AsThe ofmarkets ~~the~~in ~~date~~which ofwe ~~this~~operate ~~prospectus, 42,575 shares of Series A Preferred Stock~~ are ~~outstanding,~~highly ~~convertible into an aggregate of up to 6~~competitive,~~570,174~~ shares of common stock (subject to adjustment in certain circumstances). The current Beneficial Ownership Limitation would prevent GBM from converting its Series A Preferred Stock into more than 5,000 additional shares of common stock, based on GBM’s and ~~its~~we ~~controlled~~may ~~persons’~~not ~~current~~be ~~beneficial~~able ~~ownership of 1,162,501 shares of common stock. If the amendment is approved by our shareholders at the Annual meeting, that maximum conversion number would increase~~ to ~~3,700,000~~compete ~~shares of common stock~~effectively, ~~based~~especially onagainst ~~GBM’s~~established ~~and its controlled persons’ current beneficial ownership of common stock. The issuance of such~~industry ~~additional~~competitors ~~shares~~with ofgreater ~~common~~market ~~stock~~presence ~~upon a conversion of the Series A Preferred Stock would result in significant additional dilution to our common stockholders~~ and ~~afford~~financial ~~them a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company~~resources. This means that our current common stockholders would in that circumstance own a smaller interest in our Company and will have less ability to influence significant corporate decisions requiring stockholder approval.

~~Risks~~Our ~~Relating~~markets are highly competitive and characterized by rapid technological change and product innovations. Our competitors may have advantages over us 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 ~~This~~adapt ~~Offering~~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 us to decrease the price of our products and services. We cannot assure you that we 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 us to establish selling prices and gross margins at profitable levels.

~~Our~~If ~~share~~we ~~price~~are ~~may~~unable beto ~~volatile~~respond to regulatory or industry standards effectively, our growth and development could ~~decline~~be ~~substantially~~delayed or limited.

~~The~~Our ~~market~~future ~~price~~success ofwill depend in part on our ~~common~~ability ~~stock~~to ~~has~~enhance ~~been~~and improve the functionality and ~~may~~features ~~continue~~of toour beproducts ~~volatile~~and services in accordance with regulatory or industry standards. ~~Many~~Our ~~factors~~ability ~~may~~to ~~cause~~compete ~~the~~effectively ~~market~~will ~~price~~depend ~~for~~in part on our ~~common~~ability to influence ~~stock~~and respond to ~~decline~~emerging industry governmental standards in a timely and cost-effective manner. If we are unable to influence these or other standards or respond to these or other standards effectively, ~~including:~~our growth and development of various products and services could be delayed or limited.

● shortfalls in revenues, cash flows or continued losses from operations; ● delays in development or roll-out of any of our products; ● announcements by one or more competitors of new product acquisitions or technological innovations; and ● unfavorable outcomes from litigation.

In addition, the stock market experiences extreme fluctuations in price and volume that particularly affect the market price of shares of companies like ours. These price and volume fluctuations are often unrelated or disproportionate to the operating performance of the affected companies. Because of this volatility, we may fail to meet the expectations of our stockholders or of securities analysts, and our stock price could decline as a result. Declines in our stock price for any reason, as well as broad-based market fluctuations or fluctuations related to our financial results or other developments, may adversely affect your ability to sell your shares at a price equal to or above the price at which you purchased them. Decreases in the price of our common stock may also lead to de-listing of our common stock.

Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.

We have not allocated specific amounts of the net proceeds from this offering for any specific purpose. Accordingly, our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. See “Use of Proceeds.” Our failure to apply these funds effectively could have a material adverse effect on our business, financial results, operating results and/or cash flow and could cause the price of our common stock to decline.

~~You~~Breaches ~~will~~in ~~experience~~security, ~~immediate~~whether cyber or physical, and ~~substantial~~other ~~dilution~~disruptions inand/or ~~the~~our ~~net~~inability ~~tangible~~to ~~book~~prevent ~~value~~or ~~per~~respond ~~share~~to ofsuch ~~the~~breaches, ~~common~~could ~~stock~~diminish our ~~you~~ability ~~purchase~~to generate revenues or contain costs, compromise our assets, and negatively impact our business in other ways.

~~Since~~We ~~the~~face ~~price~~certain ~~per~~security ~~share~~threats, ofincluding threats to our ~~common~~information ~~stock~~technology ~~being~~infrastructure, ~~offered~~attempts isto ~~higher~~gain ~~than~~access ~~the~~to ~~net~~our ~~tangible~~proprietary or ~~book~~classified ~~value~~information, ~~per~~and ~~share~~threats to physical and cyber security. Our information technology networks and related systems are critical to the operation of our ~~common~~business ~~stock, you~~and ~~will~~essential ~~suffer~~to ~~substantial~~our ~~dilution~~ability into ~~the~~successfully ~~net~~perform ~~tangible~~day-to-day ~~book~~operations. ~~value~~The risks of ~~the~~a ~~common~~security breach, ~~stock~~cyber-attack, ~~you~~cyber ~~purchase~~intrusion, inor ~~this~~disruption, ~~offering.~~particularly ~~Based~~through onactions taken by computer hackers, foreign governments and cyber terrorists, have increased as the ~~public~~number, ~~offering~~intensity ~~price~~and sophistication of ~~$ per~~attempted ~~share,~~attacks and ~~after~~intrusions ~~deducting~~from around the ~~underwriting~~world ~~discount~~have ~~and~~increased. ~~estimated~~Although ~~offering~~we ~~expenses~~have ~~payable~~acquired byand ~~us,~~developed ifsystems ~~you~~and ~~purchase~~processes ~~shares~~designed ofto ~~common~~protect ~~stock~~our inproprietary ~~this~~and/or ~~offering~~classified information, they ~~you~~may ~~will~~not ~~suffer immediate~~be sufficient and ~~substantial~~the ~~dilution~~failure to prevent these types of ~~$ per~~events ~~share~~could indisrupt ~~the~~our ~~net~~operations, ~~tangible~~require ~~book~~significant management ~~value~~attention ofand ~~the~~resources, ~~common~~and ~~stock.~~could ~~See~~negatively ~~the~~impact ~~section~~our ~~entitled~~reputation ~~“Dilution”~~among inour ~~this~~customers ~~prospectus~~and ~~for~~the apublic, ~~more~~which ~~detailed~~could ~~discussion~~have ~~of the~~a ~~dilution~~negative ~~you~~impact on ~~will~~our ~~incur~~financial ifcondition, ~~you~~and ~~purchase~~weaken ~~common~~our ~~stock~~results inof ~~this~~operations ~~offering~~and liquidity.

Our ~~outstanding~~investments ~~options,~~in ~~warrants~~Asia ~~and~~are ~~convertible~~subject ~~preferred~~to ~~stock,~~unique risks and ~~the availability for resale of certain of the underlying shares~~uncertainties, ~~may~~including ~~adversely~~tariffs ~~affect~~and ~~the~~trade ~~trading price of our common stock~~restrictions.

AsOur investment in Alset International Limited, presents risks including, but not limited to, changes in share price of ~~October~~investments, 29changes in local regulatory requirements, ~~2020~~changes in labor laws, ~~there~~local ~~were~~wage ~~outstanding:~~laws, environmental regulations, taxes and operating licenses, compliance with U.S. regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to application and interpretation of local laws and enforcement of contract and intellectual property rights, currency restrictions, currency exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages, labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances and the possible impact of the imposition of tariffs as a result of the tariff dispute between the U.S. and China as well as any retaliating trade policies or restrictions. Any such disruptions could depress our earnings and have other material adverse effects on our business, financial condition and results of operations.

●Future growth ~~stock~~in ~~options to purchase approximately 19,261 shares of~~ our ~~common~~business stock at a weighted-average exercise price of $150.44 per share; ● 40,681 shares of common stock issuable upon exercise of warrants outstanding at a weighted-average exercise price of $33.52 per share; and ● 6,570,174 shares of common stock issuable upon conversion of the outstanding Series A Preferred Stock, subject to a beneficial ownership conversion limitation. ● Our outstanding options, warrants and convertible preferred stock could ~~adversely~~make ~~affect~~it ~~our~~difficult ~~ability~~ to ~~obtain~~manage future financing or engage in certain mergers or other transactions, since the holders thereof may exercise them at a time when we may be able to obtain additional capital through a new offering of securities on terms more favorable to us than the terms of outstanding securities. For the life of the options, warrants and convertible preferred stock, the holders have the opportunity to profit from a rise in the market price of our ~~common stock without assuming the risk of ownership~~resources. ~~The issuance of shares upon the exercise of outstanding options, warrants and preferred stock would also dilute the ownership interests of our existing stockholders.~~

~~Additional~~Future ~~financing~~business orexpansion ~~future~~could ~~equity~~place ~~issuances~~a ~~may~~significant ~~result~~strain on our management, administrative and financial resources. Significant growth in our ~~future~~business ~~dilution~~may require us 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 we will be able to successfully manage any substantial expansion of our ~~shareholders~~business, including attracting and retaining qualified personnel. Any failure to properly manage our future growth could negatively impact our business and operating results.

WeIf ~~expect that~~ we ~~will~~fail ~~need~~ to ~~raise~~retain ~~additional~~certain ~~funds~~of ~~in the future to finance~~ our ~~internal~~key ~~growth,~~personnel ~~our merger~~ and ~~acquisition~~attract ~~plans, investment activities, continued research~~ and ~~product~~retain ~~development, and for other reasons. Any required~~ additional ~~financing~~qualified ~~may not be available on terms acceptable to us~~personnel, ~~or at all. If~~ we ~~raise~~might ~~additional~~not ~~funds~~be byable ~~issuing equity securities, you may experience significant dilution of your ownership interest and the newly issued securities may have rights senior~~ to ~~those of the holders~~remain ~~of our common stock. The price per share at which we sell additional securities in future transactions may be higher or lower than the price per share in this offering. Alternatively~~competitive, ifcontinue weto ~~raise~~expand ~~additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on~~ our ~~business~~technology ~~that could impair our operational flexibility and would also require us to fund additional interest expense. If adequate additional financing is not available when required~~ or ispursue ~~not available on acceptable terms, we may be unable to successfully execute our business plan~~growth.

~~Because~~Our wefuture dosuccess ~~not~~depends ~~currently~~upon ~~intend~~the tocontinued ~~pay~~service ~~cash~~of ~~dividends~~certain onof our ~~common~~executive ~~stock~~officers and other key personnel who possess longstanding industry relationships and technical knowledge of our products and operations. Although we believe that our relationship with these individuals is positive, ~~stockholders~~there can be no assurance that the services of these individuals will ~~primarily~~continue ~~benefit~~to ~~from~~be anavailable ~~investment~~to us in the future. There ~~our~~can ~~stock~~be ~~only~~no ifassurance itthat ~~appreciates~~these inpersons ~~value~~will agree to continue to be employed by us after the expiration dates of their current contracts.

