2 unchanged sentences
Consolidated Balance Sheets
−Removed: March 31, 2026
+Added: June 30, 2026
December 31, 2025
−Removed: and cash equivalents
−Removed: receivable, net
−Removed: in trading securities
−Removed: portion of notes receivable, net
−Removed: portion of notes receivable - related party
−Removed: portion of notes receivable
−Removed: expenses and other current assets
Current assets:
−Removed: Property, plant and equipment,
−Removed: Investment in real estate,
+Added: Cash and cash equivalents
+Added: Restricted cash
+Added: Accounts receivable, net
+Added: Investments in trading securities
+Added: Current portion of notes receivable, net
+Added: Current portion of notes receivable - related party
+Added: Current portion of notes receivable
+Added: Prepaid expenses and other current assets
+Added: Total current assets
+Added: Property, plant and equipment, net
+Added: Investment in real estate, net
Investment, cost method
1 unchanged sentence
Investment in equity securities
−Removed: bond investment – related party
Right-of-use assets
−Removed: intangible assets, net
−Removed: AND STOCKHOLDERS’ EQUITY
−Removed: current liabilities
−Removed: interest on long-term debt
−Removed: portion of lease liability
−Removed: portion of long-term debt, net
−Removed: note payable - related party
−Removed: portion of long-term debt - related party, net
−Removed: portion of long-term debt
+Added: Other intangible assets, net
+Added: LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
+Added: Accounts payable
+Added: Accrued expenses and deferred revenue
+Added: Other current liabilities
+Added: Accrued interest on long-term debt
+Added: Current portion of lease liability
+Added: Current portion of long-term debt, net
+Added: Convertible note payable - related party, net
+Added: Current portion of long-term debt - related party, net
+Added: Current portion of long-term debt
+Added: Total current liabilities
Long-term debt, net
−Removed: term lease liability
−Removed: and contingencies (Note 13)
−Removed: Stockholders’
−Removed: equity (deficit)
−Removed: stock, $ 0.02 par value;
−Removed: 47,000 shares authorized, zero shares issued and outstanding
−Removed: Common stock, $ 0.02 par
−Removed: 200,000,000 shares authorized, 10,042,518 shares issued and outstanding ( 9,092,518 on December 31, 2025)
+Added: Long term lease liability
+Added: Total liabilities
+Added: Commitments and contingencies (Note 13)
+Added: Stockholders’ equity (deficit)
+Added: Preferred stock, $ .02
+Added: shares authorized, zero
+Added: shares issued and outstanding on June 30, 2026 ( zero
+Added: on December 31, 2025)
+Added: Common stock, $ .02
+Added: shares authorized, 10,042,518
+Added: shares issued and outstanding on June 30, 2026 ( 9,092,518
+Added: on December 31, 2025)
Additional paid-in capital
+Added: Accumulated deficit
( 337,390,000 )
( 327,001,000 )
−Removed: stockholders’ equity of the Company
−Removed: Non-controlling
−Removed: interest in subsidiaries
−Removed: stockholders’ equity
−Removed: liabilities and stockholders’ equity
+Added: Total stockholders’ equity of the Company
+Added: Non-controlling interest in subsidiaries
+Added: Total stockholders’ equity
+Added: Total liabilities and stockholders’ equity
accompanying notes to the condensed consolidated financial statements.
1 unchanged sentence
Consolidated Statements of Operations
−Removed: the Three Months Ended March 31,
+Added: For the Three Months Ended
+Added: For the Six Months Ended
+Added: Printed products
Commercial lending
Biotechnology
−Removed: general and administrative (including stock-based compensation)
+Added: Total revenue
Costs and expenses:
+Added: Cost of revenue
+Added: Selling, general and administrative (including stock-based compensation)
+Added: Total costs and expenses
+Added: Operating loss
( 3,786,000 )
( 3,425,000 )
−Removed: income on note receivable, related party
−Removed: equity method investment
−Removed: Change in fair value of convertible bond investment – related party
−Removed: on sale on sale of real estate
−Removed: operations before income taxes
( 9,274,000 )
( 7,151,000 )
+Added: Other income (expense):
+Added: Interest income
+Added: Interest income on note receivable, related party
+Added: Dividend income
+Added: Other income (expense)
+Added: Interest expense
+Added: Loss on equity method investment
+Added: (Loss) gain on investments
( 1,531,000 )
+Added: Impairment of intangible assets
+Added: Loss on sale of real estate
+Added: Loss from continuing operations before income taxes
( 5,035,000 )
+Added: ( 2,607,000 )
+Added: ( 11,262,000 )
+Added: ( 7,969,000 )
+Added: Income tax benefit
+Added: $ ( 5,035,000 )
+Added: $ ( 2,607,000 )
+Added: $ ( 11,262,000 )
+Added: $ ( 7,902,000 )
Loss from operations attributed to noncontrolling interest
−Removed: loss attributable to DSS common stockholders
+Added: Net loss attributable to DSS common stockholders
$ ( 4,789,000 )
$ ( 2,152,000 )
−Removed: common share attributable to common stockholders
−Removed: used in computing loss per common share:
+Added: $ ( 10,389,000 )
+Added: $ ( 6,929,000 )
+Added: Loss per common share attributable to common stock holders
+Added: Shares used in computing loss per common share:
accompanying notes to the condensed consolidated financial statements.
1 unchanged sentence
Consolidated Statements of Changes in Stockholders’ Equity
−Removed: controlling Interest in
−Removed: December 31, 2024
+Added: Preferred Stock
+Added: Additional Paid-
+Added: Non- controlling
+Added: Balance, December 31, 2024
$ 323,150,000
$ ( 303,072,000 )
−Removed: payments for professional services
−Removed: based payments
−Removed: based payments - Impact BioMedical, Inc.
−Removed: of common stock, net of expenses - Impact BioMedical, Inc.
−Removed: of common stock award
+Added: Stock-based payments for professional services
+Added: Stock-based payments
+Added: Issuance of common stock, net of expenses - Impact BioMedical, Inc.
+Added: Issuance of common stock for bonus
( 6,929,000 )
1 unchanged sentence
( 7,902,000 )
−Removed: March 31, 2025
+Added: Balance, June 30, 2025
$ 325,488,000
$ ( 310,001,000 )
−Removed: December 31, 2025
+Added: Balance, December 31, 2025
( 327,001,000 )
( 327,001,000 )
−Removed: of common stock, net of expenses
−Removed: Issuance of warrants in
−Removed: connection with convertible promissory note – related party
−Removed: value adjustment related to convertible bond received from related party
−Removed: based payments - Impact BioMedical, Inc.
+Added: Issuance of common stock, net of expenses
+Added: Fair value adjustment related to convertible bond received from related party
+Added: Issuance of warrants in connection with convertible promissory note
+Added: Stock-based payments - Impact BioMedical, Inc.
( 10,389,000 )
1 unchanged sentence
( 11,262,000 )
−Removed: March 31, 2026
+Added: Balance, June 30, 2026
$ 336,808,000
2 unchanged sentences
$ 336,808,000
+Added: $ ( 337,390,000 )
+Added: $ ( 382,000 )
accompanying notes to the condensed consolidated financial statements.
1 unchanged sentence
Consolidated Statements of Cash Flows
−Removed: the Three Months Ended March 31,
+Added: the Six Months Ended June 30,
Cash flows from operating activities:
3 unchanged sentences
Depreciation and amortization
−Removed: Gain on allowance for obsolescence of inventory
+Added: Issuance of common stock for bonus
Stock-based payments for professional services rendered
3 unchanged sentences
Change in ROU assets
−Removed: Change in inventory obsolescence
+Added: (Loss) gain on allowance for obsolescence of inventory
Provision for loan loss recoveries
−Removed: Change in fair value of convertible bond investment - related party
+Added: Impairment of intangible asset
+Added: Amortization of debt discount
Loss on sale of real estate
3 unchanged sentences
Prepaid expenses and other current assets
−Removed: Investment in trading securities
+Added: Investments in trading securities
Increase (decrease) in liabilities:
5 unchanged sentences
Net cash (used) provided by operating activities
+Added: ( 1,985,000 )
Cash flows from investing activities:
21 unchanged sentences
( 2,246,000 )
−Removed: Cash and cash equivalents and restricted
−Removed: cash at beginning of period
+Added: ( 1,947,000 )
+Added: Cash, cash equivalents and restricted cash at beginning of
Cash and cash equivalents at end of period
51 unchanged sentences
The closing date
−Removed: of the transaction is uncertain as of May 15, 2026, due to the pending approval from regulatory authorities.
−Removed: Both parties agreed to
−Removed: extend the closing date to July 1, 2026.
+Added: of the transaction is uncertain as of August 14, 2026, due to the pending approval from regulatory authorities.
+Added: Both parties agreed to extend
+Added: the closing which is expected to take place during the fourth quarter of 2026.
Management will continue evaluating the status of this deal.
Basis of Presentation and Significant Accounting Policies
−Removed: of Presentation - The accompanying condensed unaudited consolidated financial statements contain all adjustments (consisting of normal
−Removed: recurring adjustments, unless otherwise indicated) necessary to present fairly our consolidated financial position as of March 31, 2026
−Removed: and December 31, 2025, and the results of our consolidated operations for the interim periods presented in conformity with accounting
+Added: of Presentation - The accompanying condensed unaudited consolidated financial statements contain all adjustments (consisting
+Added: of normal recurring adjustments, unless otherwise indicated) necessary to present fairly our consolidated financial position as of June 30, 2026 and December 31, 2025, and the results of our consolidated operations for the interim periods presented in conformity with accounting
principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the
9 unchanged sentences
intercompany balances and transactions have been eliminated in consolidation.
−Removed: of Estimates - The
−Removed: preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
−Removed: the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying
+Added: of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted
+Added: in the United States requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial
+Added: statements and the accompanying notes.
Actual results could differ materially from these estimates.
−Removed: On an ongoing basis, the Company evaluates its estimates, including
−Removed: those related to the accounts receivable, convertible notes receivable, inventory, fair values of investments, intangible assets and
−Removed: goodwill, useful lives of intangible assets and property and equipment, fair values of options and warrants to purchase the Company’s
−Removed: common stock, preferred stock, deferred revenue and income taxes, among others.
−Removed: The Company bases its estimates on historical experience
−Removed: and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the
−Removed: carrying values of assets and liabilities.
−Removed: of prior period financial statements - The Company identified and corrected an immaterial classification error in our previously
−Removed: reported Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Changes in Shareholders’ Equity as of March
−Removed: The correction of this error between Additional paid-in capital and Non-controlling interest in subsidiary for the Issuance
−Removed: of common stock, net of expenses - Impact BioMedical, Inc.
−Removed: resulted in a $ 205,000
−Removed: reduction to Additional paid-in capital from the previously reported
−Removed: number of $ 1,499,000
−Removed: and an increase of $ 205,000
−Removed: to Non-controlling interest in subsidiary previously reported at $ 0 .
−Removed: Additionally, the Company reduced 36,433 shares
−Removed: from Stock based payments for professional services rendered and increased Issuance of common stock award by 36,433
−Removed: resulting in final amounts of 0
−Removed: and 1,000,000
−Removed: respectively.
−Removed: The Company also identified certain immaterial errors in the classification of amounts reported
−Removed: in the consolidated statement of cash flows for the three months ended March 31, 2025.
−Removed: Specifically, $ 1,806,000
−Removed: of cash inflows related to sales of marketable securities, which were previously presented within investing
−Removed: activities, should have been presented within operating activities.
−Removed: As a result of the revision, net cash used in operating activities
−Removed: for the three months ended March 31, 2025 decreased from $ 1,638,000
−Removed: to a cash provided by operating activities of $ 168,000 .
−Removed: The Company assessed the materiality of this change in presentation on prior period financial statements in accordance with SEC Staff
−Removed: Accounting Bulletin No.
−Removed: 99, “Materiality,” (ASC Topic 250, Accounting Changes and Error Corrections).
−Removed: Based on this assessment,
−Removed: the Company concluded that this classification error correction in its Balance Sheet is not material to any previously presented financial
−Removed: statements based upon overall considerations of both quantitative and qualitative factors.
−Removed: The correction had no effect on any previously
−Removed: reported amounts in our consolidated financial statements as of and for three months ended March 31, 2025 other than those previously
+Added: On an ongoing basis, the Company
+Added: evaluates its estimates, including those related to the accounts receivable, convertible notes receivable, inventory, fair values of
+Added: investments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options and
+Added: warrants to purchase the Company’s common stock, preferred stock, deferred revenue and income taxes, among others.
+Added: bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which
+Added: form the basis for making judgments about the carrying values of assets and liabilities.
+Added: Reclassifications
+Added: - Costs in the amount of $ 10,000 associated with third-party logistics services for the three and six months ended June 30, 2025
+Added: were reclassed from Cost of revenue to Other operating expenses on the accompanying Condensed Consolidated statements of operations to
+Added: conform with current period presentation.
