🧾 What This Document Is

This is a PRE 14C Information Statement, not a proxy vote. Think of it as a formal "FYI" notice from DSS, Inc. to its shareholders. The company has already received approval for a major action from its majority shareholder, and now it's legally required to inform all other shareholders about what happened.

👉 Why it matters: No vote is needed from you. The document explains that the deal is already approved and will become effective in about 20 days. It's for transparency, not decision-making.

🏢 What The Company Does

DSS, Inc. is a publicly traded holding company based in New York. In simple terms, it operates through subsidiaries in several sectors, including packaging, real estate, security, and biotechnology. The company's strategy involves building and managing a diverse portfolio of businesses.

🤝 The Deal: A Major Share Issuance

The core action is the approval of Action No. 1: The Issuance Proposal.

• What: DSS will issue up to 16,554,055 new shares of its common stock.
• To Whom: Alset International Limited, a company closely linked to DSS's Executive Chairman, Heng Fai Ambrose Chan.
• Why: This is part of a $2.45 million loan from Alset International. The lender receives a convertible note and warrants. The share issuance is needed to comply with NYSE American listing rules (which require shareholder approval when issuing more than 19.99% of a company's outstanding shares).
• Key Terms: The loan has a 3% interest rate. The lender can convert the debt into shares at $0.74 per share. The warrants allow buying shares at $0.93 per share.

👥 Board, Governance, and The Power Structure

This section details who runs the company and their influence.

• Executive Chairman: Heng Fai Ambrose Chan (81 years old) is the central figure. He beneficially owns 61.2% of DSS's voting power through various entities, including Alset International and Alset, Inc.
• Other Key People: The interim CEO is Jason Grady, and the CFO is Todd D. Macko.
• Board Committees: The board has an Audit Committee, a Compensation Committee, and a Nominating Committee. Several directors are deemed "independent."

📦 Financial Position & Related-Party Web

The filing reveals a complex web of transactions between DSS and companies connected to Chairman Chan.

• Significant Investments: DSS holds large stakes in other companies, including Alset International Limited (Singapore) and True Partners Capital Holding Limited (Hong Kong).
• Intercompany Loans: There are multiple loans between DSS subsidiaries and related parties. For example, a $3 million loan from BMIC International and a $3 million loan from an individual named Lee Wilson Tsz Kin.
• Recent Share Sales: In 2025, DSS sold off its remaining shares in Impact Biomedical, Inc. in several transactions, raising about $2.43 million total.

🔮 What's Next & The Bigger Picture

• Effective Date: The approved stock issuance will become official no sooner than 20 days after the definitive Information Statement is mailed to shareholders (date to be determined).
• Strategic Signal: This move provides DSS with $2.45 million in capital from a friendly, major stakeholder. It strengthens the financial ties between DSS and the Alset group of companies led by its Chairman.
• Watchpoints: The deal significantly increases the Chairman's potential ownership and involves complex related-party transactions. Investors should monitor how this capital is used and the impact of future share dilution.

👍 Strengths: Secures capital from a strategic insider; complies with listing rules. ⚠️ Risks: Significant related-party transactions; potential for shareholder dilution; the company's financial performance and stock price will heavily influence the outcome of the convertible debt.

🧠 The Analogy

Imagine a family-owned business where the patriarch, who already owns the majority, decides the business needs a cash infusion. Instead of going to a bank, he lends the company money from another one of his family's investment vehicles. The loan agreement gives him the option to become an even larger owner later. This filing is the formal notice sent to all the other family members (minority shareholders) explaining the deal that's already been struck at the family council (the board and majority vote).

🧩 Final Takeaway

DSS, Inc. is moving forward with a $2.45 million related-party financing deal that will result in the issuance of over 16.5 million new shares to an entity controlled by its Chairman. The shareholder vote is a formality already completed, and the primary purpose of this document is to inform, not to seek further approval. The key story is the deepening financial entanglement between the company and its controlling shareholder.