We have never declared or paid any cash dividends on our shares of stock. We currently intend to retain all future earnings, if any, for use in the operations and expansion of the business. As a result, we do not anticipate paying cash dividends in the foreseeable future. Any future determination as to the declaration and payment of cash dividends or non-cash dividends will be at the discretion of our board of directors and will depend on factors the board of directors deems relevant, including among others, our results of operations, financial condition and cash requirements, business prospects, and the terms of any of our financing arrangements. Accordingly, realization of a gain on stockholders’ investments will primarily depend on the appreciation of the price of our stock. There is no guarantee that our stock will appreciate in value.9

~~Other~~We ~~Risks~~have identified weaknesses in our internal control over financial reporting structure; any material weaknesses may cause errors in our financial statements that could require restatements of our financial statements and investors may lose confidence in our reported financial information, which could lead to a decline in our stock price.

~~Because~~Section ~~certain~~404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our ~~stockholders~~internal control over financial reporting as of the end of each year, and to include a ~~significant~~management ~~number~~report assessing the effectiveness of ~~shares~~our internal control over financial reporting in each Annual Report on Form 10-K. We have had previously identified weaknesses in our internal control over financial reporting following management’s annual assessment of internal controls over financial reporting and, as a result of that assessment, management had concluded our ~~common~~controls ~~stock~~associated may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, ~~they~~or that the degree of compliance with the policies or procedures may ~~have~~deteriorate. ~~effective~~All internal control ~~over~~systems, ~~actions~~no matter how well designed, have inherent limitations. Therefore, ~~requiring~~even ~~stockholder~~those ~~approval~~systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

AsWe ofdo ~~October~~not ~~29,~~intend 2020, our directors, executive officers and principal stockholders (those beneficially owning in excess of 5%), and their respective affiliates, beneficially own approximately 33.4% of our outstanding shares of common stock. As a result, these stockholders, acting together, could have the ability to ~~control~~pay ~~the~~cash ~~outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets~~dividends. As such, these stockholders, acting together, could have the ability to exert influence over the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:

●We do ~~delaying,~~not ~~deferring~~intend to declare or ~~preventing~~pay acash ~~change~~dividends on our common stock in ~~corporate~~the ~~control;~~foreseeable ●future. ~~impeding~~We aanticipate ~~merger~~that we will retain any earnings and other cash resources for investment in our business. The payment of dividends on our common stock is subject to the discretion of our board of directors and will depend on our operations, ~~consolidation~~financial position, ~~takeover~~financial orrequirements, ~~other~~general business ~~combination~~conditions, ~~involving~~restrictions imposed ~~us;~~by orfinancing ●arrangements, ~~discouraging~~if aany, ~~potential~~legal ~~acquirer~~restrictions ~~from~~on ~~making~~the apayment ~~tender~~of ~~offer~~dividends orand ~~otherwise~~other ~~attempting~~factors tothat ~~obtain~~our ~~control~~board of usdirectors deems relevant.

We may seek to 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 our investments in such activities.

Part of our business may include the development of new inventions and intellectual property that we would seek to monetize. However, this aspect of our business would likely require significant capital and would take time to achieve. Such activities could also distract our management team from our present business initiatives, which could have a material and adverse effect on our business. There is also the risk that these initiatives would not yield any viable new inventions or technology, which would lead to a loss of our investments in time and resources in such activities.

In addition, even if we are able to develop new inventions, in order for those inventions to be viable and to compete effectively, we would need to develop and maintain, and we 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 we may develop principally including the following:

● patent applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;

● we may be subject to interference proceedings;

● we may be subject to opposition proceedings in the U.S. or foreign countries;

● any patents that are issued to us may not provide meaningful protection;

● we may not be able to develop additional proprietary technologies that are patentable;

● other companies may challenge patents issued to us;

● other companies may design around technologies we have developed; and

● enforcement of our patents may be complex, uncertain and very expensive.

We cannot be certain that patents will be issued as a result of any future applications, or that any of our patents, once issued, will provide us 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, we cannot be certain that it will be the first to make our 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 us from commercializing our products or require us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business. As to those patents that we may license or otherwise monetize, our rights will depend on maintaining our obligations to the licensor under the applicable license agreement, and we may be unable to do so. Our failure to obtain or maintain intellectual property rights for our inventions would lead to the loss of our investments in such activities, which would have a material and adverse effect on our business.

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

Changes in the laws and regulations to which we are subject may increase our costs.

We are 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 our compliance costs. Compliance with changes in rules and regulations could require increases to our 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 our business.

Demand for printing services is typically correlated with general economic conditions. The prolonged decline in United States economic conditions associated with the great recession adversely impacted our business and results of operations and may do so again. The overall business climate of our 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 our products and services.

If we fail to comply with the continued listing standards of the NYSE American LLC Exchange, it may result in a delisting of our common stock from the exchange.

Our common stock is currently listed for trading on the NYSE American LLC Exchange (“NYSE American”), and the continued listing of our common stock on the NYSE American is subject to our compliance with a number of listing standards.

If our common stock were no longer listed on the NYSE American, investors might only be able to trade our shares on the OTC Bulletin Board ® or in the Pink Sheets ® (a quotation medium operated by Pink Sheets LLC). This would impair the liquidity of our common stock not only in the number of shares that could be bought and sold at a given price, which might be depressed by the relative illiquidity, but also through delays in the timing of transactions and reduction in media coverage.

If we are delisted from the NYSE American, your ability to sell your shares of our common stock may be limited by the penny stock restrictions, which could further limit the marketability of your shares.

If our common stock is delisted from the NYSE American, it could come within the definition of a “penny stock” as defined in the Exchange Act and could be covered by Rule 15g-9 of the Exchange Act. That rule imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors. For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market. These additional procedures could also limit our ability to raise additional capital in the future.

If our common stock is not listed on a national securities exchange, compliance with applicable state securities laws may be required for certain offers, transfers and sales of the shares of our common stock.

Because our common stock is listed on the NYSE American, we are not required to register or qualify in any state the offer, transfer or sale of the common stock. If our common stock is delisted from the NYSE American and is not eligible to be listed on another national securities exchange, sales of stock pursuant to the exercise of warrants and transfers of the shares of our common stock sold by us in private placements to U.S. holders may not be exempt from state securities laws. In such event, it will be the responsibility of us in the case of warrant exercises or the holder of privately placed shares to register or qualify the shares for any offer, transfer or sale in the United States or to determine that any such offer, transfer or sale is exempt under applicable state securities laws.

If securities or industry analysts do not 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.

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. Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases, 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.

9Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions requiring stockholder approval.

As of April 15, 2026, our directors, executive officers and principal stockholders (those beneficially owning in excess of 5%), and their respective affiliates, beneficially own approximately 61% of our outstanding shares of common stock. A substantial portion of this ownership is concentrated in and effectively controlled by Heng Fai Chan, whose influence over these holdings gives him significant, and potentially decisive, control over matters requiring stockholder approval. As a result, Mr. Chan may be able to determine or strongly influence the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. As such, this concentration of ownership and control may limit the ability of other stockholders to influence the management and affairs of our company. Accordingly, this concentration of ownership and control might harm the market price of our common stock by: delaying, deferring or preventing a change in corporate control; impeding a merger, consolidation, takeover or other business combination involving us; or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

Additional financing or future equity issuances may result in future dilution to our shareholders.

We expect that we will need to raise additional funds in the future to finance our internal growth, our merger and acquisition plans, investment activities, continued research and product development, and for other reasons. Any required additional financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities, you may experience significant dilution of your ownership interest and the newly issued securities may have rights senior to those of the holders of our common stock. The price per share at which we sell additional securities in future transactions may be higher or lower than the price per share in this offering. Alternatively, if we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to fund additional interest expense. If adequate additional financing is not available when required or is not available on acceptable terms, we may be unable to successfully execute our business plan.

USE OF PROCEEDS

We estimate that wethe ~~will receive~~ net proceeds offrom this offering will be approximately $~~16.2~~7,050,000 ~~million~~(assuming ~~from~~ the sale of all the shares ofoffered ~~common~~hereby at ~~stock~~the ~~offered in~~assumed ~~this~~public offering, orprice ~~approximately~~of $180.696 ~~million~~per ifshare, which represents the ~~underwriters~~closing ~~exercise~~sale ~~their~~price ~~over-allotment~~of ~~option~~our inCommon ~~full~~Stock on the NYSE American on April 15, 2026, and assuming no issuance of Pre-Funded Warrants), after deducting ~~the~~ ~~underwriting~~cash ~~discounts~~expenses ~~and~~relating ~~commissions~~to ~~and~~this offering payable by us estimated at $950,000, including Placement Agent fees of $640,000 and offering expenses ~~payable~~of by$310,000. usThe following presents our use of proceeds if 100%, 75%, 50% or 25% of the shares are sold.

We currently intend to use the net proceeds from this offering, together with our existing cash, to fund (1) the development and growth of our new business lines, (2)acquisition opportunities, (3) the Company’s general corporate and working capital needs We estimate that at least $9.2 million of the net proceeds from this offering will be invested into our new business line growth and development, $5.5 million for possible acquisitions or investments in complementary businesses, products, services, technologies or existing assets, and approximately $1.5 million of the net proceeds from this offering will be used for general corporate and working capital needs.

	100% of Shares Sold		% of Total			75% of Shares Sold		% of Total			50% of Shares Sold		% of Total			25% of Shares Sold		% of Total
Gross Proceeds from Offering	$	8,000,000		100	%	$	6,000,000		100	%	$	4,000,000		100	%	$	2,000,000		100	%

Use of Proceeds
Placement Agent Fees and Expenses	$	640,000		8	%	$	480,000		8	%	$	320,000		8	%	$	160,000		8	%
Offering Expenses	$	310,000		4	%	$	310,000		5	%	$	310,000		8	%	$	310,000		16	%
Working Capital and General Corporate Purposes	$	7,050,000		88	%	$	5,210,000		87	%	$	3,370,000		84	%	$	1,530,000		77	%
Total Use of Proceeds	$	8,000,000		100	%	$	6,000,000		100	%	$	4,000,000		100	%	$	2,000,000		100	%

We ~~may~~intend ~~change~~to use the ~~amount of~~ net proceeds tofrom bethe ~~used~~offering ~~specifically~~ for ~~any~~working ofcapital ~~the foregoing purposes. The amounts~~ and ~~timing~~general ofcorporate ~~our actual expenditures will depend upon numerous factors~~purposes, ~~including~~which ~~our~~may ~~sales~~include ~~and~~research ~~marketing~~ and ~~commercialization efforts~~development expenses, ~~demand for~~capital ~~our products~~expenditures, ~~our~~working ~~operating~~capital ~~costs~~ and ~~the~~general ~~other~~and ~~factors~~administrative ~~described~~expenses, ~~under~~potential ~~“Risk~~acquisitions ~~Factors”~~of inor ~~this~~investments ~~prospectus. Accordingly,~~in ~~our~~businesses, ~~management~~products ~~will have significant discretion~~ and ~~flexibility~~technologies inthat ~~applying~~complement ~~the~~our ~~net proceeds from this offering~~business. ~~Pending~~The ~~any~~remaining ~~use, as described above, we intend to invest the~~ net proceeds inwill ~~high-quality,~~be ~~short-term,~~used ~~interest-bearing~~for ~~securities~~general working capital purposes.