Equivalents – All highly liquid investments with maturities of three months or less at the date of purchase are classified
2 unchanged sentences
adjusted costs approximate fair value.
−Removed: cash - Restricted cash consists of deposits and other cash balances that are restricted as to withdrawal or use under the terms
−Removed: of certain contractual arrangements.
−Removed: These amounts are generally maintained as collateral for letters of credit, lease-related security
−Removed: deposits, or other business requirements.
−Removed: The Company classifies restricted cash as a current assets on noncurrent asset on the Consolidated
−Removed: balance sheets based on when the applicable restrictions are expected to lapse.
−Removed: For purposes of the consolidated statements of cash flows,
−Removed: cash, cash equivalents, and restricted cash are presented in total
Receivable - The Company extends credit to its customers in the normal course of business.
12 unchanged sentences
abilities to pay.
−Removed: March 31, 2026, December 31, 2025, the Company established a reserve for credit losses of approximately $ 974,000 , and $ 1,014,000 , respectively.
−Removed: Accounts receivable, net at March 31, 2026, and December 31, 2025, was $ 2,042,000 , and $ 2,254,000 , respectively.
−Removed: The Company does not
−Removed: accrue interest on past due accounts receivable.
+Added: receivable, net at June 30, 2026, and December 31, 2025, was $ 1,286,000 , and $ 2,254,000 , respectively.
+Added: At June 30, 2026, December 31,
+Added: 2025, the Company established a reserve for credit losses of approximately $ 974,000 ,
+Added: and $ 1,014,000 ,
+Added: respectively.
+Added: The Company does not accrue interest on past due accounts receivable.
Concentration
−Removed: of Credit Risk - The Company maintains its cash
−Removed: in bank deposit accounts, which at times may exceed federally insured limits.
−Removed: The Company believes it is not exposed to any significant
−Removed: credit risk because of any non-performance by the financial institutions.
−Removed: As of March 31, 2026, one customer accounted for approximately
−Removed: of our consolidated revenue and two customers accounted for approximately 25 %,
−Removed: of our trade accounts receivable balance.
−Removed: As of March 31, 2025, one customer accounted for approximately 30 %
−Removed: of our consolidated revenue and two customers accounted for approximately 35 %
−Removed: of our trade accounts receivable balance.
−Removed: As of March 31, 2026 and 2025 one vendor accounted for approximately 13 % and 11 %, respectively, of our cost of revenue.
+Added: of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits.
+Added: The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial institutions.
+Added: of June 30, 2026, one customer accounted for approximately 26 % of our consolidated revenue and three customers accounted for approximately
+Added: 16 %, 14 %, and 13 % of our trade accounts receivable balance.
+Added: As of June 30, 2025, one customer accounted for approximately 25 % of our
+Added: consolidated revenue and three customers accounted for approximately 18 %, 15 %, and 11 % of our trade accounts receivable balance.
of December 31, 2025, one customers accounted for approximately 29 % of our consolidated revenue.
22 unchanged sentences
contractual life of the loans.
−Removed: At March 31, 2026, and December 31, 2025, the Company established a reserve for credit losses of approximately
+Added: At June 30, 2026 and December 31, 2025, the Company established a reserve for credit losses of approximately
$ 7,478,000 .
4 unchanged sentences
same or similar securities, with unrealized gains and losses included in earnings.
−Removed: For equity method investments, the Company regularly
−Removed: reviews its investments to determine whether there is a decline in fair value below book value.
+Added: For equity method investments, the investments are initially recorded at cost and subsequently adjusted for the Company’s proportionate share of
+Added: the investee’s earnings or losses and other comprehensive income and reduced by any distributions received.
+Added: Where an investee’s financial
+Added: information is not available in time for the Company’s reporting deadline, the Company records its share of the investee’s results on
+Added: a lag using the most recent financial information available, and records adjustment as needed when more current investee financial information
+Added: becomes available.
+Added: The Company also regularly reviews its equity method investments to determine whether there is a decline in fair value
+Added: below book value.
If there is a decline that is other-than-temporary,
10 unchanged sentences
These tiers include:
−Removed: Level 1, defined as observable inputs such as quoted prices
−Removed: for identical instruments in active markets.
−Removed: Level 2, defined as inputs other than quoted prices in active
−Removed: markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
−Removed: for identical or similar instruments in markets that are not active;
−Removed: Level 3, defined as unobservable inputs in which little or
−Removed: no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
−Removed: in which one or more significant inputs or significant value drivers are unobservable.
−Removed: carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable
−Removed: and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.
−Removed: securities classify as a Level 1 fair value financial instrument.
−Removed: The fair value of notes receivable approximates their carrying value
−Removed: as the stated or discounted rates of the notes do not reflect recent market conditions.
−Removed: The fair value of revolving credit lines notes
−Removed: payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions.
−Removed: The fair value of investments where the fair value is not considered readily determinable, are carried at cost.
−Removed: The fair value of the convertible bond investment is classified as a Level 3 asset within the fair value hierarchy
−Removed: because there is no quoted price in an active market for the identical bond and the valuation requires significant unobservable inputs,
−Removed: including issuer credit risk, expected term, volatility, liquidity, conversion probability, and the value of the embedded conversion feature.
+Added: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.
+Added: Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
+Added: prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
+Added: Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
+Added: such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
+Added: The carrying amounts reported
+Added: in the consolidated balance sheet for cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses
+Added: approximate their fair values due primarily to the short-term nature of these instruments.
+Added: The carrying amounts of notes receivable, notes
+Added: payable and long-term debt generally approximate their fair values based on the stated or discounted interest rates, contractual terms
+Added: and expected timing of cash flows.
+Added: Investments are accounted for in accordance with the applicable U.S.
+Added: GAAP guidance based on the nature
+Added: and classification of the investment.
+Added: Investments for which fair value is not readily determined are measured in accordance with the applicable
+Added: measurement alternative, when eligible.
+Added: Financial instruments measured at fair value are classified within the fair value hierarchy based
+Added: on the observability of the inputs used in the valuation.
– Inventories consist primarily of paper, pre-printed security paper, paperboard, fully prepared packaging, air filtration
5 unchanged sentences
An allowance for obsolescence of approximately $ 55,000 and $ 53,000 associated with the inventory at our Premier subsidiary
−Removed: for March 31, 2026 and December 31, 2025, respectively.
+Added: for June 30, 2026, and December 31, 2025, respectively.
Write-downs and write-offs are charged to cost of revenue.
15 unchanged sentences
accompanying Condensed consolidated statement of operations.
−Removed: The Company’s
−Removed: policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment of identifying
−Removed: potential triggering events for impairment.
−Removed: Management may use the market comparison method to value the investments.
−Removed: In addition to
−Removed: the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”),
−Removed: the Company applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain
−Removed: events or circumstances indicate that an impairment loss may have occurred.
−Removed: bond investment - The Company accounts for its convertible bond investment as a financial asset measured at fair value.
−Removed: has elected the fair value option under ASC 825, Financial Instruments , and, accordingly, changes
−Removed: in the fair value of the investment are recognized in earnings in the period of change.
−Removed: Interest income is recognized when earned in
−Removed: accordance with the contractual terms of the bond.
−Removed: Fair value is determined in accordance with ASC 820, Fair
−Removed: Value Measurement , using valuation techniques appropriate for the instrument and available market information.
−Removed: The valuation considers,
−Removed: among other factors, the stated interest rate, maturity date, conversion price, market price of the underlying equity securities, foreign
−Removed: currency exchange rates, issuer credit risk, expected term, volatility, liquidity, and conversion economics.
−Removed: The convertible bond investment is classified as a Level 3 financial asset
−Removed: because there is no quoted price in an active market for the identical bond and the valuation requires significant unobservable inputs,
−Removed: including issuer credit risk, expected term, volatility, liquidity, conversion probability, and conversion economics.
+Added: The Company’s policy is to obtain an independent third-party valuation
+Added: for each major project in the United States as part of our assessment of identifying potential triggering events for impairment.
+Added: may use the market comparison method to value the investments.
+Added: In addition to the annual assessment of potential triggering events in
+Added: accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), the Company applies a fair value-based impairment
+Added: test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment
+Added: loss may have occurred.
+Added: Convertible bond investment
+Added: - The Company accounts for its convertible bond investment as a financial asset measured at fair value.
+Added: The Company has elected the fair
+Added: value option under ASC 825, Financial Instruments, and, accordingly, changes in the fair value of the investment are recognized in earnings
+Added: in the period of change.
+Added: Interest income is recognized when earned in accordance with the contractual terms of the bond.
+Added: Fair value is
+Added: determined in accordance with ASC 820, Fair Value Measurement, using valuation techniques appropriate for the instrument and available
+Added: market information.
+Added: The valuation considers, among other factors, the stated interest rate, maturity date, conversion price, market price
+Added: of the underlying equity securities, foreign currency exchange rates, issuer credit risk, expected term, volatility, liquidity, and conversion
+Added: The convertible bond investment is classified as a Level 3 financial asset because there is no quoted price in an active market
+Added: for the identical bond and the valuation requires significant unobservable inputs, including issuer credit risk, expected term, volatility,
+Added: liquidity, conversion probability, and conversion economics.
Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such
6 unchanged sentences
No circumstances or events have occurred since the most recent analysis that would indicate
−Removed: the need for an impairment is needed for the three months ended March 31, 2026.
+Added: the need for an impairment is needed for the six months ended June 30, 2026.
– Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities
assumed in a business combination.
−Removed: Goodwill is subject to impairment testing at least annually and will be tested for impairment
−Removed: between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.
−Removed: Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or
−Removed: circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its
−Removed: carrying amount.
−Removed: If, after completing the assessment, it is determined that it is more likely than not that the fair value of a
−Removed: reporting unit is less than its carrying value, the Company will proceed to a quantitative test.
−Removed: The Company may also elect to
−Removed: perform a quantitative test instead of a qualitative test for any or all of our reporting units.
−Removed: The test compares the fair value of
−Removed: an entity’s reporting units to the carrying value of those reporting units.
−Removed: This quantitative test requires various judgments
−Removed: and estimates.
−Removed: The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted
−Removed: operating cash flow approach.
−Removed: Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair
−Removed: values of recognized and unrecognized assets and liabilities of the reporting unit.
−Removed: The Company performed its annual goodwill
−Removed: impairment test as of December 31, 2025, and no impairment was deemed necessary for the goodwill associated with Premier Packaging
−Removed: Company of approximately $ 1,769,000 .
−Removed: No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment is needed for
−Removed: the three months ended March 31, 2026.
+Added: Goodwill is subject to impairment testing at least annually and will be tested for impairment between
+Added: annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.
+Added: FASB ASC Topic 350 provides
+Added: an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to
+Added: a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
+Added: If, after completing
+Added: the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value,
+Added: the Company will proceed to a quantitative test.
+Added: The Company may also elect to perform a quantitative test instead of a qualitative test
+Added: for any or all of our reporting units.
+Added: The test compares the fair value of an entity’s reporting units to the carrying value of
+Added: those reporting units.
+Added: This quantitative test requires various judgments and estimates.
+Added: The Company estimates the fair value of the reporting
+Added: unit using a market approach in combination with a discounted operating cash flow approach.
+Added: Impairment of goodwill is measured as the
+Added: excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting
+Added: The Company performed its annual goodwill impairment test as of December 31, 2025, and no impairment was deemed necessary for the
+Added: goodwill associated with Premier Packaging Company of approximately $ 1,769,000 .
+Added: No circumstances or events have occurred since the most
+Added: recent analysis that would indicate the need for an impairment is needed for the six months ended June 30, 2026.
of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and
7 unchanged sentences
No circumstances or events have occurred since the most recent analysis
−Removed: that would indicate the need for an impairment is needed for the three months ended March 31, 2026.
−Removed: Promissory Note - The Company accounts for convertible promissory notes in accordance with
−Removed: ASU 2020-06 and evaluates embedded and freestanding features under ASC 815.
−Removed: Convertible notes are initially recorded at principal amount,
−Removed: net of any original issue discount, debt issuance costs, and discounts arising from the allocation of proceeds to detachable warrants
−Removed: or other freestanding instruments.
−Removed: When a financing transaction includes multiple instruments, the Company allocates proceeds based on
−Removed: the relative fair values of the instruments, or, when required, first records liability-classified instruments at fair value with residual
−Removed: proceeds allocated to the remaining instruments.
−Removed: The Company evaluates conversion options, redemption provisions, down-round
−Removed: or anti-dilution features, most-favored-nation provisions, default rights, warrants, and other terms to determine whether separate accounting
−Removed: Embedded derivatives or liability-classified instruments are measured at fair value, with changes in fair value recognized
−Removed: Debt discounts, original issue discount, and issuance costs are amortized to interest expense using the effective interest
−Removed: method over the contractual term.
