Document Security Systems, Inc. Enters into Letter of Intent To Acquire Impact Biomedical, Inc.
ROCHESTER, N.Y., March 12, 2020 (GLOBE NEWSWIRE) -- Document Security Systems, Inc. (DSS) (NYSE American: DSS), a leader in anti-counterfeit, authentication and diversion protection technologies,
today announced that it has entered into a binding term sheet to (“Term Sheet”) acquire Impact Biomedical, Inc. (IMPACT), a company engaged in the development and marketing of biohealth security
technologies, in a proposed share exchange transaction with a purchase price capped at $50 million, subject to completion of due diligence and an independent valuation. According to the terms
of the Term Sheet between the parties, DSS will issue up to 14.5 M shares of common stock and a perpetual convertible preferred stock to which DSS will have certain customary rights and
requirements, including appointing members of the Board of Directors of IMPACT. The preferred stock will be convertible at $0.216 per share and have a 19.9% blocker.
The Term Sheet and closing conditions are subject to both DSS and GBM having obtained approvals from their respective shareholders and relevant stock exchanges, whereby an independent audit of IMPACT shall be included in the pending proxy for shareholder vote. The Term Sheet further lay out the intention to give a dividend of IMPACT shares to the shareholders (excluding the controlling shareholders of DSS and the chairman’s group of companies). The proposed bonus being, for every one DSS share held, the shareholder will be entitled to a bonus of two IMPACT shares. Following that, IMPACT is to pursue an initial public offering.
Frank D. Heuszel, CEO of DSS stated, “We are pleased to proceed with this exciting expansion of our security product coverage into biohealth security technologies with IMPACT’s impressive technology mix. This acquisition comports with DSS Chairman Heng Fai Ambrose Chan’s vision of enhancing the value of DSS with complementary and poignant product offerings, especially in these challenging days of the need for products that assist in the mitigation of Coronavirus, such as Impact Biomedical’s Equivir product which has been shown in studies to be effective as an antiviral against a broad range of viruses including in vitro efficacy against multiple strains of Influenza (H1N1, H3N2, H5N1, H7N9, Influenza B, Parainfluenza 3), Human Rhinovirus-14, Human Coronavirus-A, and Ebola. Equivir’s abilities to inhibit viruses via multiple targets have prompted further studies to test Equivir as a potential treatment of COVID-19, the disease caused by the pandemic novel coronavirus SARS-CoV2.We are heading into a new era of security where we are constantly adapting to the dynamic and ever changing landscape.
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