~~Although~~Notwithstanding ~~we may use a portion of~~ the ~~net~~foregoing, ~~proceeds~~we ofhave ~~this~~no ~~offering~~present ~~for~~commitments ~~the acquisition~~ or ~~licensing,~~agreements asto ~~the~~make ~~case~~any ~~may~~such ~~be,~~acquisitions ~~of additional technologies, other assets~~ or ~~businesses, or for other strategic~~ investments oras ~~opportunities,~~of wethe ~~have~~date noof ~~current~~this ~~understandings, agreements or commitments to do so~~prospectus.

Our management will have broad discretion as to the allocation of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of commencement of this offering.

Each $0.10 increase (decrease) in the assumed public offering price of $0.96 per share would increase (decrease) the net proceeds to us from this offering by approximately $0.8 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated Placement Agent commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $0.9 million, assuming the assumed public offering price remains the same, and after deducting the estimated Placement Agent commissions and estimated offering expenses payable by us. We do not expect that a change in the public offering price or the number of shares by these amounts would have a material effect on our uses of the proceeds from this offering, although it may accelerate the time at which we will need to seek additional capital.

As of the date of this prospectus, we cannot specify with certainty the specific allocations or all of the particular uses of the net proceeds to be received upon the consummation of this offering. The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions, which could change in the future as our plans and business conditions evolve. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application and specific allocations of the net proceeds from this offering. Pending the uses described above, we intend to invest the net proceeds from this offering in short- and intermediate-term interest-bearing obligations, investment-grade instruments, or other securities.

DIVIDEND POLICY

We have never paid cash dividends, and we do not anticipate paying a cash dividend in ~~2020~~2026. We anticipate that we will retain any ~~earnings~~ earnings and other cash resources for investment in our business. The payment of dividends, whether in cash or in non-cash form, on our common stock is subject to the discretion of our board of directors and will depend on our 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 board of directors deems relevant.

1013

CAPITALIZATION

The following table sets forth our capitalization as of ~~September~~December 3031, ~~2020~~2025:

● on an actual basis; and ● on an as- adjusted basis, togiving ~~reflect~~effect to the ~~issuance and~~ sale by us of 8,333,333 shares of ~~our~~ common stock (assuming no exercise of the Pre-funded Warrants) in this offering at ~~the~~an assumed public offering price of $0.96 per share, after ~~deducting~~Placement ~~underwriting~~Agent ~~discounts~~fees and commissions and other estimated offering expenses payable by us. ~~and~~● At December 31, 2025, the ~~receipt~~Company byhad us9,092,518 shares of common stock outstanding. Subsequent to year end, the ~~proceeds~~Company ofissued ~~such~~900,000 ~~sale~~shares on February 4, 2026, and an additional 50,000 shares on March 19, 2026, in relation to the Form 425(b) filed on February 4, 2026, increasing total common shares outstanding to 10,042,518.

You should read this information together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2019 and our Quarterly Report on Form 10-Q for the quarter ended September 30~~2025, ~~2020,~~ which are incorporated by reference in this prospectus, and our consolidated ~~financial~~ financial statements and related notes incorporated by reference in this prospectus.

	As of September 30, 2020
	As of December 31, 2025
	Actual			As Adjusted
	(unaudited)			(unaudited)
Cash	$	116,~~645~~214,000		$	13,254,000
Long-term debt, net	$	35,~~041~~727,000		$	35,~~041~~727,000
Stockholders’ equity:
Preferred stock, $.02 par value; 47,000 shares authorized, issued and outstanding (0 on December 31, 2019); Liquidation value $1,000 per share, $47,000,000 aggregate.		1,000
Preferred stock, $.02 par value; 47,000 shares authorized, issued and outstanding		-
Common stock, $0.02 par value; 200,000,000 shares authorized, 5,174,000 shares issued and outstanding (actual); issued and outstanding (as adjusted)		103,000
Common stock, $0.02 par value; 200,000,000 shares authorized, 9,092,518 shares issued and outstanding as of December 31, 2025 (actual); 18,375,851 shares issued and outstanding (as adjusted).		182,000			349,000
Additional paid-in capital		~~174~~325,~~423~~987,000			332,860,000
Non-controlling interest in subsidiary		~~(307~~9,547,000	)		9,547,000
Accumulated deficit		(~~100~~327,~~905~~001,000	)		(327,001,000	)
Total shareholders’ equity		738,~~315~~715,000			15,755,000
Total capitalization	$	762,~~356~~988,000		$	10,028,000

The number of shares of our common stock to be outstanding upon completion of this offering is based on 510,~~174~~042,~~000~~518 shares of our common stock outstanding as of ~~September~~April 3015, ~~2020~~2026, and excludes:

● 19595,~~261~~349 shares of common stock issuable ~~upon~~if ~~exercise~~conversion offeature ~~stock~~associated ~~options~~with ~~outstanding~~convertible atpromissory anote ~~weighted-average~~with Alset, Inc is exercised at an exercise price of $~~150~~0.4486 per share; ● 403,~~681~~310,811 shares of common stock issuable ~~upon~~if ~~exercise~~conversion offeature ~~warrants~~associated ~~outstanding~~with atconvertible apromissory ~~weighted-average~~note with Alset International Limited is exercised at an exercise price of $330.5274 per share; ● 716,~~232~~554,~~670~~055 shares of common stock issuable upon ~~conversion~~exercise of warrants issued in connection with the ~~outstanding~~convertible ~~Series~~promissory Anote ~~Preferred~~with ~~Stock,~~Alset ~~subject~~International toLimited aat ~~beneficial~~an ~~ownership~~exercise ~~conversion~~price ~~limitation~~of $0.93 per share; and ● ~~191~~673,~~314~~436 shares of common stock reserved and available for issuance under our equity compensation plans.

~~(See “Prospectus Summary—The Offering” above for information on shares of common stock, options and warrants as of October 29, 2020.)~~14

DILUTION

IfPurchasers ~~you~~of ~~purchase~~ our securities in this offering, ~~your interest~~ will beexperience ~~diluted~~immediate dilution to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of ~~our~~ common stock immediately after this offering. (excluding Wethe ~~calculate~~shares ~~net~~of ~~tangible~~common ~~book~~stock ~~value~~issuable ~~per~~upon ~~share~~exercise byof ~~dividing our net tangible assets (tangible assets less total liabilities) by~~ the ~~number~~Pre-Funded ofWarrants ~~shares~~being ofoffered ~~our~~in ~~common~~this ~~stock~~offering ~~issued~~ and ~~outstanding~~the aspayment of ~~September~~the ~~30,~~exercise price ~~2020~~therefor).

Our net tangible book value atas ~~September~~of 30December 31, ~~2020~~2025, was approximately ($3210.1) million,~~071,000,~~ or approximately ($61.2011) per share, ~~based on 5,174,000 shares~~ of ~~our~~ common stock ~~outstanding~~. ~~After~~Net giving effect to the issuance and sale of shares of common stock in this offering at the public offering price of $ per share, after deducting underwriting discounts and commissions and estimated offering expenses, our as adjusted net tangible book value ~~at September 30, 2020, would be $ or $~~ per share. ~~This~~is ~~represents~~determined anby ~~immediate~~dividing ~~increase~~the ~~in pro forma~~ net ~~tangible book value~~ of $total ~~per~~tangible ~~share~~assets toless ~~existing~~total ~~stockholders~~liabilities, ~~and~~by anthe ~~immediate~~aggregate ~~dilution~~number of ~~$ per~~shares ~~share~~of tocommon ~~investors~~stock inoutstanding ~~this~~as ~~offering. The~~of ~~following~~December ~~table~~31, ~~illustrates this per share dilution:~~2025.

Public offering price per share of common stock			$
Net tangible book value per share as of September 30, 2020	$	6.20
Increase per share attributable to this offering	$
As adjusted net tangible book value per share as of September 30, 2020, after this offering			$
Dilution per share to new investors participating in this offering			$

After giving effect to the sale by us of 8,333,333 shares of common stock (assuming no Pre-Funded Warrants are sold) at the offering price of $0.96 per share of common stock and after deducting placement agent fees and commissions and estimated offering expenses, our as adjusted net tangible book value as of December 31, 2025, would have been approximately ($3.0) million, or ($0.17) per share of common stock. This represents an immediate increase in the net tangible book value of $0.94 per share to our existing stockholders and an immediate dilution in net tangible book value of $1.13 per share of common stock issued to the investors participating in this offering.

If ~~the~~holders ~~underwriters exercise in full their option to purchase additional shares~~ of ~~common~~Pre-Funded ~~stock~~Warrants atexercise the ~~public~~Pre-Funded ~~offering~~Warrants ~~price~~in ~~of $ per share~~full, the as adjusted net tangible book value ~~after this offering would be $~~ per share, ~~representing~~of ancommon stock ~~increase~~after ingiving ~~net~~effect ~~tangible~~to ~~book~~this ~~value~~would ofbe $ 0.00001 per share, ~~to existing stockholders~~ and ~~immediate~~the dilution in net tangible book value ~~of $~~ per share to ~~purchasers~~investors purchasing common stock in this offering atwould ~~the~~be ~~public~~$0.17 ~~offering~~per ~~price~~share.

The following table illustrates this per share dilution, to purchase additional shares of common stock and no Pre-Funded Warrants were sold:

Public offering price per share of common stock	$	0.96
Net tangible book value per share as of December 31, 2025	$	(1.11	)
Increase in net tangible book value per share attributable to this offering	$	0.93
As adjusted net tangible book value per share as of December 31, 2025, after giving effect to this offering	$	(0.17	)
Dilution per share to investors participating in this offering	$	(1.13	)

To the extent that outstanding options or warrants are exercised, or we issue new options under our equity incentive plans, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that the additional capital is raised through the sale of common stock or securities convertible or exchangeable into common stock, such issuance could result in further dilution to our stockholders.