−Removed: Convertible notes are classified as current or noncurrent based on contractual maturity and settlement
−Removed: For diluted earnings per share, the Company applies the if-converted method in accordance with ASC 260.
+Added: that would indicate the need for an impairment is needed for the six months ended June 30, 2026.
+Added: Promissory Note - The Company accounts for convertible promissory notes in accordance with ASU 2020-06 and evaluates embedded
+Added: and freestanding features under ASC 815.
+Added: Convertible notes are initially recorded at principal amount, net of any original issue discount,
+Added: debt issuance costs, and discounts arising from the allocation of proceeds to detachable warrants or other freestanding instruments.
+Added: When a financing transaction includes multiple instruments, the Company allocates proceeds based on the relative fair values of the instruments,
+Added: or, when required, first records liability-classified instruments at fair value with residual proceeds allocated to the remaining instruments.
+Added: Company evaluates conversion options, redemption provisions, down-round or anti-dilution features, most-favored-nation provisions, default
+Added: rights, warrants, and other terms to determine whether separate accounting is required.
+Added: Embedded derivatives or liability-classified
+Added: instruments are measured at fair value, with changes in fair value recognized in earnings.
+Added: Debt discounts, original issue discount, and
+Added: issuance costs are amortized to interest expense using the effective interest method over the contractual term.
+Added: Convertible notes are
+Added: classified as current or noncurrent based on contractual maturity and settlement provisions.
+Added: For diluted earnings per share, the Company
+Added: applies the if-converted method in accordance with ASC 260.
Combinations and Acquisitions - Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805
Business Combinations.
−Removed: Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values
−Removed: at the date of acquisition and all acquisition costs are expensed as incurred.
−Removed: The excess of the purchase price over the estimated fair
−Removed: values is recorded as goodwill.
−Removed: If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then
−Removed: a gain on acquisition is recorded.
+Added: Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the
+Added: date of acquisition and all acquisition costs are expensed as incurred.
+Added: The excess of the purchase price over the estimated fair values
+Added: is recorded as goodwill.
+Added: If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain
+Added: on acquisition is recorded.
The application of business combination accounting requires the use of significant estimates and assumptions.
18 unchanged sentences
diluted (loss) earnings per share is the same, as the impact of potential common shares is anti-dilutive.
−Removed: For the three months ended
−Removed: March 31, 2026 and 2025, there were no potential dilutive instruments issued and outstanding.
−Removed: Payments - Compensation cost for stock awards are measured at fair value and the Company recognizes compensation
−Removed: expense over the service period for which awards are expected to vest.
−Removed: For stock options and similar awards, fair value is estimated
−Removed: on the grant date using an appropriate valuation model, such as the Black-Scholes option-pricing model, which requires management to
−Removed: make assumptions regarding expected volatility, expected term, risk-free interest rate, expected dividends, and forfeitures.
−Removed: restricted stock, restricted stock units, and common stock awards, fair value is generally based on the market price of the
−Removed: Company’s common stock on the grant date.
−Removed: For equity instruments issued to consultants and vendors in exchange for goods and services the Company determines
−Removed: the measurement date for the fair value of the equity instruments issued at the earlier of (i) the date at which a commitment for
−Removed: performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is
−Removed: In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the
−Removed: term of the consulting agreement.
+Added: For the six months ended June
+Added: 30, 2026 and 2025, there were no potential dilutive instruments issued and outstanding.
+Added: Payments - Compensation cost for stock awards are measured at fair value and the Company recognizes compensation expense over
+Added: the service period for which awards are expected to vest.
+Added: For stock options and similar awards, fair value is estimated on the grant
+Added: date using an appropriate valuation model, such as the Black-Scholes option-pricing model, which requires management to make assumptions
+Added: regarding expected volatility, expected term, risk-free interest rate, expected dividends, and forfeitures.
+Added: For restricted stock, restricted
+Added: stock units, and common stock awards, fair value is generally based on the market price of the Company’s common stock on the grant
+Added: For equity instruments issued to consultants and vendors in exchange for goods and services the Company determines the measurement
+Added: date for the fair value of the equity instruments issued at the earlier of (i) the date at which a commitment for performance by the
+Added: consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.
+Added: In the case of equity
+Added: instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
Taxes - The Company recognizes estimated income taxes payable or refundable on income tax returns for the current year and for
12 unchanged sentences
$ 4.1 million in cash, the Company has incurred operating losses as well as negative cash flows from operating and investing activities
−Removed: over the past two years.
+Added: over the past two years and as of June 30, 2026 has negative working capital of approximately $ 39.9 million.
These factors raise substantial doubt about the Company’s ability to continue as a going concern within
one year of the date that the financial statements are issued.
−Removed: from its $ 4.8 million in cash as of March 31,
−Removed: 2026, to continue as a going concern, the Company can generate operating cash through the sale of its $ 983,000
+Added: from its $ 4.1 million
+Added: in cash as of June 30, 2026, to continue as a going concern, the Company can generate operating cash through the sale of its $ 2.8 million
of Marketable Securities.
−Removed: To continue as a going concern, historically, the Company has been able to obtain equity and/or debt-based
−Removed: financing to meet its working capital needs.
−Removed: In addition, the Company has taken steps, and will continue to take measures, to
−Removed: materially reduce the expenses and cash burn at all corporate and business line levels.
+Added: To continue as a going concern, historically, the Company has been able to obtain equity and/or
+Added: debt-based financing to meet its working capital needs.
+Added: In addition, the Company has taken steps, and will continue to take
+Added: measures, to materially reduce the expenses and cash burn at all corporate and business line levels.
+Added: Management believes that the combination of cash on hand, potential proceeds from the sale of marketable securities
+Added: and real estate, additional financing, and reductions in operating expenditures will provide the Company with sufficient liquidity to
+Added: fund its operations and meet its obligations as they become due.
+Added: However, there can be no assurance that the Company will be successful
+Added: in completing asset sales, obtaining additional financing on acceptable terms, or achieving the anticipated reductions in operating expenditures .
+Added: Accordingly, management’s plans may not be sufficient to alleviate the substantial doubt about the Company’s ability to continue as a
+Added: going concern.
Party Transactions - Transactions with affiliates and other parties that meet the definition of a related party under ASC 850,
9 unchanged sentences
Each of these pronouncements, as applicable, has been or will be adopted by the Company.
−Removed: November 2023, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”)
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure
−Removed: through enhanced disclosures about significant segment expenses.
−Removed: The amendment is effective for fiscal years beginning after December
−Removed: 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted.
−Removed: The amendments
−Removed: should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: The Company has adopted the enhanced segment
−Removed: disclosures for the year ended December 31, 2024.
−Removed: The Company reports its segment information to reflect the manner in which the Company’s
−Removed: chief operating decision maker (“CODM”) reviews and assesses performance.
−Removed: The Company’s Interim Chief Executive Officer
−Removed: has responsibilities as the CODM and review and assess the performance of the Company as a whole.
−Removed: primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income
−Removed: The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations
−Removed: and as part of the Company’s internal planning and forecasting processes.
−Removed: Information on Net loss and Operating loss is disclosed
−Removed: in the Condensed Consolidated Statements of Operations.
−Removed: Segment expenses and other segment items are provided to the CODM on the same
−Removed: basis as disclosed in the Condensed Consolidated Statements of Operations.
−Removed: CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in
−Removed: the notes to the financial statements
−Removed: December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” which is intended to simplify various
−Removed: aspects related to accounting for income taxes.
−Removed: ASU 2023-09 removes certain exceptions to the general principles in Topic 740 and also
−Removed: clarifies and amends existing guidance to improve consistent application.
−Removed: The amendments in ASU 2023-09 are effective for public business
−Removed: entities for fiscal years beginning after December 15, 2024, including interim periods therein.
−Removed: Early adoption of the standard is permitted,
−Removed: including adoption in interim or annual periods.
−Removed: The adoption of this ASU did not have a material impact on the Condensed Consolidated
−Removed: Financial Statements.
+Added: In November 2023, the Financial
+Added: Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic
+Added: Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure through enhanced disclosures about
+Added: significant segment expenses.
+Added: The amendment is effective for fiscal years beginning after December 15, 2023 and for interim periods within
+Added: fiscal years beginning after December 15, 2024 and early adoption is permitted.
+Added: The amendments should be applied retrospectively to all
+Added: prior periods presented in the financial statements.
+Added: The Company has adopted the enhanced segment disclosures for the year ended December
+Added: The Company reports its segment information to reflect the manner in which the Company’s chief operating decision maker
+Added: (“CODM”) reviews and assesses performance.
+Added: The Company’s Interim Chief Executive Officer has responsibilities as the
+Added: CODM and review and assess the performance of the Company as a whole.
+Added: The primary financial measures
+Added: used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss).
+Added: The CODM uses net income
+Added: (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s
+Added: internal planning and forecasting processes.
+Added: Information on Net loss and Operating loss is disclosed in the Condensed Consolidated Statements
+Added: of Operations.
+Added: Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Condensed Consolidated
+Added: Statements of Operations.
+Added: The CODM does not evaluate
+Added: performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial
+Added: In December 2023, the FASB
+Added: issued ASU 2023-09, “Improvements to Income Tax Disclosures” which is intended to simplify various aspects related to accounting
+Added: for income taxes.
+Added: ASU 2023-09 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing
+Added: guidance to improve consistent application.
+Added: The amendments in ASU 2023-09 are effective for public business entities for fiscal years
+Added: beginning after December 15, 2024, including interim periods therein.
+Added: Early adoption of the standard is permitted, including adoption
+Added: in interim or annual periods.
+Added: The adoption of this ASU did not have a material impact on the Condensed Consolidated Financial Statements.
November 2024, the FASB issued ASU No.
11 unchanged sentences
ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole.
−Removed: November 2024, the FASB issued ASU 2024-04 (“ASU 2024-04”), Debt—Debt with Conversion and Other Options (Subtopic
−Removed: Induced Conversions of Convertible Debt Instruments , which clarifies the requirements for determining whether certain settlements
−Removed: of convertible debt instruments should be accounted for as induced conversions or as extinguishments.
−Removed: The amendments in ASU 2024-04 are
−Removed: effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting
+Added: November 2024, the FASB issued ASU 2024-04 (“ASU 2024-04”), Debt—Debt with Conversion and Other Options
+Added: (Subtopic 470-20):
+Added: Induced Conversions of Convertible Debt Instruments , which clarifies the requirements for determining whether
+Added: certain settlements of convertible debt instruments should be accounted for as induced conversions or as extinguishments.
+Added: amendments in ASU 2024-04 are effective for annual reporting periods beginning after December 15, 2025, and interim reporting
+Added: periods within those annual reporting periods.
Early adoption is permitted for entities that have adopted ASU 2020-06.
−Removed: The Company is currently evaluating the effect of adopting
−Removed: ASU 2024-04 on its consolidated financial statements and related disclosures.
−Removed: The Company does not currently expect the adoption of this
−Removed: standard to have a material impact on its consolidated financial statements.
−Removed: In December 2025, the Financial Accounting Standards Board issued Accounting
−Removed: Standards Update No.
+Added: adopted the amendments as effective January 1, 2026.
+Added: The adoption of ASU 2024-04 did not have a material impact on the
+Added: Company’s consolidated financial statements.
+Added: December 2025, the Financial Accounting Standards Board issued Accounting Standards Update No.
2025-11, Interim Reporting (Topic 270) .
−Removed: The amendments are intended to improve interim financial reporting
−Removed: disclosures and clarify the application of Topic 270.
−Removed: The Company is currently evaluating the provisions of ASU 2025-11, including the
−Removed: timing of adoption and the potential impact on its interim financial statement presentation and related disclosures.
−Removed: The Company does
−Removed: not currently expect the adoption of ASU 2025-11 to have a material impact on its consolidated financial position, results of operations,
−Removed: or cash flows.
+Added: The amendments are intended to improve interim financial reporting disclosures and clarify the application of Topic 270.
+Added: is currently evaluating the provisions of ASU 2025-11, including the timing of adoption and the potential impact on its interim financial
+Added: statement presentation and related disclosures.
+Added: The Company does not currently expect the adoption of ASU 2025-11 to have a material
+Added: impact on its consolidated financial position, results of operations, or cash flows.
Company recognizes its revenue based on when the title passes to the customer or when the service is completed and accepted by the customer.
5 unchanged sentences
of the related lease.
−Removed: Commission revenues are generated when the Company buys and sells bond and equity securities on behalf of its customers.
−Removed: Each time a customer enters into a buy or sell transaction, the Company recognizes a commission.
−Removed: Commissions and related clearing expenses
−Removed: are recorded on the trade date.
