UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 34, ~~2025~~2026

DSS, INC.

(Exact name of registrant as specified in its charter)

New York

001-32146

16-1229730

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

275 Wiregrass Pkwy,

West Henrietta, NY

14586

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (585) 325-3610

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.02 par value per share		DSS		The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 1.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~December~~February 34, ~~2025~~2026, DSS, Inc. (the “Company”) ~~held~~entered ~~its~~into ~~2025~~an ~~annual~~underwriting ~~meeting~~agreement ~~of stockholders~~ (the “~~Meeting~~Underwriting Agreement”) with Aegis Capital Corp. A(“Aegis”), ~~total~~which provided for the issuance and sale by the Company and the purchase by the underwriter, in a firm commitment underwritten public offering (the “Offering”), of 9900,~~092,518~~000 shares of the Company’s common stock, $0.02 ofpar value per share. Subject to the ~~Company,~~terms ~~representing~~and ~~83.80%~~conditions ofcontained in the ~~aggregate~~Underwriting Agreement, the shares ~~outstanding~~were sold at a public offering price of $1.00 per share, less certain underwriting discounts and ~~eligible~~commissions. The net offering proceeds to ~~vote~~the onCompany ~~October~~from 6,the ~~2025,~~Offering ~~the~~are ~~record~~approximately ~~date~~$0.7 ~~for~~million after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The Company intends to use the ~~Meeting,~~net proceeds from this Offering to general corporate and ~~constituting~~working capital needs. The Company also granted the underwriter a ~~quorum~~45-day option to purchase up to 135,000 ~~were~~additional ~~represented~~shares inof ~~person~~the orCompany’s bycommon ~~valid~~stock on ~~proxies~~the atsame terms and conditions for the ~~Meeting~~purpose of covering any over-allotments in connection with the Offering.

The ~~stockholders~~Offering ~~approved~~closed ~~the~~on ~~election~~February of5, ~~Ambrose~~2026, ~~Chan~~and ~~Heng~~was ~~Fai;~~made ~~José~~pursuant ~~Escudero;~~to ~~Wai~~the ~~Leung~~Company’s ~~William~~shelf ~~Wu;~~registration ~~Tung~~statement ~~Moe~~on ~~Chan;~~Form ~~Hiu~~S-3 ~~Pan~~(File ~~Joanne~~No. ~~Wong;~~333-281974), ~~Shui~~which ~~Yeung~~was ~~Frankie~~declared ~~Wong~~effective by the Securities and ~~Lim~~Exchange ~~Sheng~~Commission ~~Hon~~(the ~~Danny~~“SEC”) toon ~~serve~~November 5, 2024, under the Securities Act of 1933, as ~~directors~~amended (the “Securities Act). A final prospectus describing the terms of the ~~Company~~Offering ~~until~~was filed with the ~~next~~SEC ~~annual~~on ~~meeting~~February of4, 2026, and is available on the ~~shareholders~~SEC’s website located at http://www.sec.gov.

The ~~stockholders~~Underwriting ~~ratified~~Agreement contains customary representations, warranties and covenants of the ~~appointment~~Company, customary conditions for closing, indemnification obligations of ~~HTL~~the ~~International~~Company and the underwriters, ~~LLC~~including asfor liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature. The Company and all of the Company’s ~~independent~~executive ~~registered~~officers ~~public~~and ~~accounting firm~~directors ~~for~~have also agreed not to sell or transfer any securities of the ~~fiscal~~Company ~~year~~held ~~ending~~by ~~December~~them 31for a period of forty-five (45) days from the date of the Offering, ~~2025~~subject to limited exceptions.

The ~~stockholders~~foregoing ~~also~~summary ~~approved,~~of onthe anUnderwriting ~~advisory~~Agreement ~~basis,~~is qualified in its entirety by reference to the ~~compensation~~full text of the ~~named~~Underwriting ~~executive~~Agreement, a ~~officers~~copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~The~~Cautionary ~~final~~Note ~~voting~~Regarding ~~results~~Forward onLooking ~~these matters were as follows:~~Statements

1.This ~~Approval~~Current Report on Form 8-K contains forward-looking statements within the meaning of the ~~election~~Private Securities Litigation Reform Act of 1995, ~~Ambrose~~as ~~Chan~~amended, ~~Heng~~including, ~~Fai;~~without ~~José~~limitation, ~~Escudero;~~statements ~~Wai~~related ~~Leung~~to ~~William~~the ~~Wu;~~use ~~Tung~~of ~~Moe~~proceeds ~~Chan;~~from ~~Hiu~~the ~~Pan~~Offering. ~~Joanne~~The ~~Wong;~~words ~~Shui~~“may,” ~~Yeung~~“might,” ~~Frankie~~“will,” ~~Wong~~“could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and ~~Lim~~similar ~~Sheng~~words ~~Hon~~or ~~Danny~~expressions are intended to ~~serve~~identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements contained in this Current Report on Form 8-K, such as ~~directors~~those related to the potential exercise of Underwriter’s option or the use of proceeds , are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K, including, without limitation, uncertainties related to market conditions and the satisfaction of customary closing conditions related to the Offering. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in the Company’s ~~until~~most recent Annual Report on Form 10-K for the ~~next~~year ~~annual~~ended ~~meeting~~December 31, 2024, as well as any subsequent filings with the SEC. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the ~~shareholders:~~accuracy of any such forward-looking statements.

	FOR	AGAINST	WITHHELD	BROKER NON-VOTES
Ambrose Chan Heng Fai	6,120,313	127,481	5,761	1,366,582
José Escudero	6,114,054	132,862	6,639	1,366,582
Lim Sheng Hon Danny	6,097,779	149,409	6,367	1,366,582
Wai Leung William Wu	6,098,300	149,113	6,142	1,366,582
Tung Moe Chan	6,118,675	129,099	5,781	1,366,582
Hiu Pan Joanne Wong	6,220,802	26,672	6,181	1,366,582
Shui Yeung Frankie Wong	6,090,329	156,974	6,252	1,366,582

Item 8.01 Other Information.

2.On ~~Ratification~~February of4, 2026, the ~~appointment~~Company ofissued ~~HTL~~a ~~International,~~press ~~LLC~~release asannouncing the ~~Company’s~~pricing ~~independent~~of ~~registered~~the ~~public~~Offering. ~~accounting~~A ~~firm~~copy ~~for~~of ~~the~~this press release is filed as ~~fiscal~~Exhibit ~~year~~99.1 ~~ending~~hereto ~~December~~and ~~31,~~incorporated ~~2025:~~herein by reference.

FOR		AGAINST		ABSTAIN
7,401,486		178,858		39,793

On February 5, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is included as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

3.Item ~~Approval~~9.01 onFinancial anStatements ~~advisory~~and ~~basis of, the compensation of the named executive officers:~~Exhibits.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
6,214,296		31,186		8,073		1,366,582

(d) Exhibits:

SIGNATURES

Number		Description
1.1		Underwriting Agreement, dated February 4, 2026, by and between DSS, Inc. and Aegis Capital Corp.
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in the Opinion of Sichenzia Ross Ference LLP filed as Exhibit 5.1)
99.1		Press Release issued February 4, 2026
99.2		Press Release issued February 5, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.SIGNATURES

	DSS, INC.
Date: December 4, 2025	By:	/s/ Jason Grady
	Name:	Jason Grady
	Title:	Interim Chief Executive Officer

	DSS, INC.

Date: February 5, 2026	By:	/s/ Jason Grady
	Name:	Jason Grady
	Title:	Interim Chief Executive Officer

Filing Compare · DSS, INC.