The above table excludes, as of ~~September~~December 3031, ~~2020~~2025:

● 19595,~~261~~349 shares of common stock issuable ~~upon~~if ~~exercise~~conversion offeature ~~stock~~associated ~~options~~with ~~outstanding~~convertible atpromissory anote ~~weighted-average~~with Alset, Inc is exercised at an exercise price of $~~150~~0.4486 per share; ● 403,~~681~~310,811 shares of common stock issuable ~~upon~~if ~~exercise~~conversion offeature ~~warrants~~associated ~~outstanding~~with atconvertible apromissory ~~weighted-average~~note with Alset International Limited is exercised at an exercise price of $330.5274 per share; ● 716,~~232~~554,~~670~~055 shares of common stock issuable upon ~~conversion~~exercise of warrants issued in connection with the ~~outstanding~~convertible ~~Series~~promissory Anote ~~Preferred~~with ~~Stock,~~Alset ~~subject~~International toLimited aat ~~beneficial~~an ~~ownership~~exercise ~~conversion~~price ~~limitation~~of $0.93 per share; and ● ~~191~~673,~~314~~436 shares of common stock reserved and available for issuance under our equity compensation plans.

(See “Prospectus Summary—The Offering” above for information on shares of common stock, options and warrants outstanding as of October 29, 2020.)

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our common stock is listed on the NYSE American LLC stock exchange and trades under the symbol “DSS.”

As of ~~October~~April 2915, ~~2020~~2026, we had approximately ~~250~~311 holders of record of our common stock. A substantially greater number of holders of our common stock are “street name,” or beneficial, holders, whose shares of record are held through banks, brokers, other financial institutions and registered clearing agencies.

1215

PRINCIPAL STOCKHOLDERS

The following table sets forth beneficial ownership of ~~our~~ Common Stock ~~based on 5,836,212 shares of our Common Stock issued and outstanding~~ as of ~~October~~March 2931, ~~2020~~2026, by each person known by the Company to beneficially own more than 5% of the ~~outstanding~~ Common Stock, ~~and~~each bydirector and each of ~~our~~the ~~directors and~~ executive officers named in the Summary Compensation Table (see “Executive Compensation” above), and by all of the Company’s directors and executive officers as a group. ~~The~~Each ~~table~~person ~~also~~has ~~gives~~sole ~~applicable~~voting and ~~percentage~~dispositive ~~beneficial~~power ~~ownership~~over ~~based~~the on shares of ~~our~~listed ~~common~~opposite ~~stock~~his ~~assumed~~name toexcept beas ~~outstanding~~indicated ~~after~~in ~~completion~~the offootnotes to the ~~offering,~~table ~~assuming~~and noeach ~~exercise~~person’s address byis ~~the~~c/o ~~underwriters~~DSS, ofInc., ~~their option~~275 toWiregrass ~~purchase~~Parkway, ~~additional~~West ~~shares~~Henrietta, ofNew ~~our~~York ~~common stock~~14586.

~~Each~~For ~~person~~purposes ~~has~~of ~~sole~~this ~~voting~~table, ~~and~~beneficial ~~dispositive~~ownership ~~power~~is ~~over~~determined ~~the~~in ~~shares~~accordance ~~listed~~with ~~opposite~~the ~~his~~Securities orand ~~her~~Exchange ~~name~~Commission ~~except as indicated in the footnotes to the table~~rules, and ~~each~~includes investment ~~person’s~~power ~~address~~with isrespect ~~c/o~~to ~~Document~~shares ~~Security~~owned ~~Systems,~~and ~~Inc.,~~shares ~~200~~issuable ~~Canal~~pursuant ~~View~~to ~~Boulevard,~~warrants ~~Suite~~for ~~104,~~December ~~Rochester~~31, ~~New~~ ~~York 14623, unless otherwise indicated~~2025.

~~For~~The ~~purposes~~percentages of ~~this~~shares ~~table,~~beneficially ~~beneficial~~owned ~~ownership~~are isbased ~~determined~~on ~~in accordance with the rules of the Securities and Exchange Commission~~10, ~~and~~042,518 ~~includes any~~ shares of our Common Stock ~~(including~~issued ~~any~~and ~~shares~~outstanding ~~issuable~~as ~~pursuant~~of toApril 15, ~~warrants~~2026, orand ~~options~~is ~~exercisable~~calculated ~~within~~by 60dividing ~~days after~~the ~~October~~number ~~29,~~of ~~2020)~~shares that a person, ~~directly~~beneficially orowns ~~indirectly,~~by ~~through~~the ~~any~~sum ~~contract,~~of ~~arrangement,~~(a) ~~understanding,~~the ~~relationship, or~~total ~~otherwise,~~number ~~has~~of or shares outstanding ~~voting~~on ~~power~~April ~~(which~~15, ~~includes the power to vote~~2026, orplus to(b) ~~direct~~ the ~~voting~~number of, ~~the~~ shares) ~~and/or~~such ~~investment power~~person ~~(which~~has ~~includes~~ the ~~power~~right to ~~dispose,~~acquire orwithin to60 ~~direct~~days ~~the disposition~~ of, ~~the~~April ~~shares)~~15, 2026.

The percentages are calculated by dividing (a) the sum of the number of shares that person beneficially owns as of October 29, 2020, plus the number of shares such person has the right to acquire within 60 days after October 29, 2020, by (b) the sum of the total number of shares of all shareholders outstanding on October 29, 2020, plus the number of shares such person has the right to acquire within 60 days of October 29, 2020.

Name	Number of Shares Beneficially Owned		Percentage of Outstanding Share Beneficially Owned
Heng Fai Ambrose Chan (1)		6,148,000		61.2	%
José Escudero		51		*
Wai Leung William Wu		-		*
Jason Grady		125		*
Todd D. Macko		83		*
Tung Moe Chan		-		*
Frankie Wong		-		*
Joanne Wong		-		*
All officers and directors as a group (8 persons)		6,148,259		61.2	%

5% Shareholders
Alset International Limited (1)		1,068,309		10.6	%
Alset, Inc. (1)		2,581,268		25.7	%

Number of Shares

Percentage of Outstanding Shares Beneficially Owned

Name

Beneficially Owned

Before Offering

After Offering

Directors, Director Nominees and Named Executive Officers

Chan Heng Fai Ambrose (1)

1,936,918

33.0

John “JT” Thatch

1,020

Lo Wah Wai Lowell

1,359

Lee Sassuan (Samson)

1,020

Josè Escudero

1,020

Frank D. Heuszel

2,493

Wu William Wai Leung

1,020

Chan Tung Moe

Jason Grady

2,493

Todd D. Macko

1,667

All officers and directors as a group (8 persons)

1,949,010

33.4

5% Stockholders

Global BioMedical Pte Inc. (2)

1,171,759

19.9

* Less than 1%

(1)	Heng Fai Chan is the founder, Chairman, and Chief Executive Officer of Alset Inc. and is its largest individual stockholder. Alset International Limited is a majority-owned subsidiary of Alset Inc. By virtue of these relationships, shares of Common Stock held by Alset Inc. and Alset International Limited are attributed to Heng Fai Chan for purposes of this table. The beneficial ownership of Heng Fai Chan includes 6,148,664 shares of common stock in the aggregate, consisting of (a) 1,002,978 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 1,184,475 shares of common stock held by Heng Fai Chan directly; (c) 311,634 shares of common stock held by Global Biomedical Pte. Ltd.; (d) 1,068,309 shares of common stock held by Alset International Limited; and (e) 2,581,268 shares of common stock held by Alset Inc.

	*	Less than 1%.
	(1)	Consists of (a) 59,551 shares of Common Stock held by Heng Fai Holdings Limited; (b) 16,667 shares of Common Stock held by BMI Capital Partners International Limited; (c) 22,767 shares of Common Stock held by Hengfai Business Development Pte Ltd; (d) 451,293 shares of Common Stock held individually; (e) 214,881 shares of Common Stock held by LiquidValue Development Pte Ltd.; and (f) (i) 1,145,834 shares of Common Stock and (ii) 25,925 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock held by Global Biomedical Pte. Ltd., giving effect to a beneficial ownership conversion limitation.
	(2)	Consists of (a) 1,145,834 shares of Common Stock and (b) 25,925 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock, giving effect to a beneficial ownership conversion limitation.

DESCRIPTION OF COMMON STOCK

General

Our authorized capital stock consists of 200,000,000 shares of common stock, $0.02 par value per share, ~~5,836,212~~ of which ~~were~~ ~~issued and outstanding~~10, ~~and 46~~042,~~868~~518 ~~shares of Series A Preferred Stock, 42,575 of which~~ were issued and outstanding, as of ~~October~~April 2915, ~~2020~~2026.

The following description of our common stock 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 fifth amended and restated by-laws, as further amended from time to time (the “By-laws”). The New York Business Corporation Law (“NYBCL”) may also affect the terms of these securities.

Holders of our common stock: (i) have equal rights to dividends from funds legally available therefore, ratably when as and if declared by the Company’s board of directors; (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, By-laws and the NYBCL

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 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.

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 by-laws, 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, our By-laws do not contain any provisions electing not to be governed by Section 912 NYBCL. Under our By-laws, any corporate action 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~~Pre-Funded ~~Agent and Registrar~~Warrants

The ~~Transfer~~following ~~Agent~~summary of certain terms and ~~Registrar~~provisions ~~for~~of ~~our~~the ~~common~~Pre-Funded ~~stock~~Warrants isbeing ~~American~~offered ~~Stock~~hereby ~~Transfer~~is not complete and ~~Trust~~is ~~Company,~~subject ~~LLC~~to, and ~~6201~~qualified ~~15th~~in ~~Ave.~~its entirety by, ~~Brooklyn~~the provisions of the Pre-Funded Warrant, the form of which is filed as an exhibit to the registration NYstatement ~~11219,~~of ~~USA,~~which +1this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-~~800-937-5449~~Funded orWarrant +1for a complete description of the terms and conditions of the Pre-~~718-921-8124~~Funded Warrants.

14Duration and Exercise Price

~~UNDERWRITING~~Each Pre-Funded Warrant offered hereby will have an initial exercise price per share of common stock equal to $0.00001. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of common stock and the exercise price. The Pre-Funded Warrants will be issued in certificated form.

Aegis Capital Corp. is acting as the representative of the underwriters of the offering. We have entered into an underwriting agreement dated with the representative. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters named below and the underwriters named below have agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the following number of shares of our common stock:Exercisability

~~Underwriter~~The Pre-Funded ~~Number~~Warrants will be exercisable, at the option of ~~Shares~~each ~~Aegis~~holder, ~~Capital~~in ~~Corp~~whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of our shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.