−Removed: The Company recognizes net investment income from its investment banking line of business as interest
−Removed: and management fees related to loans managed for third parties owed to the Company occurs.
−Removed: of March 31, 2026, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater
+Added: The Company recognizes net investment income from its investment banking line of business as interest and management
+Added: fees related to loans managed for third parties owed to the Company occurs.
+Added: The Company generates revenue from its direct marketing line
+Added: of business primarily through internet sales and recognizes revenue as items are shipped.
+Added: of June 30, 2026, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater
than one year.
21 unchanged sentences
There were no sales commissions capitalized
−Removed: as of March 31, 2026 or March 31, 2025.
+Added: as of June 30, 2026 or June 30, 2025.
and Handling Costs
5 unchanged sentences
Schedule of Inventory
+Added: June 30, 2026
+Added: December 31, 2025
Finished Goods
2 unchanged sentences
Inventory gross
−Removed: allowance for obsolescence
+Added: Less allowance for obsolescence
Inventory net
9 unchanged sentences
The outstanding
−Removed: principal and interest as of March 31, 2026 and December 31, 2025, approximated $ 5,544,000 .
−Removed: As of March 31, 2026 and December 31, 2025
+Added: principal and interest as of June 30, 2026 and December 31, 2025, approximated $ 5,544,000 .
+Added: As of June 30, 2026 and December 31, 2025
this note is in default and the Company has a reserve of $ 5,544,000 against the principal and interest outstanding.
2 unchanged sentences
entered into a promissory note (“WUURII Note”).
−Removed: Under the terms of WUURRI Note, APF at its discretion, may lend up to
−Removed: the principal sum of $ 893,000
−Removed: with an interest rate of 8 %,
−Removed: and matured in March
−Removed: 2024 and was extended to April 2025 , with interest payable quarterly.
−Removed: The outstanding principal and interest at March 31,
−Removed: 2026, and December 31, 2025 is $ 465,000
−Removed: and $ 465,000 ,
−Removed: respectively.
−Removed: This loan is currently in default and as of March 31, 2026 the Company has a reserve of $ 465,000
−Removed: against the principal and interest outstanding.
−Removed: May 9, 2022, DSS PureAir and Puradigm entered into a promissory note (“Puradigm Note 1”) in the principal sum of $ 210,000 with interest
−Removed: of 10 %, is due in three quarterly installments beginning on August 9, 2022, with the first two payment consisting of interest only.
−Removed: unpaid principal and interest are due on February 9, 2023 .
+Added: Under the terms of WUURRI Note, APF at its discretion, may lend up to the
+Added: principal sum of $ 893,000 with an interest rate of 8 %, and matured in March 2024 and was extended to April 2025 , with interest payable
+Added: The outstanding principal and interest at June 30, 2026, and December 31, 2025 is $ 465,000 and $ 465,000 , respectively.
+Added: loan is currently in default and as of June30, 2026 the Company has a reserve of $ 465,000 against the principal and interest outstanding.
+Added: May 9, 2022, DSS PureAir and Puradigm entered into a promissory note (“Puradigm Note 1”) in the principal sum of $ 210,000
+Added: with interest of 10 %, is due in three quarterly installments beginning on August 9, 2022, with the first two payment consisting of interest
+Added: All unpaid principal and interest are due on February 9, 2023 .
This loan is currently in default.
−Removed: The outstanding principal and interest
−Removed: at March 31, 2026 and December 31, 2025 approximates $ 224,000 .
−Removed: This note was fully reserved for as of March 31, 2026 and December 31,
+Added: The outstanding principal and
+Added: interest at June 30, 2026 and December 31, 2025 approximates $ 224,000 .
+Added: This note was fully reserved for as of June 30, 2026 and December
4, related party
Capital International LLC.
−Removed: (“BMIC LLC”), a related party, entered into a promissory note (“BMIC Note 1”) in
−Removed: the principal sum of $ 100,000
−Removed: with interest of 8 %,
−Removed: is due in three quarterly installments beginning on September 14, 2022.
−Removed: All unpaid principal and interest was due on August
−Removed: The outstanding principal and interest at March 30,2026 and December 31, 2025 approximated $ 86,000 ,
−Removed: and was fully reserved for as of March 31, 2026 and December 31, 2025.
−Removed: DSS owns 24.9 %
−Removed: of the outstanding common shares of BMIC LLC.
+Added: (“BMIC LLC”), a related party, entered into a promissory note (“BMIC Note 1”) in the
+Added: principal sum of $ 100,000 with interest of 8 %, is due in three quarterly installments beginning on September 14, 2022.
+Added: All unpaid principal
+Added: and interest was due on August 29, 2025 .
+Added: The outstanding principal and interest at June 30, 2026 and December 31, 2025 approximated $ 86,000
+Added: and was fully reserved for as of June 30, 2026 and December 31, 2025.
+Added: DSS owns 24.9 % of the outstanding common shares of BMIC LLC.
5, related party
−Removed: May 8, 2023, DSS Financial Management Inc and BMIC LLC entered into a promissory note (“BMIC Note 2”) in the principal sum of
−Removed: $ 102,000 with interest at the prime rate plus 2 % with a maturity date of May 7, 2026 .
−Removed: The outstanding principal and interest at March
−Removed: 31, 2026, and December 31, 2025 approximated $ 110,000 , and was fully reserved for as of March 31, 2026 and December 31, 2025.
+Added: May 8, 2023, DSS Financial Management Inc and BMIC LLC entered into a promissory note (“BMIC Note 2”) in the principal sum
+Added: of $ 102,000 with interest at the prime rate plus 2 % with a maturity date of May 7, 2026 .
+Added: The outstanding principal and interest at June
+Added: 30, 2026, and December 31, 2025 approximated $ 110,000 , and was fully reserved for as of June 30, 2026 and December 31, 2025.
24.9 % of the outstanding common shares of BMIC LLC.
5 unchanged sentences
principal and interest is due July 26, 2025.
−Removed: The outstanding principal and interest as of March 31, 2026 and December 31, 2025 approximates
−Removed: This note was fully reserved for as of March 31, 2026 and December 31, 2025.
+Added: The outstanding principal and interest as of June 30, 2026 and December 31, 2025 approximates
+Added: This note was fully reserved for as of June 30, 2026 and December 31, 2025.
Heng Fai Ambrose Chan, the Chairman of DSS, Inc
5 unchanged sentences
is secured by certain real property situated in Collier County, Florida.
−Removed: The outstanding principal and interest as of March 31, 2026,
−Removed: approximately $ 199,000 with $ 199,000 classified in Current portion of notes receivable on the accompanying consolidated balance sheet.
−Removed: The outstanding principal and interest as of December 31, 2025 is approximately $ 198,000 and is classified in Current portion of notes
−Removed: receivable on the accompanying consolidated balance sheet.
+Added: The outstanding principal and interest as of June 30, 2026,
+Added: and December 31, 2025 was approximately $ 198,000 and $ 198,000 , respectively.
+Added: As of June 30, 2026, approximately $ 198,000 is classified
+Added: in Current notes receivable.
+Added: As of December 31, 2025, $ 198,000 is classified in Current notes receivable on the accompanying consolidated
+Added: balance sheet.
The maturity date of this note is currently being renegotiated.
2 unchanged sentences
interest due at the maturity date of March 31, 2025 .
−Removed: As of March 31, 2026 and December 31, 2025, the outstanding principal and interest
+Added: As of June 30, 2026 and December 31, 2025, the outstanding principal and interest
approximated $ 135,000 .
−Removed: This balance was fully reserved for as of March 31, 2026 and December 31, 2025.
+Added: This balance was fully reserved for as of June 30, 2026 and December 31, 2025.
August 29, 2024, APF entered into a promissory note (“Note 9”) with WestPark.
Note has a principal balance of $ 459,000 .
−Removed: Note 14, which incurs interest at a rate of 10.0 %
−Removed: with principal and interest due at the maturity date of April
−Removed: As of March 31, 2026, the outstanding
−Removed: principal and interest approximates $ 229,000 ,
−Removed: which is classified as Current notes receivable on the accompanying consolidated balance sheet.
−Removed: As of December 31, 2025, the outstanding
−Removed: principal and interest approximates $ 237,000 ,
−Removed: which is classified as Current notes receivable on the accompanying consolidated balance sheet.
+Added: 9, which incurs interest at a rate of 10.0 % with principal and interest due at the maturity date of April 27, 2026 .
+Added: As of June 30, 2026,
+Added: the outstanding principal and interest approximates $ 231,000 , which is classified as Current notes receivable on the accompanying consolidated
+Added: balance sheet.
+Added: As of December 31, 2025, the outstanding principal and interest approximates $ 237,000 , which is classified as Current
+Added: notes receivable on the accompanying consolidated balance sheet.
+Added: The maturity date of this note is currently being renegotiated.
+Added: April 16, 2026, the Company, entered into a promissory note (“Note 10”) with an individual.
+Added: The Company loaned the principal
+Added: sum of $ 25,000 , with interest at a rate of 6.75 %, and maturity date of April 16, 2027 at which time all outstanding principal and interest
+Added: This loan is secured by certain stock in BMI Financial Group, Inc.
+Added: The outstanding principal and interest as of June 30, 2026,
+Added: and December 31, 2025 was approximately $ 25,000 and $ 0 , respectively.
+Added: As of June 30, 2026, approximately $ 25,000 is classified in Current
+Added: notes receivable.
+Added: June 23, 2026, the Company, entered into a promissory note (“Note 11”) with an individual.
+Added: The Company loaned the principal
+Added: sum of $ 25,000 , with interest at a rate of 6.75 %, and maturity date of June 23, 2027 at which time all outstanding principal and interest
+Added: This loan is secured by certain stock in BMI Financial Group, Inc.
+Added: The outstanding principal and interest as of June 30, 2026,
+Added: and December 31, 2025 was approximately $ 25,000 and $ 0 , respectively.
+Added: As of June 30, 2026, approximately $ 25,000 is classified in Current
+Added: notes receivable.
Convertible Bond Investment – related party
−Removed: March 27, 2026, the Company received a convertible bond investment from True Partners Capital Holding Limited (“True
−Removed: Partners”), a publicly listed company on the Hong Kong Stock Exchange and a related party of the Company.
−Removed: The bond has a face
−Removed: value of $ 2,450,000 , bears interest at 3.0 %
−Removed: per annum, was registered on March 27, 2026, and matures on March 26, 2028, unless earlier converted, redeemed, or otherwise settled
−Removed: in accordance with its terms.
+Added: On March 27, 2026, the Company
+Added: received a convertible bond investment from True Partners Capital Holding Limited (“True Partners”), a publicly listed company
+Added: on the Hong Kong Stock Exchange and a related party of the Company.
+Added: The bond has a face value of $ 2,450,000 , bears interest at 3.0 % per
+Added: annum, was registered on March 27, 2026, and matures on March 26, 2028 , unless earlier converted, redeemed, or otherwise settled in accordance
+Added: with its terms.
Interest accrues daily on a 365-day basis and is payable annually in cash.
−Removed: At maturity, the outstanding principal
−Removed: balance is mandatorily and automatically convertible into ordinary shares of True Partners.
−Removed: True Partners is considered a related party because the Company holds a
−Removed: significant equity investment in True Partners and has determined that it has the ability to exercise significant influence over True
−Removed: This determination is based on the Company’s equity ownership, its additional investment through the convertible bond,
−Removed: and the election of the Company’s Executive Chairman and significant stockholder, Heng Fai Ambrose Chan, to True Partners’
−Removed: board of directors.
−Removed: Accordingly, the Company’s receipt of the convertible bond is considered a related party transaction.
−Removed: is convertible into ordinary shares of True Partners at a conversion price of HKD $ 0.10 per share, which was approximately USD $ 0.01 per
−Removed: share as of both March 27, 2026 and March 31, 2026, based on the applicable exchange rate or rounded U.S.
−Removed: dollar equivalent used by the
−Removed: Based on the bond’s fixed currency conversion rate, the bond is convertible into approximately 190,684,000 ordinary shares
−Removed: of True Partners.
−Removed: accounts for the convertible bond investment at fair value and has elected the fair value option under ASC 825, Financial Instruments.
−Removed: Based on a valuation performed as of March 27, 2026, the estimated fair value of the convertible bond was approximately $ 8,648,000 , consisting
−Removed: of a $ 127,000 debt-like component related to the present value of contractual cash interest payments and an $ 8,521,000 equity-like conversion
−Removed: feature related to the value of the shares issuable upon conversion of principal.
−Removed: Based on a valuation performed as of March 31, 2026,
−Removed: the estimated fair value of the convertible bond was approximately $ 8,520,000 , consisting of a $ 129,000 debt-like component and an $ 8,391,000
−Removed: equity-like conversion feature.
+Added: At maturity, the outstanding principal balance
+Added: is mandatorily and automatically convertible into ordinary shares of True Partners.
