AEI Dividend if IMPACT BIO thru DSS What is the Distribution?
A: The Distribution is a method by which we will begin to separate from DSS. DSS currently beneficially owns through its wholly-owned subsidiary, DSS BioHealth Security, Inc., 125,0736,621 shares of our Common Stock, representing 100% of our issued and outstanding capital stock. In connection with the Distribution, DSS, through its wholly-owned subsidiary DSS BioHealth Security, Inc., will distribute to holders of DSS Common Stock an aggregate of ______ Impact Shares. Following the Distribution DSS, through its wholly-owned subsidiary DSS BioHealth Security, Inc., will retain approximately a ____ % ownership interest in the Company. or otherwise possess control over us.
Q: Will the number of shares of DSS Common Stock I own change as a result of a Distribution?
A: No, the number of shares of DSS Common Stock you own will not change as a result of a Distribution.
Q: What are the reasons for the Distribution?
A: The Distribution is a method by which DSS will begin to carry out the intention of management and the board of directors of DSS (“DSS Board”) to take the Company public and to reward DSS stockholders via the issuance of the Impact Shares.
Q: What will I receive in a Distribution?
A: As a holder of DSS Common Stock, you will receive a dividend of four Impact BioMedical Shares for every share of DSS Common Stock you hold on the Record Date. The distribution agent will distribute only whole Impact Shares in the Distribution. Your proportionate interest in DSS will not change as a result of the Distribution. For a more detailed description, see “The Distribution.”
Q: What is being distributed to holders of DSS Common Stock in the Distribution?
A: DSS will cause its wholly-owned subsidiary DSS BioHealth Security, Inc. to distribute ________ Impact BioMedical Shares in the Distribution, which constitutes approximately __ % of our issued and outstanding shares of Common Stock. For more information on the shares being distributed in the Distribution, see “Description of Our Capital Stock—Common Stock.”
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Q: What is the record date for the Distribution?
A: The DSS Board has designated 5:00 p.m., New York City time, on __________ as the record ownership date for the Distribution.
Q: When will the Distribution to holders of DSS Common Stock occur?
A: The Distribution will be effective as of 5:00 p.m., New York City time on , 2022 (the “Distribution Date”). On or shortly after the Distribution Date, the Impact Shares will be credited in book-entry accounts for stockholders entitled to receive those shares in the Distribution. We expect that it may take the distribution agent up to two weeks after each Distribution Date to fully distribute the Impact Shares to DSS stockholders. See “Questions and Answers About the Distribution—How will DSS distribute the Impact Shares?” for more information on how to access your book-entry account or your bank, brokerage or other account holding Impact Shares that you will receive in the Distribution.
Q: What do I have to do to participate in the Distribution?
A: You are not required to take any action, but we urge you to read this Prospectus carefully. Holders of DSS Common Stock on the Record Date will not need to pay any cash or deliver any other consideration, including any shares of DSS Common Stock, in order to receive Impact Shares in the Distribution. No stockholder approval of the Distribution is required. We are not asking you for a vote, and we request that you do not send us a proxy card.
Q: If I sell my shares of DSS Common Stock on or before the Distribution Date, will I still be entitled to receive shares of Common Stock in the Distribution?
A: If you hold shares of DSS Common Stock as of the Record Date and decide to sell them on or before the relevant Distribution Date, you will not be entitled to receive Impact Shares. You should discuss these alternatives with your bank, broker or other nominee.
Q: How will DSS distribute the Impact Shares?
A: Registered stockholders: If you are a registered stockholder (meaning you own your shares of DSS Common Stock directly through DSS’s transfer agent, American Stock Transfer & Trust Company, LLC), V Stock Transfer LLC our transfer agent, which is serving as the distribution agent in connection with the Distribution, will credit the Impact Shares you receive in the Distribution to a new book-entry account on or shortly after the Distribution Date. Our distribution agent will mail you a book-entry account statement that reflects the number of Impact Shares you own. You will be able to access information regarding your book-entry account holding the Impact Shares at V Stock Transfer LLC.
“Street name” or beneficial stockholders: If you own your shares of DSS Common Stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the Impact Shares you receive in the Distribution on or shortly after the Distribution Date. Please contact your bank, broker or other nominee for further information about your account.
We will not issue any physical stock certificates to any stockholders, even if requested. See “The Distribution—When and How You Will Receive Company Shares” for a more detailed explanation.
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