The underwriters are committed to purchase all the shares of common stock offered by us other than those covered by the option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the common stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The underwriters propose to offer the common stock offered by us to the public at the public offering price set forth on the cover of this prospectus. In addition, the underwriters may offer some of the common stock to other securities dealers at such price less a concession of $ per share. After the initial offering, the public offering price and concession to dealers may be changed.

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase a maximum of additional shares of common stock from us to cover over-allotments. If the underwriters exercise all or part of this option, they will purchase shares of common stock covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $20,700,000.

Discounts and Commissions. The following table shows the public offering price, underwriting discount, non-accountable underwriters’ expense allowance and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

		Total
	Per Share	Without Over- Allotment		With Over- Allotment
Public offering price	$	$	18,000,000	$	20,700,000
Underwriting discount (8%)	$	$	1,440,000	$	1,656,000
Non-accountable expense allowance (1%)	$		180,000		207,000
Proceeds, before expenses, to us	$	$	16,380,000	$	18,837,000

We have also agreed to pay all expenses relating to the offering, including (a) all filing fees and expenses relating to the registration of the shares to be sold in the offering (including shares sold upon exercise of the underwriters’ over-allotment option) with the Securities and Exchange Commission; (b) all fees associated with the review of the offering by FINRA and all fees and expenses relating to the listing of such shares on the NYSE American; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the “blue sky” securities laws designated by the underwriters; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the underwriters; (e) transfer and/or stamp taxes, if any, payable upon the transfer of the shares from the Company to the representative; (f) fees and expenses of our accountants; and (g) fees and expenses of the representative, including representative’s legal counsel, not to exceed $75,000.

We estimate that the total expenses of the offering, excluding underwriting discount and non-accountable expense allowance, will be approximately $205,000.

Discretionary Accounts. The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements. Pursuant to certain “lock-up” agreements, (a) our executive officers and directors as of the pricing date of the offering, have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company without the prior written consent of the representative, for a period of 90 days from the date of the offering, and (b) we, and any successor, have agreed, subject to certain exceptions, not to for a period of 90 days from the date of the pricing of the offering (1) offer, sell or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or (2) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. The exceptions permit, among other things and subject to restrictions, the issuance of common stock upon the exercise of outstanding stock options and warrants or other outstanding convertible securities.

Right of First Refusal. The representative shall have a right of first refusal to act as sole book-running manager for any and all future public equity offerings of the Company or any successor as follows: until nine months after the closing date of the offering if the gross proceeds from the offering (before underwriting discounts and commissions and estimated offering expenses) are at least $15.0 million, or until twelve months after the closing date of the offering if the gross proceeds from the offering (before underwriting discounts and commissions and estimated offering expenses) are at least $18.5 million.

Electronic Offer, Sale and Distribution of Shares. A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.

Other Relationships. Certain of the underwriters and their affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services for us and our affiliates for which they have received, and may in the future receive, customary fees; however, except as disclosed in this prospectus, we have no present arrangements with any of the underwriters for any further services.

Stabilization. In connection with this offering, the underwriters may engage in stabilizing transactions, overallotment transactions, syndicate covering transactions, penalty bids and purchases to cover positions created by short sales.

● Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress. ● Overallotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the overallotment option. In a naked short position, the number of shares involved is greater than the number of shares in the overallotment option. The underwriters may close out any short position by exercising their overallotment option and/or purchasing shares in the open market.

● Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the overallotment option. If the underwriters sell more shares than could be covered by exercise of the overallotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering. ● Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our shares or common stock or preventing or retarding a decline in the market price of our shares or common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on NYSE American.

Passive Market Making. In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our common stock on the NYSE American marketplace in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.

Offer restrictions outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

China

The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the People’s Republic of China to legal or natural persons other than directly to “qualified domestic institutional investors.”

Hong Kong

Each underwriter has represented and agreed that:

	●	it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any of our common stock other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
	●	it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to our common stock, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

~~Singapore~~Cashless Exercise

~~This~~In ~~prospectus~~lieu ~~has not been registered as a prospectus with the Monetary Authority~~ of ~~Singapore.~~making ~~Accordingly, this prospectus and any other document or material in connection with~~ the ~~offer~~cash orpayment ~~sale,~~otherwise orcontemplated ~~invitation~~to ~~for subscription or purchase, of the shares may not~~ be ~~circulated or distributed, nor may the shares be offered or sold, or be~~ made ~~the~~to ~~subject~~us ofupon ansuch ~~invitation~~exercise ~~for subscription or purchase, whether directly or indirectly, to persons~~ in ~~Singapore~~payment ~~other than (i) to an institutional investor under Section 274~~ of the ~~Securities~~aggregate ~~and~~exercise ~~Futures Act~~price, ~~Chapter 289 of Singapore, or~~ the ~~SFA,~~holder ~~(ii)~~may toelect ainstead ~~relevant person pursuant~~ to ~~Section~~receive ~~275(1), or~~upon ~~any~~such ~~person~~exercise ~~pursuant to Section 275~~(~~1A),~~either ~~and~~ in ~~accordance~~whole ~~with~~or ~~the conditions specified~~ in ~~Section 275 of the SFA or (iii~~part) ~~otherwise~~ ~~pursuant to, and in accordance with~~ the ~~conditions~~number of, ~~any~~shares ~~other applicable provision~~ of ~~the~~common ~~SFA,~~stock ~~in each case subject~~determined according to ~~compliance~~a ~~with~~formula ~~conditions~~ set forth in the ~~SFA~~Pre-Funded Warrants.

~~Where~~Fractional ~~the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:~~Shares

●No fractional a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or ● a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, ● shares, ~~debentures and units~~ of ~~shares~~common ~~and~~stock ~~debentures~~will ~~of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not~~ be ~~transferred~~issued ~~within~~upon ~~six months after that corporation or that trust has acquired~~ the ~~shares~~exercise ~~pursuant to an offer made under Section 275~~ of the ~~SFA~~Pre-Funded except: ● to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; ● where no consideration is or will be given for the transfer; or ● where the transfer is by operation of lawWarrants.

Rather, at our election, the number of shares of common stock to be issued will be rounded up to the nearest whole number or we will pay a cash adjustment in an amount equal to such fraction multiplied by the exercise price.

Trading Market

There is no established trading market for the Pre-Funded Warrants. We do not intend to list the Pre-Funded Warrants on any securities exchange or other trading market. We do not expect an active trading market to develop for the Pre-Funded Warrants. Without an active trading market, the liquidity of these securities will be limited. The shares of common stock issuable upon exercise of the Pre-Funded Warrants are currently traded on NYSE American LLC.

Right as a Shareholder

Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of common stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until they exercise their Pre-Funded Warrants. The Pre-Funded Warrants will provide that holders have the right to participate in distributions or dividends paid on our shares of common stock.

Transfer Agent and Registrar

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

Listing

Our Common Stock is listed on the NYSE American under the ticker symbols “DSS.”

PLAN OF DISTRIBUTION

Aegis Capital Corp., or Aegis, has agreed to act as our sole placement agent in connection with this offering subject to the terms and conditions of a placement agency agreement, dated [●], 2026 between Aegis and us. Aegis is not purchasing or selling any securities offered by this prospectus, nor is the placement agent required to arrange the purchase or sale of any specific number or dollar amount of the securities offered. The placement agent has agreed to use reasonable best efforts to arrange for the sale of all of the securities offered hereby. Therefore, we may not sell the entire amount of the securities offered pursuant to this prospectus. The placement agent may engage one or more sub-agents or selected dealers in connection with this offering.

In connection with the offering, we entered into a placement agency agreement with Aegis, which agreement includes representations and warranties by us. The public offering price of the securities in this offering has been determined based upon arm’s-length negotiations between the purchasers and us. Our obligation to issue and sell the securities to the investors is subject to the closing conditions set forth in the placement agent agreement, including the absence of any material adverse change in our business and the receipt of certain opinions, letters and certificates from us or our counsel, which may be waived by the respective parties. All of the securities will be sold at the offering price specified in this prospectus and, we expect, at a single closing.

Commissions and Expenses

We have agreed to pay the placement agent an aggregate cash placement fee equal to seven percent (7.0%) of the gross proceeds in this offering. In addition, we have agreed to pay the placement agent a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the offering. We have also agreed to reimburse the Placement Agent for reasonable legal fees and disbursements incurred by the placement agent not to exceed an aggregate of $100,000. We estimate that the total expenses payable by us in connection with this offering, other than the placement agent fees referred to above, will be approximately $320,000.

Discretionary Accounts

Aegis has informed us that it does not expect to make sales to accounts over which it exercises discretionary authority in excess of five percent (5%) of the securities being offered in this offering.

Indemnification

We have agreed to indemnify Aegis, its affiliates, and each person controlling Aegis against any losses, claims, damages, judgments, assessments, costs, and other liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of the offering, undertaken in good faith.

Lock-Up Agreements

Pursuant to certain “lock-up” agreements, our executive officers, directors, employees and holders of at least 10% of our Company’s Common Stock and securities exercisable for or convertible into its Common Stock outstanding immediately upon the closing of this offering, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock (“Lock-Up Securities”), whether currently owned or subsequently acquired, without the prior written consent of the placement agent, for a period of sixty (60) days after the closing date of the offering.

The placement agent, in its sole discretion, may release the Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release Common Stock and other securities from lock-up agreements, the placement agent will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of Common Stock and other securities for which the release is being requested and market conditions at the time.

Company Standstill

We have agreed, for a period of sixty (60) days after the closing date of the offering (the “Standstill Period”), that without the prior written consent of Aegis, we will not (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of our Company or any securities convertible into or exercisable or exchangeable for equity of our Company; (b) file or caused to be filed any registration statement with the Commission relating to the offering of any equity of our Company or any securities convertible into or exercisable or exchangeable for equity of our Company; or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections (a) or (b) hereof (all of such matters, the “Standstill Restrictions”). So long as none of such equity securities shall be saleable in the public market until the expiration of the Standstill Period, the following matters shall not be prohibited by the Standstill Restrictions: (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; and (ii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of our Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance shall only be to a person or entity (or to the equityholders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of our Company and shall provide to our Company additional benefits in addition to the investment of funds, but shall not include a transaction in which our Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. In no event should any equity transaction during the Standstill Period result in the sale of equity at an offering price to the public less than that of this offering.

