UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

001-32146

Commission file number

DSS, INC.

(Exact name of registrant as specified in its charter)

New York

16-1229730

(State or other Jurisdiction of

incorporation- or Organization)

(IRS Employer

Identification No.)

275 Wiregrass Pkwy,

West Henrietta, NY 14586

(Address of principal executive offices)

(585) 325-3610

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

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

As of August 4, 2025 there were 9,092,518 shares of the registrant’s common stock, $0.02 par value, outstanding.

DSS, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1
	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2025 and 2024 (Unaudited)	6
	Notes to Interim Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 4	Controls and Procedures	34

PART II	OTHER INFORMATION	35
Item 1	Legal Proceedings	35
Item 1A	Risk Factors	35
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3	Defaults upon Senior Securities	35
Item 4	Mine Safety Disclosures	35
Item 5	Other Information	35
Item 6	Exhibits	35

PART I – FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	June 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	9,384,000		$	11,431,000
Restricted cash		100,000			-
Accounts receivable, net		2,688,000			3,068,000
Inventory, net		2,543,000			2,442,000
Marketable securities		2,974,000			2,442,000
Assets held for sale		-			45,158,000
Current portion of notes receivable, net		-			240,000
Current portion of notes receivable - related party, net		305,000			337,000
Current portion of notes receivable		305,000			337,000
Prepaid expenses and other current assets		889,000			1,141,000
Total current assets		18,883,000			66,695,000

Property, plant and equipment, net		5,141,000			5,381,000
Investments in real estate, net		35,446,000			-
Other investments		500,000			500,000
Investment, equity method		124,000			129,000
Marketable securities		6,791,000			6,333,000
Notes receivable, net		-			17,000
Notes receivable - related party, net		-			112,000
Notes receivable		-			112,000
Other assets		964,000			162,000
Right-of-use assets		6,135,000			6,465,000
Goodwill		1,769,000			1,769,000
Other intangible assets, net		17,640,000			18,890,000
Total assets	$	93,393,000		$	106,453,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	2,506,000		$	2,793,000
Accrued expenses and deferred revenue		2,616,000			2,651,000
Other current liabilities		4,537,000			4,193,000
Current portion of lease liability		593,000			606,000
Current portion of long-term debt, net		42,964,000			642,000
Current portion of long-term debt on assets held-for-sale, net		-			53,534,000
Current portion of long-term debt - related party, net		616,000			609,000
Current portion of long-term debt		616,000			609,000
Total current liabilities		53,832,000			65,028,000

Long-term debt, net		6,172,000			2,398,000
Long term lease liability		6,011,000			6,311,000
Total liabilities		66,015,000			73,737,000

Commitments and contingencies (Note 12)		-			-

Stockholders’ equity
Preferred stock, $.02 par value; 47,000 shares authorized, zero shares issued and outstanding (zero on December 31, 2024); *Liquidation value $1,000 per share, zero aggregate. zero on December 31, 2024).		-			-
Common stock, $.02 par value; 200,000,000 shares authorized, 9,092,518 shares issued and outstanding on June 30, 2025 (8,092,518 on December 31, 2024)		182,000			161,000
Additional paid-in capital		325,488,000			323,150,000
Accumulated deficit		(310,001,000	)		(303,072,000	)
Total stockholders’ equity of the Company		15,669,000			20,239,000
Non-controlling interest in subsidiaries		11,709,000			12,477,000
Total stockholders’ equity		27,378,000			32,716,000

Total liabilities and stockholders’ equity	$	93,393,000		$	106,453,000

See accompanying notes to the condensed consolidated financial statements.

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)

	2025			2024			2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Revenue:
Printed products	$	4,272,000		$	3,527,000		$	8,255,000		$	6,599,000
Rental income		715,000			438,000			1,429,000			838,000
Net investment income		9,000			41,000			29,000			136,000
Commission revenue		282,000			204,000			503,000			507,000
Biotechnology retail sales		7,000			1,000			21,000			2,000
Total revenue		5,285,000			4,211,000			10,237,000			8,082,000

Costs and expenses:
Cost of revenue		5,499,000			5,673,000			10,685,000			10,663,000
Selling, general and administrative (including stock based compensation)		3,211,000			3,473,000			6,703,000			7,035,000
Total costs and expenses		8,710,000			9,146,000			17,388,000			17,698,000
Operating loss		(3,425,000	)		(4,935,000	)		(7,151,000	)		(9,616,000	)

Other income (expense):
Interest income		25,000			195,000			33,000			302,000
Other income		1,000			12,000			10,000			38,000
Interest expense		(123,000	)		(142,000	)		(156,000	)		(190,000	)
Foreign Currency Translation Adjustment		3,000			(9,000	)		-			(14,000	)
(Loss)/gain on equity method investment		(2,000

SEC Form 10-Q filed by DSS Inc.