DSS Enters Into Share Exchange Agreement with and Acquisition of Impact Biomedical, Inc. Forming Wholly Owned Subsidiary
8:01 am ET May 4, 2020 (Globe Newswire)
Document Security Systems, Inc. ("DSS" or the "Company"
(NYSE American: DSS), a leader in anti-counterfeit, authentication and diversion protection technologies, announces its Board of Directors has approved, and Document Security Systems, Inc. ("DSS" has entered into a share exchange agreement (the "Share Exchange Agreement" with DSS BioHealth Security, Inc., a Delaware corporation and wholly owned subsidiary of DSS ("DBHS" , Singapore eDevelopment Limited, a Singapore corporation ("SED" , Global BioMedical Pte Ltd, a Singapore corporation and wholly owned subsididary of SED ("GBM" , and Impact BioMedical Inc., a Nevada corporation and wholly owned subsidiary of GBM ("Impact BioMedical" , pursuant to which, among other things and subject to the terms and conditions contained therein, the DBHS will consummate the acquisition of all of the outstanding capital stock of Impact BioMedical (the "Impact Shares" through a share exchange, with Impact BioMedical becoming a direct wholly owned subsidiary of the DBHS.
The aggregate purchase price for the Impact Shares is $50 million (the "Purchase Price" , which DBHS will pay by issuing to GBM (i) 14,500,000 newly issued shares of common stock of DSS, par value $0.02, (the "Common Stock" , nominally valued at $3,132,000, or $0.216 per share; and (ii) 46,868 newly issued shares of a new series of perpetual convertible preferred stock of DSS with a stated value of $46,868,000, or $$1,000 per share, convertible into shares of common stock of DSS, subject to a 19.9% beneficial ownership conversion limitation ("blocker" based on the total issued outstanding shares of common stock of DSS held or to be held by GBM.
GBM is a 100% owned subsidiary of SED whose Chief Executive Office and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of DSS.
The completion of the transaction is conditioned upon obtaining approval of the shareholders of both SeD and DSS, completion of an audit of the financial statements of Impact BioMedical (which shall be included in a proxy statement to be sent to DSS stockholders), and other conditions.
About Document Security Systems, Inc. (DSS)
For over 15 years, DSS has protected corporations, financial institutions, and governments from sophisticated and costly fraud. DSS' innovative anti-counterfeit, authentication, and brand protection solutions are deployed to prevent attacks which threaten products, digital presence, financial instruments, and identification. AuthentiGuard(R), the company's flagship product, provides authentication capability through a smartphone application so businesses can empower a wide range of employees, supply chain personnel, and consumers to track their brands and verify authenticity. For more information on DSS visit http://www.dsssecure.com.
About Impact BioMedical, Inc.
Impact BioMedical, Inc. ("Impact BioMedical" is a wholly owned direct subsidiary of Global BioMedical Pte. Ltd., which in turn is a wholly owned direct subsidiary of Singapore eDevelopment Limited, a company listed on the Singapore Exchange.
Impact BioMedical strives to leverage its scientific know-how and intellectual property rights to provide solutions that have been plaguing the biomedical field for decades. By tapping into the scientific expertise of GRDG Sciences, LLC. and Australian Exchange-listed Holista CollTech Limited, Impact BioMedical pledges to undertake a concerted effort in the R&D, drug discovery and development for the prevention, inhibition, and treatment of neurological, oncological and immuno related diseases.