Right of First Refusal

If, for the period beginning on the Closing of the offering and ending twelve (12) months after the Closing date of the Offering, the Company (a) decides to finance or refinance any indebtedness, Aegis (or any affiliate designated by Aegis) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, Aegis (or any affiliate designated by Aegis) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. Notwithstanding the foregoing, the rights granted to Aegis under the engagement letter, dated March 28, 2026 (the “Engagement Letter”) shall not apply to any “Affiliate Financing” (as defined in the Engagement Letter), including any loans, advances, credit facilities, guarantees or other extensions of credit, or any equity investments or capital contributions, in each case provided by the Company or any of its direct or indirect affiliates, whether at the DSS, Inc. level or at any subsidiary or project-level entity, provided no investment bank performing such services is involved. Notwithstanding anything to the contrary herein or as set forth in the Engagement Letter, the Company shall be permitted, at its sole discretion, to pursue and obtain traditional financing from commercial banks or other institutional lenders without any obligation to Aegis or impact on the fees payable hereunder. Any Affiliate Financing shall not be deemed a financing transaction subject to the Engagement Letter and shall not give rise to any right of first refusal, fee, commission or other compensation payable to Aegis under the Engagement Letter. Additionally, the rights granted to Aegis under the Engagement Letter shall not apply to any (i) ordinary-course working-capital or revolving credit facilities, (ii) commercial real estate mortgages, (iii) equipment leases or equipment financing, (iv) project-level or subsidiary-level indebtedness, or (v) the financing or refinancing (including any amendment, extension, renewal, replacement or other modification) of any existing indebtedness of the Company or any of its subsidiaries or project-level entities, and no such transactions shall give rise to any right of first refusal, fee, commission or other compensation payable to Aegis under the Engagement Letter, provided no investment bank such services is involved. If Aegis or one of its affiliates decides to accept any such engagement, the agreement governing such engagement (each, a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in no event will the fees be less than those outlined herein, and the provisions of the Engagement Letter, including indemnification, that are appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement under the Engagement Letter shall be made by Aegis or one of its affiliates, by a written notice to the Company, within ten (10) Business Days of the receipt of the Company’s notification of its financing needs, including a detailed term sheet. Aegis’s determination of whether in any case to exercise its right of first refusal will be strictly limited to the terms on such term sheet, and any waiver of such right of first refusal shall apply only to such specific terms. If Aegis waives its right of first refusal, any deviation from such terms (including without limitation after the launch of a subsequent transaction) shall void the waiver and require the Company to seek a new waiver from the right of first refusal terms set forth in the Engagement Letter.

Other Relationships

The placement agent is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The placement agent has in the past provided, and may in the future provide, various investment banking, commercial banking and other financial services for us and our affiliates for which they may in the future receive customary fees.

In the ordinary course of its business activities, the placement agent and its affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligation or otherwise) publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Aegis recently served as the sole book-running manager for a firm commitment underwritten public offering of our common stock that closed on February 5, 2026. The offering consisted of 900,000 shares at a price of $1.00 per share, generating gross proceeds of approximately $1.0 million. In connection with that offering, Aegis Capital Corp. received customary underwriting discounts and commissions and reimbursement of certain expenses. The transaction was conducted under an effective shelf registration statement on Form S-3 (No. 333-281974) and included a 45-day overallotment option for an additional 135,000 shares.

Determination of Offering Price

The public offering price of the securities we are offering was negotiated between us and the investors, in consultation with the placement agent based on the trading of our Common Stock prior to the offering, among other things. Other factors considered in determining the public offering price of the securities we are offering include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Regulation M

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of Common Stock by the placement agent acting as principal. Under these rules and regulations, the placement agent:

	●	may not engage in any stabilization activity in connection with our securities; and

	●	may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Indemnification

We have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches of representations and warranties contained in the placement agency agreement, or to contribute to payments that the placement agent may be required to make in respect of those liabilities.

Potential Conflicts of Interest

The placement agent and its affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which it may receive customary fees and reimbursement of expenses. In the ordinary course of its various business activities, the placement agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for its own accounts and for the accounts of its customers and such investment and securities activities may involve securities and/or instruments of our Company. The placement agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Electronic Distribution

This prospectus may be made available in electronic format on websites or through other online services maintained by the placement agent or by an affiliate. Other than this prospectus, the information on the placement agent’s website and any information contained in any other website maintained by the placement agent is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent, and should not be relied upon by investors.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the placement agent that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons who come into possession of this prospectus are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Equiniti Trust Company, LLC.

Trading Market

Our Common Stock is listed on the NYSE American LLC under the symbol “DSS.” We do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the ~~underwriters~~Placement Agent by ~~Loeb~~Kaufman & ~~Loeb LLP~~Canoles, ~~New~~P.C., ~~York~~Richmond, NYVirginia.

EXPERTS

The consolidated financial statements of ~~Document Security Systems~~DSS, Inc., and Subsidiaries as of and for the years ended December 31, ~~2019~~2025 and ~~2018~~2024, incorporated in this prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2025 and December 31, 2024, have been audited by ~~Freed~~HTL ~~Maxick~~International, LLC, an independent registered public accounting firm and Grassi & Co., CPAs, P.C., an independent registered public accounting firm, respectively, as stated in its ~~report~~reports incorporated by reference herein, and have been so incorporated in reliance upon such ~~report~~reports and upon the authority of such ~~firm~~firms as experts in accounting and auditing.

The consolidated financial statements of Impact BioMedical Inc., and subsidiaries as of and for the years ended December 31, 2019 and 2018, incorporated in this prospectus by reference to the Company’s Amendment No. 1 filed on June 8, 2020 to Current Report on Form 8-K dated April 27, 2020, have been audited by Turner, Stone & Company, L.L.P., an independent registered public accounting firm, as stated in its report incorporated by reference herein, and have been so incorporated in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.21

WHERE YOU CAN FIND MORE INFORMATION

We file periodic reports, proxy statements and other information with the SEC. Our filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. We will also provide you with a copy of any or all of the reports or documents ~~that~~ that have been incorporated by reference into this prospectus or the registration statement of which it is a part upon written or oral request, and at no cost to you. If you would like to request any reports or documents from the Company, please contact ~~Frank~~ D.Jason ~~Heuszel~~Grady at 585-325-3610.

Our Internet address is www.~~dsssecure~~dssworld.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this document. Our web address is included in this document as an inactive textual reference only.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In addition, indemnification may be limited by state securities laws.

INCORPORATION OF DOCUMENTS BY REFERENCE

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 permits us to “incorporate by reference” the information contained in documents we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the Securities and Exchange Commission will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed.

We are incorporating by reference the following documents that we have filed with the SEC (other than any filing or portion thereof that is furnished, rather than filed, under applicable SEC rules):

● our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2025, filed with the SEC on March 31, ~~2020~~2026; ● our Quarterly ~~Reports~~Report on Form 10-Q for the quarter ended March 31, ~~2020~~2025, filed with the SEC on May 1415, ~~2020~~2025; our Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2020~~2025, filed with the SEC on August 14, ~~2020~~2025; and our Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2020~~2025, filed with the SEC on ~~October~~November 2314, ~~2020,~~2025; ● our Current Reports on Form 8-K filed with the SEC on ~~January 15, 2020 (as amended~~ February 275, ~~2020),~~2026 ~~February~~and ~~12, 2020, February 21, 2020, February 25, 2020,~~ March ~~6, 2020, March 17, 2020, April 17, 2020, May 1, 2020 (as amended June 8, 2020), May 5, 2020, May 7, 2020, May 29, 2020, June 8, 2020, June 19, 2020, July 1, 2020, July 7, 2020, July~~ 31, ~~2020,~~2026; ~~August 11, 2020, August 19, 2020, August 27, 2020, September 25, 2020,~~ and ~~October 30, 2020;~~ ● ~~The information under~~ the ~~captions~~description ~~“Election~~ of ~~Directors,”~~our ~~“To~~common ~~Approve~~stock, ~~Pursuant~~which tois ~~Rule~~registered ~~713~~under OfSection ~~The~~12 ~~NYSE American, the Potential Issuance~~ of ~~Common Stock upon Conversion of Series A Convertible Preferred by Increasing~~ the ~~Beneficial~~Exchange ~~Ownership Limitation~~Act,” ~~“Reincorporation~~contained ofin ~~the~~Exhibit ~~Company~~4.1 ~~from New York~~ to ~~Texas,” “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” in~~ our ~~definitive~~Annual ~~proxy~~Report ~~statement~~ on Form ~~14A~~10-K for ~~our 2020 Annual Meeting of Stockholders, filed with~~ the ~~SEC~~year onended ~~November~~December 231, ~~2020; and ● the description of our Common Stock~~2025, ~~which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A,~~ filed with the SEC on ~~April~~March 1931, ~~2004~~2026, including any amendments or reports filed for the purpose of updating such description.

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 ~~that are made~~ after the initial filing date of the registration statement of which this prospectus is a part ~~until~~and prior to the ~~offering~~termination of the ~~particular~~offering of the securities covered by this prospectus ~~has been completed~~. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address or telephone number:

~~Frank~~Jason ~~D. Heuszel~~Grady

~~Document Security Systems~~DSS, Inc.

~~200~~275 ~~Canal~~Wiregrass ~~View~~Pkwy, ~~Boulevard~~Henrietta, ~~Suite~~New ~~104~~York 14586

Rochester, NY 14623

Tel: +1-585-325-3610

Except as expressly provided above, no other information, including none of the information on our website, is incorporated by reference into this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

1922

~~$18~~DSS,~~000,000~~ INC.

~~Common Stock~~$8,000,000

~~DOCUMENT~~Up ~~SECURITY~~to ~~SYSTEMS~~8,333,333 ~~INC.~~Shares of Common Stock

~~PROSPECTUS~~Up to 8,333,333 Pre-Funded Warrants

,Up ~~2020~~to 8,333,333 Shares of Common Stock Underlying the Pre-Funded Warrants

Aegis Capital Corp.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the various costs and expenses, ~~other than the underwriting discounts and commissions,~~ payable by ~~the~~us ~~registrant~~ in connection with the sale of ~~common~~the ~~stock~~securities being registered. All ~~amounts~~such ~~are~~costs ~~estimates~~and ~~except~~expenses ~~for~~shall ~~the~~be ~~SEC~~borne ~~registration~~by ~~fee,~~us. ~~the Financial~~Except ~~Industry~~for ~~Regulatory~~the ~~Authority,~~SEC orregistration ~~FINRA~~fee, ~~filing~~all ~~fee~~the ~~and~~amounts ~~NYSE~~shown ~~American~~are ~~LLC additional listing fee~~estimates.

