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Subsequent Events | 6 Months Ended
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Jun. 30, 2020
Subsequent Events [Abstract] |
Subsequent Events | 13. SUBSEQUENT EVENTS On July 7, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), 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 1,028,800 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement, the shares were sold to the Underwriter at a public offering price of $6.25 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 154,320 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering. The net offering proceeds to the Company from the Offering were approximately $6.7 million. The offering was closed on July 10, 2020. On July 21, 2020, the Company purchased an aggregate of 11,000,000 shares of Class A common Stock of Sharing Services Global Corp. (SHRG) in two private purchases from third parties at a purchase price of for $0.08 per share or $880,000. The Chief Executive Officer of SHRG serves as a director on the Company’s board of directors and the Chairman of the board of directors of the Company is also on the board of directors of SHRG. On July 23, 2020, Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors, assigned a Stock Purchase and Share Subscription Agreement by and between Mr. Chan and SHRG, pursuant to which the Company purchased 30,000,000 shares of Class A Common Stock and 10,000,000 warrants to purchase Class A Common Stock for $3 million. The warrants have an average exercise price of $0.20, immediately vested and may be exercised at any time commencing on the date of issuance and ending three year from such date. These shares and warrants are also subject to a one year trading restriction pursuant to the terms of a Lock-Up Agreement entered into between Mr. Chan and the Company and assigned to the Company. The Company previously acquired in a series of purchases of SHRG’s Class A Common Stock between March 31, 2020 and July 21, 2020 an aggregate of 13,917,593 shares via open-market transactions at an average purchase price of $0.05 per share and 7,500,000 shares in private purchases at an average purchase price of $0.08 per share. As of July 30, 2020, the Company beneficially owned an aggregate of 62,417,593 shares of Class A Common Stock of SHRG, representing approximately 37.6% of Class A Common Stock issued and outstanding, based on 166,072,386 shares of Class A Common Stock issued and outstanding as of July 30, 2020, as reported on SHRG’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange on August 12, 2020. If we were to exercise the 10,000,000 warrants owned, we would own approximately 41.1% of SHRG. On July 31, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), 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 453,333 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement, the shares were sold to the Underwriter at a public offering price of $7.50 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 38,533 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering. The net offering proceeds to the Company from the Offering were approximately $3.3 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The offering was closed on July 31, 2020. On July 31, 2020, Premier Packaging 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 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 shall bear 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. On August 10, 2020, the Document Security Systems, Inc., (the “Company” or “DSS”) held a special meeting of stockholders (the “Special Meeting”) in Magnolia, Texas. A total of 1,581,855 shares of common stock representing 74.94% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented in person or by valid proxies at the Special Meeting. Stockholders approved the issuance of shares of DSS common stock and Series A Preferred Stock in connection with the acquisition of Impact BioMedical Inc., pursuant to the Share Exchange Agreement (“Share Exchange”). Stockholder approval was a condition to be completed in order for the Company to move forward with the Share Exchange. Stockholders authorized an adjournment of the Special Meeting, if necessary, if a quorum was present, to solicit additional proxies if there were not sufficient votes in favor of Proposal 1. An adjournment was not necessary as there were sufficient votes in favor of Proposal 1. Stockholders ratified the approval by our Board of Directors of an amendment to the Company’s bylaws to allow for participation in stockholder meetings by means of virtual meeting technology. With shareholder approval, this transaction is expect to close during Q3 2020.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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