UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 27, 2024, True Partner International Limited (“True Partner” or the “Subscriber”), a wholly owned subsidiary of DSS Financial Management, Inc. entered into a share subscription agreement (the “Share Subscription Agreement”), in which the Subscriber invested HK$ 7,800,000 (approximately $1,000,000) in True Partner Capital Holding Limited (the “Issuer”) in exchange for 19,500,000 shares (the “Shares”) of the Issuer (the “Transaction”).
Each share was sold at a subscription price equal to HK$ 0.40 per ordinary share, upon the terms and conditions described in the Share Subscription Agreement, as annexed to this current report on Form 8-K as exhibit 10.1 hereto.
The Share Subscription Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The Transaction is expected to close on or around January 30, 2025.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Share Subscription Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| DSS, INC. | ||
| Date: December 30, 2024 | By: | /s/ Jason Grady |
| Name: | Jason Grady | |
| Title: | Interim Chief Executive Officer | |