DSS, INC.

Regulatory Filings • Dec 4, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

DSS, INC.

(Exact name of registrant as specified in its charter)

| New
York | 001-32146 | 16-1229730 |
| --- | --- | --- |
| (State
or other jurisdiction of
incorporation) | (Commission File
Number) | (IRS
Employer Identification
No.) |

| 275
Wiregrass Pkwy , West
Henrietta , NY | 14586 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (585) 325-3610

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Ticker
symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, $0.02 par value per share | DSS | The NYSE American LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

On December 3, 2025, DSS, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Meeting”). A total of 9,092,518 shares of common stock of the Company, representing 83.80% of the aggregate shares outstanding and eligible to vote on October 6, 2025, the record date for the Meeting, and constituting a quorum, were represented in person or by valid proxies at the Meeting.

The stockholders approved the election of Ambrose Chan Heng Fai; José Escudero; Wai Leung William Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong and Lim Sheng Hon Danny to serve as directors of the Company until the next annual meeting of the shareholders.

The stockholders ratified the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The stockholders also approved, on an advisory basis, the compensation of the named executive officers.

The final voting results on these matters were as follows:

1. Approval of the election of Ambrose Chan Heng Fai; José Escudero; Wai Leung William Wu; Tung Moe Chan; Hiu Pan Joanne Wong; Shui Yeung Frankie Wong and Lim Sheng Hon Danny to serve as directors of the Company until the next annual meeting of the shareholders:

	FOR	AGAINST	WITHHELD	BROKER NON-VOTES
Ambrose
Chan Heng Fai	6,120,313	127,481	5,761	1,366,582
José
Escudero	6,114,054	132,862	6,639	1,366,582
Lim
Sheng Hon Danny	6,097,779	149,409	6,367	1,366,582
Wai
Leung William Wu	6,098,300	149,113	6,142	1,366,582
Tung
Moe Chan	6,118,675	129,099	5,781	1,366,582
Hiu
Pan Joanne Wong	6,220,802	26,672	6,181	1,366,582
Shui
Yeung Frankie Wong	6,090,329	156,974	6,252	1,366,582

2. Ratification of the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

FOR	AGAINST	ABSTAIN
7,401,486	178,858	39,793

3. Approval on an advisory basis of, the compensation of the named executive officers:

| FOR | AGAINST | ABSTAIN | BROKER
NON-VOTES |
| --- | --- | --- | --- |
| 6,214,296 | 31,186 | 8,073 | 1,366,582 |

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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. — By: | /s/
Jason Grady |
| --- | --- |
| Name: | Jason
Grady |
| Title: | Interim
Chief Executive Officer |

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