+Added: True Partners is considered
+Added: a related party because the Company holds a significant equity investment in True Partners and has determined that it has the ability
+Added: to exercise significant influence over True Partners.
+Added: This determination is based on the Company’s equity ownership, and the election of the Company’s Executive Chairman and significant stockholder, Heng
+Added: Fai Ambrose Chan, to True Partners’ board of directors.
+Added: Accordingly, the Company’s receipt of the convertible bond is considered
+Added: a related party transaction.
+Added: The bond is convertible into
+Added: ordinary shares of True Partners at a conversion price of HKD $ 0.10 per share, which was approximately USD $ 0.01 per share as of both
+Added: March 27, 2026 and March 31, 2026, based on the applicable exchange rate or rounded U.S.
+Added: dollar equivalent used by the Company.
+Added: on the bond’s fixed currency conversion rate, the bond is convertible into approximately 190,684,000 ordinary shares of True Partners.
+Added: The Company accounts for the
+Added: convertible bond investment at fair value and has elected the fair value option under ASC 825, Financial Instruments.
+Added: Based on a valuation
+Added: performed as of March 27, 2026, the estimated fair value of the convertible bond was approximately $ 8,648,000 , consisting of a $ 127,000
+Added: debt-like component related to the present value of contractual cash interest payments and an $ 8,521,000 equity-like conversion feature
+Added: related to the value of the shares issuable upon conversion of principal.
+Added: Based on a valuation performed as of March 31, 2026, the estimated
+Added: fair value of the convertible bond was approximately $ 8,520,000 , consisting of a $ 129,000 debt-like component and an $ 8,391,000 equity-like
+Added: conversion feature.
The Company recorded the convertible bond investment at March 31, 2026 estimated fair value of approximately $ 8,520,000 .
−Removed: $ 8,520,000 .
−Removed: value of the convertible bond investment was determined in accordance with ASC 820, Fair Value Measurement.
−Removed: The valuation considered,
−Removed: among other factors, the contractual interest rate, maturity date, mandatory conversion terms, conversion price, market price of the underlying
−Removed: True Partners ordinary shares, foreign currency exchange rates, issuer credit risk, expected term, liquidity, discount rates, and conversion
−Removed: The investment is classified as a Level 3 asset within the fair value hierarchy because there is no quoted price in an active
−Removed: market for the identical convertible bond and the valuation requires significant unobservable inputs, including issuer credit risk, expected
−Removed: term, liquidity assumptions, discount rates, and conversion economics.
−Removed: Because the convertible bond was received from a related party, the Company
−Removed: evaluated the substance of the transaction, including the relationship between the parties, the nature of the consideration exchanged,
−Removed: and whether the fair value of the bond exceeded the stated face amount or consideration transferred.
−Removed: The Company determined that the excess
−Removed: of the estimated fair value of the convertible bond over the stated face amount or consideration transferred was attributable to the related
−Removed: party nature of the transaction and, accordingly, was deemed to be a contribution to capital.
−Removed: As a result, the Company recorded the initial
−Removed: excess fair value of approximately $ 6,198,000 as a fair value adjustment related to convertible bond received from related party within
−Removed: additional paid-in capital, rather than recognizing the amount as a gain in earnings.
−Removed: Subsequent changes in fair value are recognized
−Removed: in earnings in accordance with the Company’s election of the fair value option under ASC 825.
−Removed: As of March 31, 2026 the Company recognized
−Removed: a loss of approximately $ 128,000 on the condensed consolidated statement of operations.
+Added: The fair value of the convertible
+Added: bond investment was determined in accordance with ASC 820, Fair Value Measurement.
+Added: The valuation considered, among other factors, the
+Added: contractual interest rate, maturity date, mandatory conversion terms, conversion price, market price of the underlying True Partners ordinary
+Added: shares, foreign currency exchange rates, issuer credit risk, expected term, liquidity, discount rates, and conversion economics.
+Added: The investment
+Added: is classified as a Level 3 asset within the fair value hierarchy because there is no quoted price in an active market for the identical
+Added: convertible bond and the valuation requires significant unobservable inputs, including issuer credit risk, expected term, liquidity assumptions,
+Added: discount rates, and conversion economics.
+Added: Because the convertible bond
+Added: was received from a related party, the Company evaluated the substance of the transaction, including the relationship between the parties,
+Added: the nature of the consideration exchanged, and whether the fair value of the bond exceeded the stated face amount or consideration transferred.
+Added: Because the convertible bond was issued in connection with the Company’s
+Added: additional investment in True Capital Holdings and the parties are related, the Company evaluated the difference between the fair value
+Added: of the convertible bond and the consideration transferred in accordance with the applicable U.S.
+Added: GAAP guidance.
+Added: Based on the Company’s
+Added: assessment of the economic substance of the transaction, the Company determined that the excess of the fair value of the convertible bond
+Added: over the consideration transferred represented a capital contribution and recorded approximately $ 6,198,000 in additional paid-in capital.
+Added: changes in fair value are recognized in earnings in accordance with the Company’s election of the fair value option under ASC 825.
+Added: As of March 31, 2026 the Company recognized a loss of approximately $ 128,000 on the condensed consolidated statement of operations.
+Added: On April 29, 2026, True Partner
+Added: International Limited, a subsidiary of the Company, delivered a conversion notice to True Partners to convert the full outstanding principal
+Added: amount of the $ 2,450,000 , 3.0 % convertible bond.
+Added: Pursuant to the notice, the bond was converted at a conversion price of HKD $ 0.10 per
+Added: share, resulting in the issuance of 190,683,500 ordinary shares of True Partners.
+Added: Accrued interest of approximately $ 6,000 remained payable
+Added: in cash and was not converted into shares.
+Added: Immediately prior to conversion, the Company remeasured the convertible bond to fair value.
+Added: Based on a valuation performed as of April 29, 2026, the estimated fair value of the convertible bond was approximately $ 8,647,000 , consisting
+Added: of a $ 131,000 debt-like component and an $ 8,516,000 equity-like conversion feature.
+Added: The Company recognized an increase in fair value
+Added: of approximately $ 127,000 from March 31, 2026 through the conversion date in the condensed consolidated statement of operations.
+Added: conversion, the Company derecognized the convertible bond investment and recorded the ordinary shares received as part of its equity
+Added: method investment in True Partners.
+Added: Following the conversion, the Company owned approximately 45 % of the issued and outstanding shares
+Added: of True Partners and continues to account for its investment in True Partners under the equity method of accounting.
Financial Instruments
3 unchanged sentences
Schedule of Cash and Marketable Securities by Significant Investment Category
−Removed: March 31, 2026
−Removed: Convertible bond investment – related party
+Added: June 30, 2026
+Added: Cash and Cash
+Added: Restricted Cash
Money Market Funds
1 unchanged sentence
( 13,702,000 )
−Removed: Convertible bond investment – related party
$ ( 13,702,000 )
December 31, 2025
+Added: Cash and Cash
Restricted Cash
23 unchanged sentences
risk of not collecting amounts owed by customers and records its allowance for credit losses based on the results of this analysis.
−Removed: of March 31, 2026 and December 31, 2025, we have reviewed the entire loan portfolio as well as all financial assets of the Company for
+Added: of June 30, 2026 and December 31, 2025, we have reviewed the entire loan portfolio as well as all financial assets of the Company for
the purpose of evaluating the loan portfolio and the loan balances, including a review of individual and collective portfolio loan quality,
6 unchanged sentences
industry portfolio reserves, and specific loan loss
−Removed: For the three months ended March 31, 2026 and year ended December 31, 2025, the Company recorded a Loan loss reserve of approximately$ 7,478,000 and
−Removed: $ 7,478,000 , respectively.
+Added: For the six months ended June 30, 2026, and year ended December 31, 2025, the Company recorded a Loan loss reserve of approximately
+Added: $ 7,478,000 , and $ 7,478,000 , respectively.
Loan Portfolio Reserve - Based upon the review of our loan portfolio, we do not believe that a substantial general loan portfolio
1 unchanged sentence
However, we do recognize that some inherent risks are in all loan portfolios, thus we recorded a general
−Removed: contingent portfolio reserve of $ 0 and $ 196,000 of the loan portfolio loan balance as of March 31, 2026 and December 31, 2025, respectively.
+Added: contingent portfolio reserve of $ 0 and $ 0 of the loan portfolio loan balance as of June 30, 2026 and December 31, 2025, respectively.
Portfolio Reserves - Given the relatively young loan portfolio and a diversification of the portfolio over several different loan
products, the risk is reduced.
−Removed: Accordingly, we have not recorded a discretionary reserve as of March 31, 2026 and December 31, 2025.
+Added: Accordingly, we have not recorded a discretionary reserve as of June 30, 2026 and December 31, 2025.
Loan Reserves - The Company had previously identified credit weakness in Puradigm and has placed a reserve approximating $ 5,768,000
14 unchanged sentences
No additional reserves were deemed
−Removed: necessary as of December 31, 2025.
−Removed: additional reserves were deemed necessary as of March 31, 2026.
+Added: necessary as of June 30, 2026.
Disposal of assets
14 unchanged sentences
Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of
−Removed: The fair value of the marketable security as of March 31, 2026 and December 31, 2025, was approximately $ 2,277,000 and $ 2,277,000 ,
−Removed: respectively.
−Removed: During the three months ended March 31, 2026 and 2025, the Company recorded unrealized loss of approximately $ 0 and $ 241,000 ,
+Added: The fair value of the marketable security as of June 30, 2026 and December 31, 2025, was approximately $ 1,666,000 and $ 2,277,000 ,
respectively.
−Removed: Partners Capital Holding Limited, related party
−Removed: Company owns 81,836,908 shares
−Removed: or approximately 19.55 % of True Partners Capital Holding Limited (“True Partners”), a publicly listed company on the
−Removed: Hong Kong Stock Exchange.
−Removed: On February 28, 2022, the Company entered into a Stock Purchase Agreement with Alset EHome International
−Removed: (“AEI”), pursuant to which AEI has agreed to sell a subsidiary holding 62,336,908 shares
−Removed: of stock of True Partner Capital Holding Limited exchange for 17,570,948 shares
−Removed: of common stock of the Company (the “DSS Shares”).
−Removed: The Company’s Executive Chairman and a significant stockholder,
−Removed: Heng Fai Ambrose Chan is the Chairman, Chief Executive Officer and largest shareholder of AEI.
−Removed: Further, on February 20, 2025, the
−Removed: Company acquired an additional 19,500,000 shares
−Removed: of True Partners.
−Removed: The fair value of the marketable security as of March 31, 2026 and December 31, 2025, was approximately $ 3,600,000 and
−Removed: $ 4,206,000 ,
+Added: During the six months ended June 30, 2026 and 2025, the Company recorded unrealized loss of approximately $ 610,000 and
$ 420,000 , respectively.
−Removed: On March 27, 2026, the
−Removed: Company acquired or received a convertible bond investment issued by True Partners with an initial fair value of approximately
−Removed: $ 8,648,000 , which was adjusted to $ 8,520,000 (see Note 6) as of March 31, 2026.
−Removed: During the three months ended March 31, 2026, in
−Removed: connection with the Company’s additional investment in True Partners through the convertible bond and the election of Mr.
−Removed: to the board of directors of True Partners, the Company determined that it has the ability to exercise significant influence over
−Removed: True Partners.
−Removed: Accordingly, beginning on March 27, 2026, the Company began accounting for its investment in True Partners under the
−Removed: equity method of accounting.
+Added: Partners Capital Holding Limited
+Added: Company owns 272,520,408 shares or approximately 44.66 % of True Partners Capital Holding Limited (“True Partners”.
+Added: “TPCH”), a publicly
+Added: listed company on the Hong Kong Stock Exchange.
+Added: On February 28, 2022, the Company entered into a Stock Purchase Agreement with Alset
+Added: EHome International Inc.
+Added: (“AEI”), pursuant to which AEI has agreed to sell a subsidiary holding 62,336,908 shares of stock
+Added: of True Partner Capital Holding Limited exchange for 17,570,948 shares of common stock of the Company (the “DSS Shares”).
+Added: The Company’s Executive Chairman and a significant stockholder, Heng Fai Ambrose Chan is the Chairman, Chief Executive Officer
+Added: and largest shareholder of AEI.
+Added: Further, on February 20, 2025, the Company acquired an additional 19,500,000 shares of True Partners.
+Added: The fair value of the marketable security as of December 31, 2025, was approximately $ 4,206,000 .
+Added: March 27, 2026, the Company acquired or received a convertible bond investment issued by True Partners with an initial fair value of
+Added: approximately $ 8,648,000 , which was adjusted to $ 8,520,000 as of March 31, 2026.
+Added: During the three months ended March 31, 2026, in connection
+Added: with the Company’s additional investment in True Partners through the convertible bond and the election of Mr.
