Item 1.01. Entry into a Material Definitive Agreement
On June 12, 2014, Document Security Systems, Inc. (the "Company") entered into a
securities purchase agreement with an institutional investor for the sale of
209,700 shares of common stock at a purchase price of $1.44 per share, for a
total purchase price of approximately $302,000. Additionally, from the date of
the closing until 90 days after the closing date, the investor has a
non-transferable overallotment right to purchase up to 209,700 additional shares
of common stock at a price per share of $1.60, for an additional subscription
amount of up to an aggregate of approximately $335,500.
The offering is being made pursuant to a prospectus supplement dated June 12,
2014 filed with the Securities and Exchange Commission and an accompanying
prospectus dated November 1, 2013, pursuant to the Company's shelf registration
statement on Form S-3 that was filed with the Securities and Exchange Commission
on October 11, 2013 and became effective on November 1, 2013 (File
No. 333-191704). The offering is expected to close on June 16, 2014, subject to
the satisfaction of customary closing conditions contained in the securities
purchase agreement. The securities purchase agreement contains customary
representations, warranties, and covenants by us. The securities purchase
agreement also contains customary indemnification obligations, including for
liabilities under the Securities Act of 1933, as amended, and other obligations
of the parties.
A copy of the form of securities purchase agreement is attached as Exhibit 10.1
and is incorporated herein by reference. The foregoing description of the
securities purchase agreement is not complete and is qualified in its entirety
by reference to Exhibit 10.1. A copy of the opinion of Wyrick Robbins Yates &
Ponton LLP relating to the validity of the issuance and sale of the shares in
the offering is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
5.1 Opinion of Wyrick Robbins Yates & Ponton LLP.
10.1 Form of Securities Purchase Agreement dated as of June 12, 2014.