Safe Harbor Disclosure
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the Company's ability to complete the financing, its intended use of proceeds and other statements that are not historical facts. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include: the risk that the acquisition of Impact Biomedical may not be approved by the shareholders of either DSS or SeD, or may not close for other reasons; risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of development activities; our ability to attract, integrate and retain key personnel; our need for substantial additional funds; patent and intellectual property matters; competition; as well as other risks described in the section entitled "Risk Factors" in the prospectus and in the section entitled "Risk Factors" and elsewhere in our Annual Report on Form 10-K filed with the SEC on March 31, 2020, and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward- looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Investor Contact:
Bret Shapiro, Core IR
(516) 222-2560
ir@dsssecure.com
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8:01 am ET May 4, 2020 (Globe Newswire)
Document Security Systems, Inc. ("DSS" or the "Company"
(NYSE American: DSS), a leader in anti-counterfeit, authentication and diversion protection technologies, announces its Board of Directors has approved, and Document Security Systems, Inc. ("DSS" has entered into a share exchange agreement (the "Share Exchange Agreement" with DSS BioHealth Security, Inc., a Delaware corporation and wholly owned subsidiary of DSS ("DBHS" , Singapore eDevelopment Limited, a Singapore corporation ("SED" , Global BioMedical Pte Ltd, a Singapore corporation and wholly owned subsididary of SED ("GBM" , and Impact BioMedical Inc., a Nevada corporation and wholly owned subsidiary of GBM ("Impact BioMedical" , pursuant to which, among other things and subject to the terms and conditions contained therein, the DBHS will consummate the acquisition of all of the outstanding capital stock of Impact BioMedical (the "Impact Shares" through a share exchange, with Impact BioMedical becoming a direct wholly owned subsidiary of the DBHS. The aggregate purchase price for the Impact Shares is $50 million (the "Purchase Price"
, which DBHS will pay by issuing to GBM (i) 14,500,000 newly issued shares of common stock of DSS, par value $0.02, (the "Common Stock" , nominally valued at $3,132,000, or $0.216 per share; and (ii) 46,868 newly issued shares of a new series of perpetual convertible preferred stock of DSS with a stated value of $46,868,000, or $$1,000 per share, convertible into shares of common stock of DSS, subject to a 19.9% beneficial ownership conversion limitation ("blocker" based on the total issued outstanding shares of common stock of DSS held or to be held by GBM. GBM is a 100% owned subsidiary of SED whose Chief Executive Office and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of DSS.
The completion of the transaction is conditioned upon obtaining approval of the shareholders of both SeD and DSS, completion of an audit of the financial statements of Impact BioMedical (which shall be included in a proxy statement to be sent to DSS stockholders), and other conditions.
About Document Security Systems, Inc. (DSS)
For over 15 years, DSS has protected corporations, financial institutions, and governments from sophisticated and costly fraud. DSS' innovative anti-counterfeit, authentication, and brand protection solutions are deployed to prevent attacks which threaten products, digital presence, financial instruments, and identification. AuthentiGuard(R), the company's flagship product, provides authentication capability through a smartphone application so businesses can empower a wide range of employees, supply chain personnel, and consumers to track their brands and verify authenticity. For more information on DSS visit http://www.dsssecure.com.
About Impact BioMedical, Inc.
Impact BioMedical, Inc. ("Impact BioMedical"
is a wholly owned direct subsidiary of Global BioMedical Pte. Ltd., which in turn is a wholly owned direct subsidiary of Singapore eDevelopment Limited, a company listed on the Singapore Exchange. Impact BioMedical strives to leverage its scientific know-how and intellectual property rights to provide solutions that have been plaguing the biomedical field for decades. By tapping into the scientific expertise of GRDG Sciences, LLC. and Australian Exchange-listed Holista CollTech Limited, Impact BioMedical pledges to undertake a concerted effort in the R&D, drug discovery and development for the prevention, inhibition, and treatment of neurological, oncological and immuno related diseases.
Safe Harbor Disclosure
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the Company's ability to complete the financing, its intended use of proceeds and other statements that are not historical facts. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include: the risk that the acquisition of Impact Biomedical may not be approved by the shareholders of either DSS or SeD, or may not close for other reasons; risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of development activities; our ability to attract, integrate and retain key personnel; our need for substantial additional funds; patent and intellectual property matters; competition; as well as other risks described in the section entitled "Risk Factors" in the prospectus and in the section entitled "Risk Factors" and elsewhere in our Annual Report on Form 10-K filed with the SEC on March 31, 2020, and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward- looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Investor Contact:
Bret Shapiro, Core IR
(516) 222-2560
ir@dsssecure.com
https://ml.globenewswire.com/media/9a5ce924-1...go-jpg.jpg
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