+Added: Chan to the board
+Added: of directors of True Partners, the Company determined that it has the ability to exercise significant influence over True Partners.
+Added: beginning on March 27, 2026, the Company began accounting for its investment in True Partners under the equity method of accounting.
a result of the change to equity method accounting, the Company reclassified its investment in True Partners from Investment in equity
securities to Investment, equity method on the consolidated balance sheet.
−Removed: As of March 31, 2026, the carrying value of the Company’s
−Removed: investment in True Partners, was approximately $ 3,600,000 .
−Removed: Prior to the ability to exercise significant influence, the Company recognized an unrealized
−Removed: loss of approximately $ 606,000 during the three months ended March 31, 2026 related to the change in fair value of the True Partners
−Removed: marketable equity securities.
−Removed: During the three months ended March 31, 2025, the Company recognized an unrealized loss of approximately
−Removed: $ 902,000 related to the investment.
+Added: On April 29, 2026, the convertible bond was converted into
+Added: approximately 190,683,500 ordinary shares of TPCH increasing its total ownership to 272,520,408 shares or approximately 44.66 %.
+Added: prior to conversion the fair value of convertible bond approximately $ 8,647,000 , resulting in an approximate $ 127,000 gain on the change
+Added: in fair value.
+Added: As of June 30, 2026, the carrying value of the Company’s investment in True Partners, was approximately $ 11,897,000 .
+Added: Prior to the ability to exercise significant influence, the Company recognized an unrealized loss of approximately $ 606,000 during the
+Added: three months ended March 31, 2026 related to the change in fair value of True Partners’ marketable equity securities.
+Added: six months ended June 30, 2025, the Company recognized an unrealized loss of approximately $ 126,000 related to the investment.
Capital Group, LLC.
3 unchanged sentences
Note to WestPark and WestPark shall issue to DSS a stock certificate reflecting 7.5 % of the issued and outstanding shares of West Park.
−Removed: This note and stock exchange agreement was finalized during the first quarter 2022 and valued utilizing the cost method at approximately
−Removed: $ 500,000 and is included in Investments on the consolidated balance sheet on March 31, 2026 December 31, 2025.
−Removed: As of March 31, 2026,
−Removed: and December 31, 2025 the Company has recorded no impairment losses on this investment.
+Added: This note and stock exchange agreement was finalized during the first quarter 2022 and valued at approximately $ 500,000 and is included
+Added: in Investments on the consolidated balance sheet on June 30, 2026 December 31, 2025.
Capital International LLC, related party
3 unchanged sentences
a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability
−Removed: company (“BMIC LLC”) whereas DSS Securities, Inc.
−Removed: purchased 14.9 % membership interests in BMIC LLC for $ 100,000 .
−Removed: DSS Securities
−Removed: also had the option to purchase an additional 10 % of the outstanding membership interest which it exercised for $ 100,000 in January of
+Added: company (“BMIC”) whereas DSS Securities, Inc.
+Added: purchased 14.9 % membership interests in BMIC for $ 100,000 .
+Added: DSS Securities also
+Added: had the option to purchase an additional 10 % of the outstanding membership interest which it exercised for $ 100,000 in January of 2021
and increased its ownership to 24.9 %.
−Removed: Upon achieving greater than 20 % ownership in BMIC LLC during the quarter ended September 30,
−Removed: 2021, the Company is currently accounting for this investment under the equity method of accounting per ASC 323 The Company’s portion
−Removed: of net gain in BMIC during the three months ended March 31, 2026 was approximately $ 4,000 and a net loss for the three months ended March
−Removed: 31, 2025, of approximately $ 3,000 .
+Added: The Company is currently accounting for this investment under the equity method of accounting per
+Added: The Company’s portion of net loss in BMIC during the six months ended June 30, 2026 and 2025, approximated $ 13,000 and
+Added: $ 5,000 , respectively.
is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority,
2 unchanged sentences
chairman of the board and another independent board member of the Company also have ownership interest in BMIC.
−Removed: Technologies Asia Pacific Holdings Limited
−Removed: December 19, 2020, Impact BioMedical, a wholly owned subsidiary of the Company, entered into a subscription agreement (the “Subscription
−Removed: Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated
−Removed: in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99 % of BioMed at a purchase
−Removed: price of approximately $ 632,000 .
−Removed: The Subscription Agreement provides, among other things, the Company has the right to appoint a new
−Removed: director to the board of BioMed.
−Removed: With respect to an issuance of shares to a third party by BioMed, the Company will have the right of
−Removed: first refusal to purchase such shares, as well as customary tag-along rights.
−Removed: In connection with the Subscription Agreement, Impact Biomedical
−Removed: entered into an exclusive distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise,
−Removed: promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers.
−Removed: This investment
−Removed: was impaired in full at December 31, 2024 as it does not have a readily determined fair value.
−Removed: the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States,
−Removed: Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution rights in all other countries.
−Removed: In exchange, the Company agreed
−Removed: to certain obligations, including mutual marketing obligations to promote sales of the products.
−Removed: This agreement is for ten years with
−Removed: a one year auto-renewal feature.
Short-Term and Long-Term Debt
5 unchanged sentences
before the loan closing.
−Removed: As of March 31, 2026, and December 31, 2025, the outstanding principal on the BOA Note was $ 1,783,000 and $ 1,916,000 ,
+Added: As of June 30, 2026, and December 31, 2025, the outstanding principal on the BOA Note was $ 1,647,000 and $ 1,916,000 ,
respectively and had an interest rate of 4.63 %.
−Removed: As of March 31, 2026, $ 544,000 was included in the Current portion of long-term debt,
+Added: As of June 30, 2026, $ 544,000 was included in the Current portion of long-term debt,
net, and the remaining balance of approximately $ 1,103,000 is recorded as Long-term debt.
2 unchanged sentences
note matures in April of 2029.
−Removed: Interest expense for the three months ended March 31, 2026 and 2025 approximated $ 22,000 and $ 27,000 ,
−Removed: respectively.
+Added: Interest expense for the six months ended June 30, 2026 and 2025 approximated $ 42,000 and $ 54,000 , respectively.
The BOA Note contains certain covenants that are analyzed annually.
−Removed: As of March 31, 2026, Premier is in compliance with
−Removed: these covenants.
+Added: As of June 30, 2026, Premier is in compliance with these covenants.
August 1, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton
13 unchanged sentences
intangible assets with an estimated useful life of approximating 3 years.
−Removed: The net book value of these assets as of March 31, 2026, and
+Added: The net book value of these assets as of June 30, 2026, and
December 31, 2025, approximated $ 6,190,000 and $ 6,231,000 , respectively.
−Removed: As of March 31, 2026, the outstanding principal and interest
+Added: As of June 30, 2026, the outstanding principal and interest
of approximately $ 4,109,000 , net of $ 2,000 in deferred financing costs.
−Removed: As of March 31, 2026, approximately $ 225,000 is classified as
−Removed: Current portion of long-term debt, net with the remaining $ 3,940,000 classified as Current portion of long-term debt, net on the consolidated
−Removed: balance sheet.
−Removed: Interest expense for the three months ended March 31, 2026 and 2025 approximated $ 15,000 and $ 47,000 , respectively.
−Removed: of December 31, 2025 approximately $ 226,000 of principal and accrued interest is classified as current portion of long-term debt, net,
−Removed: and the remaining balance of approximately $ 4,001,000 recorded as long-term debt, net of $ 4,000 in deferred financing costs.
−Removed: This agreement
−Removed: matures in July of 2031.
−Removed: October 13, 2021, Liquid Value Asset Management Limited (“LVAM”), a majority owned subsidiary of the Company, entered into
−Removed: loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000 , with interest
−Removed: to be charged at a variable rate to be adjusted at the maturity date.
−Removed: The BMIC loan contains an auto renewal period of three months,
−Removed: with a maturity date of April 2026 as of March 31, 2026.
−Removed: The BMIC Loan was automatically extended to January 2026.
−Removed: As of March 31, 2026,
−Removed: and December 31, 2025, the outstanding principal and interest of approximately $ 33,000 and $ 33,000 , respectively, are included in Current
−Removed: portion of long-term debt – related party, net on the consolidated balance sheet.
+Added: As of June 30, 2026, approximately $ 225,000 is classified as
+Added: Current portion of long-term debt, net with the remaining $ 3,884,000 classified as long-term debt, net on the consolidated balance sheet.
+Added: Interest expense for the six months ended June 30, 2026 and 2025 approximated $ 89,000 and $ 93,000 , respectively.
+Added: As of December 31, 2025
+Added: approximately $ 226,000 of principal and accrued interest is classified as current portion of long-term debt, net, and the remaining balance
+Added: of approximately $ 4,001,000 recorded as long-term debt, net of $ 4,000 in deferred financing costs.
+Added: This agreement matures in July of
+Added: October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal
+Added: amount of $ 3,000,000 , with interest to be charged at a variable rate to be adjusted at the maturity date.
+Added: The BMIC loan contains an auto
+Added: renewal period of three months, with a current maturity date of July 2026 .
+Added: As of June 30, 2026, and December 31, 2025, the outstanding
+Added: principal and interest of approximately $ 33,000 and $ 33,000 , respectively, are included in Current portion of long-term debt –
+Added: related party, net on the consolidated balance sheet.
October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM
borrowed the principal amount of $ 3,000,000 , with interest to be charged at a variable rate to be calculated at the maturity date.
−Removed: Wilson Loan contains an auto renewal period of three months, with a maturity date of April 2026 as of March 31, 2026 .
−Removed: The Wilson Loan
−Removed: was automatically extended to January 2026.
−Removed: As of March 31, 2026, and December 31, 2025, the outstanding principal and interest of approximately
−Removed: $ 145,000 and $ 145,000 , respectively, are included in Current portion of long-term debt – related party, net on the consolidated
−Removed: balance sheet.
−Removed: November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle
−Removed: Bank”) in the amount of $ 40,300,000 .
−Removed: The LifeCare Agreement supported the acquisition of three medical facilities located in Fort
−Removed: Worth, Texas, Plano, Texas (sold in March 2025), and Pittsburgh, Pennsylvania for a purchase price of $ 62,000,000 .
−Removed: These assets are classified
−Removed: as investments, real estate on the consolidated balance sheet, and serves as collateral for the LifeCare Agreement.
−Removed: The purchase price
−Removed: has been allocated as $ 32,100,000 , $ 12,100,000 , and $ 1,500,000 for the facility, land and site improvements, respectively.
−Removed: Also included
−Removed: in the value of the property is $ 15,901,000 of intangible assets with estimated useful lives ranging from 1 to 11 years.
−Removed: value of the assets acquired as of March 31, 2026 and December 31, 2025 is approximately $ 10,274,000 and $ 10,381,000 , respectively.
−Removed: LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly instalments based upon a twenty-five (25) year
−Removed: amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest rate determined
−Removed: in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 % , with the first such instalment
−Removed: being payable on August 29, 2022 and subsequent instalments being payable on the first day of each succeeding month thereafter until
−Removed: the maturity date, at which time any outstanding principal and interest is due in full.
−Removed: The affective interest rate at March 31, 2026
−Removed: As of March 31, 2026, the outstanding principal and interest of the LifeCare agreement approximates $ 30,287,000 and is included
−Removed: Current portion of long-term debt, net on the accompanying balance sheet.
−Removed: As of December 31, 2025, the outstanding principal and interest
−Removed: of the LifeCare agreement approximates $ 37,401,000 and is included Current portion of long-term debt, net on the accompanying balance
−Removed: Interest expense for the three months ended March 31, 2026 and 2024 approximated $ 582,000 and $ 867,000 , respectively.
−Removed: is in default and demand was made for final payment to be made by December 22, 2023.
−Removed: As of March 31, 2026, this amount is past due.
+Added: Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of three months with a current maturity date of July 2026 .
+Added: As of June 30, 2026, and December 31, 2025, the outstanding principal and interest of approximately $ 145,000 and $ 145,000 , respectively,
+Added: are included in Current portion of long-term debt – related party, net on the consolidated balance sheet.
+Added: November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank,
+Added: (“Pinnacle Bank”) in the amount of $ 40,300,000 .
+Added: The LifeCare Agreement supported the acquisition of three medical facilities located in Fort Worth, Texas, Plano, Texas (sold in
+Added: March 2025), and Pittsburgh, Pennsylvania for a purchase price of $ 62,000,000 .
+Added: These assets are classified as investments, real estate on the consolidated balance sheet, and serves as collateral for the LifeCare
+Added: The purchase price has been allocated as $ 32,100,000 ,
+Added: $ 12,100,000 ,
+Added: and $ 1,500,000
+Added: for the facility, land and site improvements, respectively.
+Added: Also included in the value of the property is $ 15,901,000
+Added: of intangible assets with estimated useful lives ranging from 1
+Added: The net book value of the assets acquired as of June 30, 2026 is approximately $ 10,167,000 .
