Monday, July 01, 2013 9:58:04 PM
On July 1, 2013 (the “Closing Date”), DSSIP, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Document Security Systems, Inc. (the “Company” or “DSS”) merged with and into Lexington Technology Group, Inc., a Delaware corporation (“Lexington”), pursuant to the terms and conditions of the previously announced Agreement and Plan of Merger, dated as of October 1, 2012 (as amended, the “Merger Agreement”), by and among the Company, Lexington, Merger Sub and Hudson Bay Master Fund Ltd. (“Hudson Bay”), as representative of Lexington’s stockholders (the “Merger”). In connection with the Merger, the Company issued on the Closing Date, its securities to Lexington’s stockholders in exchange for the capital stock owned by Lexington’s stockholders, as follows (the “Merger Consideration”): (i) an aggregate of 16,558,387 shares of the Company’s common stock, par value $0.02 per share (the “Common Stock”) (which includes 2,500,000 Additional Shares and 240,559 Exchanged Shares, as such terms are defined in the Merger Agreement); (ii) 7,100,000 shares of the Company’s Common Stock to be held in escrow pursuant to an escrow agreement, dated July 1, 2013, entered into by and among the Company, Hudson Bay and American Stock Transfer & Trust Company, LLC, as escrow agent (the “Escrow Agreement”); (iii) warrants to purchase up to an aggregate of 4,859,894 shares of the Company’s Common Stock, at an exercise price of $4.80 per share and expiring on July 1, 2018; and (iv) warrants to purchase up to an aggregate of 3,432,170 shares of the Company’s Common Stock, at an exercise price of $0.02 per share and expiring on July 1, 2023 (the “$.02 Warrants”), to Lexington’s preferred stockholders that would beneficially own more than 9.99% of the shares of the Company’s Common Stock as a result of the Merger (the “Beneficial Ownership Condition”). In addition, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company’s Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of Lexington’s common stock. In addition, the Company issued an aggregate of 786,678 shares of Common Stock to Palladium Capital Advisors, LLC as compensation for their services in connection with the transactions contemplated by the Merger Agreement. Of such shares, 400,000 shall be held in escrow pursuant to the same terms and conditions as those set forth in the Escrow Agreement.
Recent DSS News
- Form 8-K - Current report • Edgar (US Regulatory) • 02/09/2024 09:15:31 PM
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- Form 8-K - Current report • Edgar (US Regulatory) • 01/22/2024 09:54:48 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 01/08/2024 09:05:40 PM
- DSS, Inc. Chairman Chan Acquires 672,173 shares of DSS In Open Market • GlobeNewswire Inc. • 01/04/2024 01:15:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/02/2024 09:15:33 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/02/2024 02:10:36 PM
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- Form 8-K - Current report • Edgar (US Regulatory) • 12/18/2023 09:30:23 PM
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- DSS Inc. Wins Patent Dispute with Nichia Corporation • GlobeNewswire Inc. • 11/14/2023 01:00:00 PM
- DSS, Inc. Subsidiary Files Current Report on Form 8-K Disclosing Reverse Split of Outstanding and Issued Common Stock and Conversion of Certain Holder’s Common Stock • GlobeNewswire Inc. • 11/08/2023 01:31:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 10/27/2023 08:05:20 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 10/26/2023 09:25:10 PM
- DSS Inc. Receives Notice of Non-Compliance with NYSE American Trading Share Price Listing Rule • GlobeNewswire Inc. • 10/26/2023 09:25:00 PM
- DSS, Inc. Announces Filing of Registration Statement on Form S-1 for Initial Public Offering of Impact Biomedical • GlobeNewswire Inc. • 10/23/2023 12:25:00 PM
- DSS Inc. Issues Letter to Shareholders • GlobeNewswire Inc. • 10/12/2023 12:25:00 PM
- Form 3 - Initial statement of beneficial ownership of securities • Edgar (US Regulatory) • 10/03/2023 08:31:21 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 10/03/2023 08:30:13 PM
- Form DEF 14A - Other definitive proxy statements • Edgar (US Regulatory) • 09/12/2023 08:30:20 PM
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- DSS Inc. Appoints Daniel Lew as Chief Investment Officer and Portfolio Manager for DSS Wealth, Inc. • GlobeNewswire Inc. • 07/05/2023 12:15:00 PM
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