DSS enters share exchange agreement, acquisition of Impact Biomedical

Document Security Systems announces its Board of Directors has approved, and Document Security Systems, has entered into a share exchange agreement with DSS BioHealth Security, Inc., a Delaware corporation and wholly owned subsidiary of DSS, Singapore eDevelopment Limited, a Singapore corporation, Global BioMedical Pte Ltd, a Singapore corporation and wholly owned subsididary of SED, and Impact BioMedical Inc., a Nevada corporation and wholly owned subsidiary of GBM, pursuant to which, among other things and subject to the terms and conditions contained therein, the DBHS will consummate the acquisition of all of the outstanding capital stock of Impact BioMedical through a share exchange, with Impact BioMedical becoming a direct wholly owned subsidiary of the DBHS. The aggregate purchase price for the Impact Shares is $50 million, which DBHS will pay by issuing to GBM 14,500,000 newly issued shares of common stock of DSS, par value $0.02, nominally valued at $3,132,000, or $0.216 per share; and 46,868 newly issued shares of a new series of perpetual convertible preferred stock of DSS with a stated value of $46,868,000, or $$1,000 per share, convertible into shares of common stock of DSS, subject to a 19.9% beneficial ownership conversion limitation based on the total issued outstanding shares of common stock of DSS held or to be held by GBM. GBM is a 100% owned subsidiary of SED whose Chief Executive Office and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of DSS. The completion of the transaction is conditioned upon obtaining approval of the shareholders of both SeD and DSS, completion of an audit of the financial statements of Impact BioMedical and other conditions.