+Added: The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly instalments based upon a twenty-five (25)
+Added: year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest
+Added: rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 %,
+Added: with the first such instalment being payable on August 29, 2022 and subsequent instalments being payable on the first day of each
+Added: succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in full.
+Added: affective interest rate at June 30, 2026 was 7.9 %.
+Added: As of June 30, 2026, and December 31, 2025, the outstanding principal and interest of the LifeCare agreement approximates $ 38,504,000
+Added: and $ 37,401,000 , respectively.
+Added: As June 30, 2026, $ 30,187,000 is included Current portion of long-term debt, net and $ 8,317,000 is
+Added: included in Accrued interest on long-term debt on the accompanying balance sheet.
+Added: As December 31, 2025, $ 30,254,000 is included Current portion of long-term debt, net and $ 7,147,000 is included in
+Added: Accrued interest on long-term debt on the accompanying balance sheet.
+Added: Interest expense for the six months ended June 30,
+Added: 2026 and 2025 approximated $ 1,171,000
+Added: and $ 1,572,000 ,
+Added: respectively.
+Added: This note is in default and demand was made for final payment to be made by December 22, 2023.
+Added: As of June 30, 2026,
+Added: this amount is past due.
March 30, 2023, Premier Packaging, a subsidiary of the Company entered into a loan and security agreement with Union Bank & Trust
3 unchanged sentences
This loan is collateralized by a Bobst Model Novacut and is guaranteed by DSS,
−Removed: As of March 31, 2026, the outstanding principal and interest approximates $ 450,000 of which $ 132,000 was included in the current
+Added: As of June 30, 2026, the outstanding principal and interest approximates $ 417,000 of which $ 132,000 was included in the current
portion of long-term debt, net, and the remaining balance of approximately $ 285,000 recorded as long-term debt.
2 unchanged sentences
net, and the remaining balance of approximately $ 350,000 recorded as long-term debt.
−Removed: Interest expense for the three months ended March
+Added: Interest expense for the six months ended June 30,
2026 and 2025 approximated $ 17,000 and $ 22,000 , respectively.
1 unchanged sentence
(“holder”), the Company’s largest
−Removed: shareholder and a related party, bearing interest at Prime ( 7.25 % at March 31, 2026).
+Added: shareholder and a related party, bearing interest at Prime ( 6.75 % at June 30, 2026).
The first 12 months’ interest is to be paid
14 unchanged sentences
related period.
−Removed: The outstanding principal and interest, approximates $ 520,000 and is included in Current portion of long-term debt, net
−Removed: on the accompanying consolidated balance sheet at March 31, 2026.
+Added: The outstanding principal and interest, approximates $ 529,000 and is included in Convertible note payable, related party
+Added: on the accompanying consolidated balance sheet at June 30, 2026.
The outstanding principal and interest, approximates $ 512,000 and is
1 unchanged sentence
Interest expense
−Removed: for the three months ended March 31, 2026 and 2025 approximated $ 8,000 and $ 0 , respectively.
−Removed: March 26, 2026, the Company issued a $ 2,450,000 convertible promissory note to Alset International Limited (“AIL”), a related
−Removed: The note bears interest at 3.0 % per annum, matures five years from issuance, and is convertible at any time into shares of the
−Removed: Company’s common stock at a conversion price of $ 0.74 per share.
−Removed: Interest is payable at maturity either in cash or shares of common
−Removed: stock, at the holder’s election.
−Removed: The note also contains a most favored nation provision allowing AIL to exchange the note for a
−Removed: subsequent convertible instrument issued by the Company if AIL determines that such instrument contains more favorable terms.
−Removed: a related party because the Company owns approximately 4% of AIL’s outstanding shares, and the Company’s Chairman is the
−Removed: Executive Director, Chief Executive Officer, majority shareholder of AIL, and the largest shareholder of the Company.
−Removed: In connection with
−Removed: the note, the Company issued AIL a warrant to purchase up to 16,554,055 shares of the Company’s common stock at an exercise price
−Removed: of $ 0.93 per share.
+Added: for the six months ended June 30, 2026 and 2025 approximated $ 17,000 and $ 0 , respectively.
+Added: March 26, 2026, the Company issued a $ 2,450,000
+Added: convertible promissory note to Alset International Limited (“AIL”), a related party.
+Added: The note bears interest at 3.0 %
+Added: per annum, is payable on demand by Alset International Limited, or if the demand is not sooner made, is payable on the earliest to occur of (i) five years from issuance;
+Added: acceleration of the note upon occurrence of an event of default;
+Added: (iii) upon full conversion of the note;
+Added: or (iv) upon repurchase of the
+Added: note by the Company.
+Added: This note is convertible
+Added: at any time into shares of the Company’s common stock at a conversion price of $ 0.74
+Added: Interest is payable at maturity either in cash or shares of common stock, at the holder’s election.
+Added: The note also
+Added: contains a most favored nation provision allowing AIL to exchange the note for a subsequent convertible instrument issued by the
+Added: Company if AIL determines that such instrument contains more favorable terms.
+Added: AIL is a related party because the Company owns
+Added: approximately 4% of AIL’s outstanding shares, and the Company’s Chairman is the Executive Director, Chief Executive
+Added: Officer, majority shareholder of AIL, and the largest shareholder of the Company.
+Added: In connection with the note, the Company issued
+Added: AIL a warrant to purchase up to 16,554,055
+Added: shares of the Company’s common stock at an exercise price of $ 0.93
The warrant expires five years from the issuance date.
−Removed: The Company evaluated the conversion feature, most favored
−Removed: nation provision, and warrant under ASC 815, ASC 815-40, and ASC 480 and concluded that no derivative liability was required.
−Removed: The conversion
−Removed: feature qualified for the scope exception for instruments indexed to and classified in the Company’s own equity, and the warrant
−Removed: was classified as equity because it is share-settled, contains a fixed share limit, does not require net cash settlement, and the Company
−Removed: has sufficient authorized and unissued shares to settle the warrant.
−Removed: The Company allocated the $2,450,000 proceeds between the convertible
−Removed: note and warrant based on their relative fair values.
+Added: The Company evaluated the conversion feature, most favored nation
+Added: provision, and warrant under ASC 815, ASC 815-40, and ASC 480 and concluded that no derivative liability was required.
+Added: conversion feature qualified for the scope exception for instruments indexed to and classified in the Company’s own equity,
+Added: and the warrant was classified as equity because it is share-settled, contains a fixed share limit, does not require net cash
+Added: settlement, and the Company has sufficient authorized and unissued shares to settle the warrant.
+Added: The Company allocated the $2,450,000 proceeds between the convertible note and warrant based on their relative fair values.
The warrant valuation was determined using a Black-Scholes option-pricing model.
−Removed: Significant valuation inputs included the Company’s common stock price of $0.91 per share, exercise price of $0.93 per share, expected
−Removed: term of 5.0 years, risk-free rate of 4.0%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 16,554,055 warrants outstanding.
+Added: Significant valuation inputs included the Company’s common stock price of $0.91 per share, exercise price of $0.93 per share, expected term of 5.0 years, risk-free rate of 4.0%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 16,554,055 warrants outstanding.
Based on these inputs, the calculated warrant value was $0.63 per warrant, resulting in an indicated fair value of $10,368,000.
−Removed: value of the convertible note was determined using valuation techniques that considered the contractual note terms, conversion feature,
−Removed: most favored nation provision, Company-specific credit risk, market interest rates, expected volatility, and probability-weighted conversion
+Added: The fair value of the convertible note was determined using valuation techniques that considered the contractual note terms, conversion feature, most favored nation provision, Company-specific credit risk, market interest rates, expected volatility, and probability-weighted conversion scenarios.
The valuation considered two scenarios:
−Removed: a no subsequent convertible instrument issuance before expiration scenario, with an
−Removed: indicated value of $3,418,000.
−Removed: For purposes of allocating the $2,450,000 proceeds at issuance, the Company used the relative fair values
−Removed: of the warrant and convertible note.
−Removed: Accordingly, $1,843,000 was allocated to the warrant and recorded in additional paid-in capital,
−Removed: and $607,000 was allocated to the note.
−Removed: The allocation resulted in a debt discount of $1,843,000, which will be amortized to interest
−Removed: expense over the five-year term of the note using the effective interest method.
−Removed: As of March 31, 2026, the note had a principal amount
−Removed: of $2,450,000, unamortized debt discount of approximately $1,843,000 and a net carrying amount of approximately $607,000.
−Removed: The debt discount
−Removed: is being amortized to interest expense over the five-year contractual term of the note using the effective interest method.
−Removed: summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to March 31, 2026, are
−Removed: Schedule of Notes Payable and Long-term Debt
−Removed: Notes payable
+Added: a no subsequent convertible instrument issuance before expiration scenario, with an indicated value of $3,418,000.
+Added: For purposes of allocating the $2,450,000 proceeds at issuance, the Company used the relative fair values of the warrant and convertible note.
+Added: Accordingly, $1,843,000 was allocated to the warrant and recorded in additional paid-in capital, and $607,000 was allocated to the note.
+Added: The allocation resulted in a debt discount of $1,843,000, which will be amortized to interest expense over the five-year term of the note using the effective interest method.
+Added: As of June 30, 2026, the note had a principal amount of $2,450,000, unamortized debt discount of approximately $1,792,000 and a net carrying amount of approximately $658,000.
+Added: The debt discount is being amortized to interest expense over the five-year contractual term of the note using the effective interest method.
+Added: June 23, 2026, the Company issued a $ 1,000,000 convertible promissory note to Alset, Inc.
+Added: (“Alset”), a related party, and
+Added: received aggregate proceeds of $ 1,000,000 .
+Added: The note bears interest at 3.0 % per annum, calculated based on the actual number of days elapsed
+Added: over a 360-day year, is payable on demand by Alset, and otherwise matures on June 23, 2031 .
+Added: The outstanding principal and accrued interest
+Added: are convertible into shares of the Company’s common stock at a conversion price of $ 0.45 per share, subject to required stockholder
+Added: approval and customary anti-dilution adjustments.
+Added: Interest is payable at maturity either in cash or shares of common stock, at the holder’s
+Added: Beginning June 23, 2027, the Company may redeem all or a portion of the outstanding principal without penalty.
+Added: Alset is a related
+Added: party due to common control and overlapping directors and officers, and the transaction is disclosed in accordance with ASC 850-10-50.
+Added: In connection with the note, the Company issued Alset warrants to purchase up to 17,777,776 shares of the Company’s common stock
+Added: at an exercise price of $ 0.50 per share.
+Added: The warrants are immediately exercisable and expire on June 23, 2029.
+Added: The Company evaluated
+Added: the conversion feature, holder demand provision, issuer redemption provision, and warrants under ASC 470-20, ASC 815-15, ASC 815-40,
+Added: and ASC 480 and concluded that no derivative liability was required.
+Added: The conversion feature qualified for the scope exception for instruments
+Added: indexed to and classified in the Company’s own equity.
+Added: The holder demand and issuer redemption provisions were determined to be
+Added: clearly and closely related to the debt host.
+Added: The warrants were classified as equity because they are share-settled, have a fixed exercise
+Added: price and fixed share limit, do not require net cash settlement, and the Company has sufficient authorized and unissued shares to settle
+Added: the warrants.
+Added: Accordingly, the warrants were recorded in additional paid-in capital and are not subsequently remeasured while they continue
+Added: to qualify for equity classification.
+Added: The Company allocated the $1,000,000 of proceeds between the convertible note and warrants based on their relative fair values in accordance with ASC 470-20-30-1 and ASC 470-20-30-2.
+Added: The warrant valuation was determined using a Black-Scholes option-pricing model.
+Added: Significant valuation inputs included the Company’s common stock price of $0.61 per share, exercise price of $0.50 per share, expected term of 3.0 years, risk-free interest rate of 4.2%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 17,777,776 warrants outstanding.
+Added: Based on these inputs, the calculated warrant value was $0.37 per warrant, resulting in an indicated fair value of $6,651,000.
+Added: The fair value of the convertible note at issuance was determined using a binomial lattice model that considered the contractual note terms, conversion feature, Company-specific credit risk, market interest rates, expected volatility, and the Company’s redemption right.
+Added: Significant valuation inputs included the Company’s common stock price of $0.61 per share, conversion price of $0.45 per share, contractual term of 5.0 years, risk-free interest rate of 4.2%, selected volatility of 85.0%, and discount rate of 13.25%.
+Added: Based on these inputs, the indicated fair value of the convertible note at issuance was $1,531,000.
+Added: For purposes of allocating the $1,000,000 of proceeds at issuance, the Company used the relative fair values of the warrants and convertible note.
+Added: Accordingly, $813,000 was allocated to the warrants and recorded in additional paid-in capital, and $187,000 was allocated to the note.