Item	Amount to be paid
SEC registration fee	$	21,~~258~~104.80
FINRA filing fee		31,~~105~~700.00
Printing fees and expenses		-
Legal fees and expenses		200,000.00
Legal fees and expenses		110,000
Accounting fees and expenses		20,000.00
Accounting fees and expenses		10,000
Transfer agent’s fees and expenses		5,000.00
Underwriter’s expenses		75,000
Miscellaneous fees and expenses		20,000
Transfer agent’s fees and expenses		5,000
Total	$	247,804.80
Miscellaneous fees and expenses		-
Total	$	205,363

Item 14. Indemnification of Directors and Officers

Under 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 of the State of New York, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such 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 any settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless the Company 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 such 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 best interests of the registrant, and with 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 in a manner such person reasonably believed to be in, or not opposed to, the best interests of the registrant.

Item 15. Recent Sales of Unregistered Securities

~~July~~Information 3regarding any equity securities we have sold during the period covered by this Report that were not registered under the Securities Act of 1933, ~~2018~~as amended, and was not included in a quarterly report on Form 10-Q or in a current report on Form 8-K, is set forth below. Each such transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated by the SEC, unless otherwise noted. Unless stated otherwise: (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each of the persons who received these unregistered securities had knowledge and experience in financial and business matters which allowed them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable about our operations and financial condition; (iv) no underwriter participated in, nor did we pay any commissions or fees to any underwriter in connection with the transactions; and, (v) each certificate issued for these unregistered securities contained a legend stating that the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities.

OnSecurities ~~July~~Purchase 3,Agreement ~~2018,~~with ~~the~~Alset ~~Company~~International ~~closed the sale of 7,143 shares of its common stock, par value $0.02 per share, to a related party accredited investor, Heng Fai Holdings~~ Limited. The purchase price was $42.00 per share, for total proceeds of $300,000. The shares of common stock were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~December~~On 17March 26, ~~2018~~2026, DSS, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Alset International Limited (“Alset International Limited”), a majority-owned subsidiary of Alset Inc., pursuant to which Alset International Limited has agreed to loan the Company $2,450,000 in exchange for a convertible promissory note (the “Note”) and warrants to purchase 16,554,055 shares of the Company’s common stock (the “Warrants”).

OnThe ~~December 17~~Note, ~~2018,~~SPA ~~the~~and ~~Company~~Warrants ~~sold~~are ~~20,408~~collectively ~~shares~~referred ~~of its common stock~~ to anherein ~~accredited~~as ~~investor, at a price of $29.40 per share. The shares of common stock were issued and sold in reliance upon~~ the ~~exemption~~“Transaction ~~from registration contained in Section 4(a)(2) of the Securities Act~~Documents”.

~~February~~The 18closing of the transactions contemplated by the Transaction Documents is subject to certain closing conditions, ~~2019~~including approval of the Company’s stockholders.

OnThe ~~February~~Note ~~18,~~will ~~2019,~~bear ~~the~~a ~~Company~~simple ~~entered~~interest ~~into~~at a ~~Convertible~~rate ~~Promissory~~of ~~Note~~3% ~~with~~per ~~LiquidValue~~annum. ~~Development~~Pursuant ~~Pte~~to ~~Ltd in~~ the ~~principal sum~~terms of ~~$500~~the Note,~~000,~~ ofAlset ~~which~~International upLimited tomay ~~$500,000~~convert any ~~could~~outstanding beprincipal ~~paid~~and byaccrued ~~the~~interest ~~conversion~~into shares of ~~such amount into~~ the Company’s common stock~~, par~~ ~~value~~at ~~$0.02 per share, up to~~ a ~~maximum of 14,881 shares of common stock (the “Maximum Conversion Amount”), at a~~ conversion price of $330.6074 per share~~. Effective on March 25, 2019, LiquidValue Development Pte Ltd exercised its conversion~~ ~~option~~at ~~and~~any ~~converted~~time ~~the~~prior ~~Maximum~~to ~~Conversion Amount under~~ the ~~Note.~~maturity ~~The~~date, ~~shares~~which ofis ~~common~~five ~~stock~~(5) ~~were~~years ~~issued~~from ~~in reliance upon~~ the ~~exemption~~ ~~from~~date ~~registration contained in Section 4(a)(2)~~ of ~~the Securities Act~~issuance.

OnThe ~~February~~Warrants ~~18,~~entitle ~~2019,~~Alset ~~the~~International ~~Company~~Limited ~~issued~~to 4purchase up to 16,~~348~~554,055 shares of the Company’s common stock inat ~~conjunction~~an ~~with~~exercise ~~the signing~~ price of ~~a Master Distributor Agreement with Advanced Cyber Security Corp~~$0. (“ACS”) to for the Company to distribute ACS’s EndpointLockV™ cyber security software exclusively in thirteen countries in Asia and Australia, and non-exclusively, in the United States and Middle East93. The ~~shares~~Warrants ofexpire ~~common~~on ~~stock~~their ~~were~~fifth ~~issued in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act~~anniversary.

~~March 2019~~ II-1

In March 2019, the Company issued 130,435 shares of the Company’s common stock in conjunction with the signing of a Master Distributor Agreement with Advanced Cyber Security Corp. (“ACS”) to for the Company to distribute ACS’s EndpointLockV™ cyber security software exclusively in thirteen countries in Asia and Australia, and non-exclusively, in the U.S. and Middle East.

November 1, 2019

On November 1, 2019, the Company entered into and closed on a subscription agreement (the “Subscription Agreement”) with Mr. Heng Fai Ambrose Chan, Chairman of the Board of Directors of the Company. Pursuant to the Subscription Agreement, Mr. Chan purchased 200,000 shares of the Company’s common stock at a purchase price of $9.11 per share, resulting in gross proceeds to the Company of $1,822,200, before deductions for placement agent fees and other expenses (the “Offering”).

Aegis Capital Corp. (the “Placement Agent”) acted as the exclusive placement agent for the Offering. In connection with the Offering, the Placement Agent received commissions of 8.0% of the total proceeds raised in the Offering, a non-accountable expense allowance equal to 1.0% of the total proceeds raised in the Officering, and a reimbursement of $35,000 of accountable expenses.

The common stock sold in the Offering described above were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Rule 506(b) of Regulation D promulgated under the Securities Act, since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

October 16, 2020

On October 16, 2020 the Company issued 662,500 shares of the Company’s common stock upon the conversion of 4,293 shares of Series A Preferred Stock. Shares of Series A Preferred Stock have a value of $1,000 per share and may be converted into shares of the Company’s common stock at a conversion price of $6.48 per share, subject to a 19.9% beneficial ownership conversion limitation based on the total issued and outstanding shares of common stock of the Company beneficially owned by the holder. There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.

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Item 16. Exhibits and financial statement schedules

(a)

Exhibits

Exhibit		Description
1.1		Form of ~~Underwriting~~Placement ~~Agreement.~~Agency Agreement**
3.1		Certificate of Incorporation of Document Security Systems, Inc., as amended (incorporated by reference to exhibit 3.1 to Form 108-K dated ~~March~~August 3125, ~~2011~~2016).
3.2		~~Certificate~~Fourth ofAmended ~~Amendment~~and ofRestated ~~the~~By-laws ~~Certificate~~ of ~~Incorporation of~~ Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated ~~August~~June 2522, ~~2016~~2018).
3.3		Certificate of Amendment of ~~the~~ Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated August 2127, 2020).
3.4		~~Fifth~~Certificate ~~Amended~~of ~~and~~Correction ~~Restated~~to ~~By-Laws~~the Certificate of Amendment of Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated ~~April~~November 266, ~~2019~~2020).
4.1		Specimen Common Stock Certificate of the Registrant (incorporated by reference to exhibit 4.1 to Form S-3 dated April 5, 2019).
3.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Form 8-K filed January 8, 2024).
5.1		Opinion of Sichenzia Ross Ference LLP. *
4.1		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934**
4.2		Form of Pre-Funded Warrant**
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Document Security Systems, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (incorporated by reference to Annex H to Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 originally filed with the SEC on November 26, 2012).
10.2		Investment Agreement dated as of February 13, 2014 by and among DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and the Investors named therein (incorporated by reference to exhibit 10.1 to Form 8-K dated February 18, 2014).
10.3		Form of Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated September 17, 2015).
10.4		Form of Common Stock Purchase Warrant for September 2015 Financing (incorporated by reference to exhibit 10.2 to Form 8-K dated September 17, 2015).
10.5		Form of amended Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated October 2, 2015).
10.6		Form of amended Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated November 30, 2015).
10.7		~~Patent~~Proceeds ~~Purchase~~Investment Agreement between Document Security Systems, Inc. and ~~Intellectual~~Brickell ~~Discovery~~Key ~~Co.,~~Investments ~~Ltd.~~LP dated November 1014, 2016 (incorporated by reference to exhibit 10.2830 to Form 10-K dated March 28, 2017).
10.8		~~Patent~~Common ~~License~~Stock ~~Agreement~~Purchase Warrant between Document Security Systems, Inc. and ~~Intellectual~~Brickell ~~Discovery~~Key ~~Co.,~~Investments ~~Ltd.~~LP dated November 1014, 2016 (incorporated by reference to exhibit 10.2931 to Form 10-K dated March 28, 2017).
10.9		~~Proceeds~~First Amendment to Investment Agreement and Certain Other Documents between DSS Technology Management, Inc., Document Security Systems, Inc., ~~and~~Fortress ~~Brickell~~Credit ~~Key~~Co ~~Investments~~LLC LPand Investors dated ~~November~~December 142, 2016 (incorporated by reference to exhibit 10.3032 to Form 10-K dated March 28, 2017).
10.10		Form of Common Stock Purchase Warrant ~~between Document Security Systems, Inc. and Brickell Key Investments LP dated November 14, 2016~~ (incorporated by reference to exhibit 104.311 to Form 108-K dated ~~March~~September 286, 2017).
10.11		~~First~~Form ~~Amendment~~of toSecurities ~~Investment~~Purchase Agreement ~~and Certain Other Documents between DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and Investors dated December 2, 2016~~ (incorporated by reference to exhibit 10.321 to Form 108-K dated ~~March~~September 286, 2017).
10.12		Form of Loan Agreement between Premier Packaging Corporation and Citizens Bank, N.A. (incorporated by reference to exhibit 10.1 to Form 8-K dated July 28, 2017).
10.13		Form of Term Note Non-Revolving Line of Credit Agreement between Premier Packaging Corporation and Citizens Bank, N.A. (incorporated by reference to exhibit 10.2 to Form 8-K dated July 28, 2017).
10.14		Form of Security Agreement between Premier Packaging Corporation and Citizens Bank, N.A. (incorporated by reference to exhibit 10.3 to Form 8-K dated July 28, 2017).
10.15		Form of Common Stock Purchase Warrant (incorporated by reference to exhibit 4.1 to Form 8-K dated September 6, 2017).
10.16		Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated September 6, 2017).

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10.12		Securities Exchange Agreement, dated September 12, 2017, between Document Security Systems, Inc. and Hengfai Business Development Pte. Ltd. (incorporated by reference to exhibit 10.1 to Form 8-K dated September 15, 2017).
10.13		2021 Employment Agreement entered by and between the Company and Frank Heuszel on November 13, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 19, 2020).
10.14		2020 Amendment entered by and between the Company and Frank Heuszel on November 13, 2020**
10.15		Executive Employment Agreement with Mr. Jason Grady (incorporated by reference to exhibit 10.2 to Form 10-Q dated November 13, 2019).
10.16		Executive Employment Agreement with Mr. Heng Fai Ambrose Chan (incorporated by reference to exhibit 10.3 to Form 10-Q dated November 13, 2019).
10.17		2020 Amendment entered by and among the Company, DSS Cyber Security Pte. Ltd. and Heng Fai Chan on November 19, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 25, 2020).
10.18		2020 Employee, Director and Consultant Equity Incentive Plan**
10.19		Term Sheet dated March 3, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated March 6, 2020).
10.20		Promissory Note dated March 3, 2020 (incorporated by reference to exhibit 10.2 to Form 8-K dated March 6, 2020).
10.21		Form of Warrant (incorporated by reference to exhibit 10.3 to Form 8-K dated March 6, 2020).
10.22		Stockholder Agreement (incorporated by reference to exhibit 10.4 to Form 8-K dated March 6, 2020).
10.24		Share Exchange Agreement dated as of April 27, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated May 1, 2020.
10.25		Underwriting Agreement, dated June 16, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated June 19, 2020).
10.26		Underwriting Agreement, dated July 1, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 7, 2020).
10.27		Underwriting Agreement, dated July 28, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 31, 2020).
10.28		Securities Purchase Agreement, by and among, Sharing Services Global Corporation, and Decentralized Sharing Systems, Inc., dated April 5, 2021 (incorporated by reference to exhibit 1.1 to Form 8-K, filed with the Commission on April 9, 2021
10.29		Convertible Promissory Note, dated April 5, 2021 (incorporated by reference to exhibit 1.2 to Form 8-K filed with Commission on April 9, 2021)
10.30		Stock Purchase Agreement between Proof Authentication Corporation and Document Security Systems, Inc. dated May 7, 2021 Relating to the Purchase and Sale of 100% of the Shares of DSS Digital Inc. (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on May 11, 2021)
10.31		Underwriting Agreement between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to Form 8-K filed with the Commission on June 17, 2021)

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10.17		Securities Exchange Agreement, dated September 12, 2017, between Document Security Systems, Inc. and Hengfai Business Development Pte. Ltd. (incorporated by reference to exhibit 10.1 to Form 8-K dated September 15, 2017).
10.32		Subscription Agreement by and among DSS, Inc. and Alset EHome International, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on September 10, 2021)
10.18		Form of Loan Agreement between Plastic Printing Professionals, Inc. and Citizens Bank, N.A. (incorporated by reference to exhibit 10.1 to Form 8-K dated December 6, 2017).
10.33		Stock Purchase And Share Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc. relating to the purchase of Sharing Services Global Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission on December 29, 2021)
10.19		Form of Term Note Non-Revolving Line of Credit Agreement between Plastic Printing Professionals, Inc. and Citizens Bank, N.A. (incorporated by reference to exhibit 10.2 to Form 8-K dated December 6, 2017).
10.34		Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)
10.20		Form of Security Agreement between Plastic Printing Professionals, Inc. and Citizens Bank, N.A. (incorporated by reference to exhibit 10.3 to Form 8-K dated December 6, 2017).
10.35		Stock Purchase Agreement dated as of January 25, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)
10.21		Executive Employment Agreement with Frank D. Heuszel (incorporated by reference to exhibit 10.1 to Form 10-Q dated November 13, 2019).
10.36		Assignment and Assumption Agreement dated as of February 25, 2022, by and between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on February 25, 2022)
10.22		Executive Employment Agreement with Mr. Jason Grady (incorporated by reference to exhibit 10.2 to Form 10-Q dated November 13, 2019).
10.37		Convertible Promissory Note Agreement, as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on February 25, 2022)
10.23		Executive Employment Agreement with Mr. Heng Fai Ambrose Chan (incorporated by reference to exhibit 10.3 to Form 10-Q dated November 13, 2019).
10.38		Amendment to Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on March 1, 2022)
10.24		Document Security Systems, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan (incorporated by reference to exhibit 10.24 to Form 10-K dated March 31, 2020).
10.39		True Partner Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on March 1, 2022)
10.25		Term Sheet dated March 3, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated March 6, 2020).
10.40		True Partner Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on March 1, 2022)
10.26		Promissory Note dated March 3, 2020 (incorporated by reference to exhibit 10.2 to Form 8-K dated March 6, 2020).
10.41		DSS Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.4 to Form 8-K filed with the Commission on March 1, 2022)
10.27		Form of Warrant (incorporated by reference to exhibit 10.3 to Form 8-K dated March 6, 2020).
10.42		Certificate of Amendment of Certificate of Incorporation of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Commission on June 3, 2022)
10.28		Stockholder Agreement (incorporated by reference to exhibit 10.4 to Form 8-K dated March 6, 2020).
10.43		Amendment No. 1 to Fifth Amended and Restated By-laws of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on June 3, 2022)
10.29		Term Sheet dated March 12, 2020 (incorporated by reference to exhibit 10.29 to Form 10-K dated March 31, 2020).
10.44		Assignment and Assumption Agreement, by and between Alset International Limited and DSS, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on July 15, 2022)
10.30		Share Exchange Agreement dated as of April 27, 2020, among Document Security Systems, Inc., DSS BioHealth Security, Inc., Singapore eDevelopment Limited and Global BioMedical Pte Ltd. (incorporated by reference to exhibit 10.4 to Form 8-K dated May 1, 2020)
10.45		Convertible Promissory Note as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on July 15, 2022)
21.1		Subsidiaries of Document Security Systems, Inc. *
23.1		Consent of Freed Maxick CPAs, P.C. **
23.2		Consent of Turner, Stone & Company, L.L.P. **
99.1		Impact BioMedical’s Audited Consolidated Financial Statements and the notes related thereto (incorporated by reference to exhibit 99.1 to Form 8-K/A dated June 8, 2020).
99.2.		Impact BioMedical’s Interim Unaudited Consolidated Financial Statement and the notes related thereto (incorporated by reference to exhibit 99.2 to Form 8-K/A dated June 8, 2020).
99.3		Unaudited Pro Forma Condensed Combined Financial Statements of DSS and Impact BioMedical and the notes related thereto (incorporated by reference to exhibit 99.3 to Form 8-K/A dated June 8, 2020).
99.4		Unaudited Pro Forma Interim Condensed Combined Financial Statements of DSS and Impact BioMedical and the notes related thereto (incorporated by reference to exhibit 99.1 to Form 8-K/A dated November , 2020).

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10.46		Amendment No.1 to Assignment and Assumption Agreement as between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on July 15, 2022)
10.47		Letter Agreement dated April 17, 2023, by and between Sharing Services Global Corporation and Decentralized Sharing Systems, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 18, 2023.)
10.48		Letter agreement between Frank D. Heuszel and DSS, Inc. executed December 12, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2023.)
10.49		Letter agreement between Jason Grady and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2023.)
10.50		Letter agreement between Todd Mack and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2023.)
10.51		Amendment to Promissory Note effective January 18, 2024 between DSS, Inc. and Impact BioMedical, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 22, 2024).
10.53		Clawback Policy**
21.1		Subsidiaries of Document Security Systems, Inc.**
23.1		Consent of Grassi & Co., CPAs, P.C.
23.2		Consent of HTL International, LLC
107		Filing Fee Table**

	*	To be filed by amendment
	**	Filed herewith

Item 17. Undertakings

(a)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 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.

(b)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act 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 person 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 such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)	The undersigned Registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Rochester, New York, on November 4, 2020.

Document Security Systems, Inc. By: /s/ Frank D. Heuszel Frank D. Heuszel Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank D. Heuszel his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her and in his name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any 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, as amended, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.

Signature	Title	Date
/s/ Frank D. Heuszel	Chief Executive Officer	November 4, 2020
Frank D. Heuszel	Principal Executive Officer and Director
/s/ Todd D. Macko	Interim Chief Financial Officer,	November 4, 2020
Todd D. Macko	Principal Financial and Accounting Officer
/s/ Heng Fai Ambrose Chan	Chairman of Board of Document Security Systems, Inc.,	November 4, 2020
Heng Fai Ambrose Chan	Director and CEO of DSS International Inc.
/s/ José Escudero	Director	November 4, 2020
José Escudero
/s/ Sassuan Lee	Director	November 4, 2020
Sassuan Lee
/s/ John Thatch	Director	November 4, 2020
John Thatch
/s/ Wah Wai Lowell Lo	Director	November 4, 2020
Wah Wai Lowell Lo
/s/ Tung Moe Chan	Director	November 4, 2020
Tung Moe Chan
/s/ Wai Leung William Wu	Director	November 4, 2020
Wai Leung William Wu

* By: /s/ Frank D. Heuszel Frank D. Heuszel Attorney-in-fact

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Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized on April 17, 2026.

	DSS, INC.

	By:	/s/ Jason Grady
		Jason Grady
		Interim Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Todd D Macko
		Todd D. Macko
		Chief Financial Officer (Principal Financing and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

April 17, 2026	By:	/s/ Todd D. Macko
		Todd D. Macko
		Chief Financial Officer (Principal Financial and Accounting Officer)

April 17, 2026	By:	/s/ Jason Grady
		Jason Grady Interim Chief Executive Officer

April 17, 2026	By:	/s/ Heng Fai Ambrose Chan
		Heng Fai Ambrose Chan Chairman of the Board and CEO of DSS International, Inc.

April 17, 2026	By:	/s/ Hiu Pan Joanne Wong
		Hiu Pan Joanne Wong Director

April 17, 2026	By:	/s/ José Escudero
		José Escudero Director

April 17, 2026	By:	/s/ Shui Yeung Frankie Wong
		Shui Yeung Frankie Wong Director

April 17, 2026	By:	/s/ Tung Moe Chan
		Tung Moe Chan
		Director

April 17, 2026	By:	/s/ Lim Sheng Hon Danny
		Lim Sheng Hon Danny
		Director

April 17, 2026	By:	/s/ Wai Leung William Wu
		William Wu Director

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Filing Compare · DSS, INC.