+Added: The allocation resulted in an initial debt discount of $813,000, which is being amortized to interest expense over the five-year contractual term of the note using the effective interest method.
+Added: As of June 30, 2026, the note had a principal amount of $1,000,000, an unamortized debt discount of approximately $812,000, and a net carrying amount of approximately $188,000.
+Added: summary of scheduled principal payments of long-term and current debt, not including revolving lines of credit, convertible notes
+Added: and notes payable – related party subsequent to June 30, 2026, are as follows:
+Added: of Long-Term And Current Debt
+Added: - related party
+Added: - related party
+Added: summary of scheduled principal payments of long-term and current debt, not including revolving lines of credit, convertible notes and
+Added: notes payable – related party subsequent to December 31, 2025, are as follows:
Convertible note payable
4 unchanged sentences
Company has operating leases predominantly for operating facilities.
−Removed: As of March 31, 2026, the remaining lease terms on our operating
−Removed: leases range from less than one to three years.
+Added: As of June 30, 2026, the remaining lease terms on our operating
+Added: leases range from less than one to nine years.
Renewal options to extend our leases have not been exercised due to uncertainty.
4 unchanged sentences
There are no significant finance leases as
−Removed: of March 31, 2026.
−Removed: minimum lease payments as of March 31, 2026 are as follows:
+Added: of June 30, 2026.
+Added: minimum lease payments as of June 30, 2026 are as follows:
Minimum Lease Payments
+Added: of Lease Liability:
Total lease payments
Less imputed interest
−Removed: ( 1,235,000 )
−Removed: Present value of remaining lease payments
+Added: Present value of remaining
+Added: lease payments
Weighted average remaining lease term (years)
−Removed: Weighted average discount
−Removed: cash paid for leases during the three months ended March 31, 2026 and 2025 approximated $ 212,000 and $ 220,000 , respectively.
+Added: Weighted average discount rate
+Added: cash paid for leases during the six months ended June 30, 2026 and 2025 approximated $ 426,000 and $ 440,000 , respectively.
Commitments and Contingencies
3 unchanged sentences
In exchange, the Licensee shall pay the Company a royalty of 5.5 % of net sales.
−Removed: If not terminated
−Removed: under terms of the agreement, the Equivir License expires the later of a) expiration date of the last to expire valid claim comprising
−Removed: the licensed patents, or (b) twelve (12) years from the date of first commercial sale.
−Removed: Under the terms of the Equivir Agreement, the
−Removed: Company shall reimburse the Licensee for 50 % of the development costs provided that the development costs shall not exceed $ 1,250,000 .
−Removed: As of March 31, 2026 and December 31, 2025, a liability of $ 0 has been recorded in relation to the Equivir License.
+Added: terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50 % of the development costs provided that the development
+Added: costs shall not exceed $ 1,250,000 .
+Added: As of June 30, 2026 and December 31, 2025, a liability of $ 0 has been recorded in relation to the
+Added: Equivir License.
Agreement - On August 15, 2018, the Impact BioMedical entered into Royalty Agreement with Chemia Corporation (“Chemia”)
16 unchanged sentences
by the Company towards patent application and licensing should be reimbursed to the Company before any royalty payments are made.
−Removed: the three months ended March 31, 2026 and 2025, there were no reimbursements or royalties paid to the Company and the Company cannot
−Removed: be assured that Chemia’s efforts will end up in any future sales of the technology.
+Added: the six months ended June 30, 2026 and 2025, there were no reimbursements or royalties paid to the Company and the Company cannot be
+Added: assured that Chemia’s efforts will end up in any future sales of the technology.
Agreements – Impact BioMedical has an employment agreement with it CEO Frank Heuszel in which Mr.
−Removed: agreement contains a mandatory bonus clause of $ 150,000
−Removed: for the first year of the employment term, beginning September 2024, $ 100,000
−Removed: for the second year of the employment term, beginning September 2025, and $ 100,000
−Removed: for the third year of the employment term, beginning September 2026.
−Removed: As of March 31, 2026, approximately $ 96,000
−Removed: is accrued for year one and year two of Mr.
+Added: Heuszel’s agreement
+Added: contains a mandatory bonus clause of $ 150,000 for the first year of the employment term, beginning September 2024, $ 100,000 for the second
+Added: year of the employment term, beginning September 2025, and $ 100,000 for the third year of the employment term, beginning September 2026.
+Added: As of June 30, 2026, approximately $ 96,000 and $ 50,000 is accrued for year one and year two of Mr.
Heuszel’s bonus, respectively.
−Removed: As of December 31, 2025, approximately $ 96,000
−Removed: is accrued for year one of Mr.
−Removed: Heuszel’s bonus and $ 25,000
−Removed: for the second year of Mr.
+Added: As of December 31, 2025, approximately $ 96,000 is accrued for year one of Mr.
+Added: Heuszel’s bonus and $ 25,000 for the second year of
Heuszel’s bonus.
17 unchanged sentences
March 21, 2025, DSS, the parent company of Impact Biomedical, Inc.
−Removed: completed the sale of 499,800
−Removed: shares of Impact Biomedical common stock.
−Removed: These shares were acquired by DSS during Impact’s initial public offering on
−Removed: September 16, 2024.
−Removed: The sale of these shares, which were previously held by DSS as part of its ownership interest in Impact, was
−Removed: completed for a total value of $ 1,500,000 ,
−Removed: of which $ 205,000 has been classified as non-controlling interest in subsidiary, which represents the consideration received from
−Removed: the transaction.
−Removed: With this sale, the shares are now publicly held and are no longer held by DSS.
+Added: completed the sale of 499,800 shares of Impact Biomedical common stock.
+Added: These shares were acquired by DSS during Impact’s initial public offering on September 16, 2024.
+Added: The sale of these shares, which
+Added: were previously held by DSS as part of its ownership interest in Impact, was completed for a total value of $ 1,500,000 , of which $ 205,000
+Added: has been classified as non-controlling interest in subsidiary, which represents the consideration received from the transaction.
+Added: this sale, the shares are now publicly held and are no longer held by DSS.
February 4, 2026, DSS entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.
10 unchanged sentences
and consultants.
−Removed: Such awards include option grants, warrant grants, and restricted stock awards On February 6, 2025, as a bonus for compensation awarded to Heng Fai Holdings Limited (“HFHL”), a Hong
−Removed: Kong Company, which is beneficially owned by Mr.
−Removed: Heng Fai Ambrose Chan, Director of DSS, Inc., and pursuant to DSS, Inc’s.
−Removed: Employee, Director and Consultant Equity Incentive Plan (the “Plan”), HFHL was awarded 1,000,000 shares of the Company’s
−Removed: common stock, approximating $ 870,000 , under the Plan, for strategic planning and merger and acquisition services rendered at the beginning
+Added: Such awards include option grants, warrant grants, and restricted stock awards On February 6, 2025, as a bonus for compensation
+Added: awarded to Heng Fai Holdings Limited (“HFHL”), a Hong Kong Company, which is beneficially owned by Mr.
+Added: Heng Fai Ambrose Chan,
+Added: Director of DSS, Inc., and pursuant to DSS, Inc’s.
+Added: 2020 Employee, Director and Consultant Equity Incentive Plan (the “Plan”),
+Added: HFHL was awarded 1,000,000 shares of the Company’s common stock, approximating $ 870,000 , under the Plan, for strategic planning
+Added: and merger and acquisition services rendered at the beginning of 2025.
The issuance was approved by the board of directors on January
−Removed: During the three months ended March 31, 2026 there were
−Removed: no such awards.
+Added: During the three and six months ended June 30, 2026 there were no such awards.
BioMedical, Inc.
−Removed: Transaction - On February 26, 2025, Impact BioMedical issued 36,433
−Removed: shares of the its common stock as payment of legal
−Removed: fees incurred associated with Impact’s IPO, registration of shares associated with its equity incentive plan as well as other related
+Added: Transaction - On February 26, 2025, Impact BioMedical issued 36,433 shares of the its common stock as payment of legal fees incurred
+Added: associated with Impact’s IPO, registration of shares associated with its equity incentive plan as well as other related services.
The legal fees received were valued at approximately $ 29,000 .
+Added: February 25, 2025, the Company completed the acquisition of certain assets owned by DSS Pure Air, Inc.
+Added: (DSS PureAir”), a related
+Added: party, for $ 1,150,000 to be paid by 545,024 shares of the Company’s common stock calculated on a 10-day VWAP.
+Added: Assets acquired included
+Added: accounts receivable, inventory and intellectual property of the Celios air purification system.
+Added: February 26, 2025, the Company issued 36,433 shares of the Company’s common stock as payment of legal fees incurred associated
+Added: with the Company’s initial public offering (“IPO”), registration of shares associated with its equity incentive plan
+Added: as well as other related services.
+Added: June 23, 2025, the Company issued 100,000 shares of the Company’s common stock as payment of legal fees incurred associated with
+Added: the Company’s merger and share exchange agreement with Dr.
+Added: Ashleys Limited.
+Added: October 16, 2025, the Company converted its Note payable, related party to 31,939,778 shares common stock as agreed upon by the Company
+Added: and DSS (lender).
Compensation – IBO records stock-based payment expense related to options and warrants based on the grant date fair
11 unchanged sentences
Impact recorded stock-based compensation expense of approximately $ 2,000
−Removed: for the three month and year ended March 31, 2025 and is included in Sales, general and administrative compensation (inclusive of
−Removed: stock-based compensation) on the accompanying Statement of Operations.
−Removed: These options were forfeited during the fourth quarter of
+Added: and $ 4,000 for the three and six month and year ended June 30, 2025, respectively, and is included in Sales, general and administrative
+Added: compensation (inclusive of stock-based compensation) on the accompanying Statement of Operations.
January 2026, the Impact BioMedical granted and issued 3,200,000
3 unchanged sentences
Impact Biomedical recorded
−Removed: stock-based compensation expense of approximately $ 1,440,000 , of which $ 158,000 has been classified as non-controlling interest in subsidiary,
−Removed: for the three months ended March 31, 2026, and is included in Sales, general and administrative compensation (inclusive of
−Removed: stock-based compensation) on the accompanying Condensed Consolidated Statement of Operations.
+Added: stock-based compensation expense of approximately $ 1,440,000 ,
+Added: of which $ 158,000
+Added: has been classified as non-controlling interest in subsidiary, for the three and six months ended June 30, 2026, and is included in
+Added: Sales, general and administrative compensation (inclusive of stock-based compensation) on the accompanying Condensed Consolidated
+Added: Statement of Operations.
Supplemental Cash Flow Information
−Removed: following table summarizes supplemental cash flows for the three months ended March 31, 2026 and 2025:
−Removed: Schedule of Supplemental Cash Flow Information
−Removed: paid for interest
−Removed: investing and financing activities:
−Removed: issued in lieu of cash as payment for legal services
−Removed: Stock-based compensation
+Added: following table summarizes supplemental cash flows for the six months ended June 30, 2026 and 2025:
+Added: of Supplemental Cash Flow Information
+Added: Cash paid for interest
+Added: Non-cash investing and financing activities:
+Added: Fair value adjustment related to convertible bond received from related party
+Added: Conversion of convertible bond investment – related party into equity
+Added: method investment
+Added: Transfer of investment in equity securities to equity method investment
+Added: upon obtaining significant influence
+Added: Issuance of warrants in connection with convertible promissory note from related party
Segment Information
17 unchanged sentences
a result of this CODM realignment, Direct Marketing is no longer a reportable segment and is now reported within Corporate and Other
−Removed: or the year ended December 31, 2025 and the three months ended March 31, 2026.
−Removed: This change did not impact consolidated revenue, consolidated net income (loss), total assets,
−Removed: or cash flows for any period presented;
−Removed: it only impacted the presentation of segment information.
−Removed: Segment information for prior
−Removed: periods presented has been recast to conform to the current-period segment presentation.
−Removed: Our four reporting segments are:
+Added: or the year ended December 31, 2025 and the three and six months ended June 30, 2026.
+Added: This change did not impact consolidated
+Added: revenue, consolidated net income (loss), total assets, or cash flows for any period presented;
+Added: it only impacted the presentation of
+Added: segment information.
+Added: Segment information for prior periods presented has been recast to conform to the current-period segment
+Added: presentation.
+Added: reporting segments are:
(“Premier”) Premier Packaging Corporation provides custom packaging services and serves clients in the
29 unchanged sentences
mutual funds management.
−Removed: information concerning the Company’s operations by reportable segment for the three months ended March 31, 2026 and 2025
−Removed: is as follows.
−Removed: The Company relies on intersegment cooperation and management does no t represent that these segments, if operated independently,
−Removed: would report the results contained herein:
+Added: information concerning the Company’s operations by reportable segment for the six months ended June 30, 2026 and 2025 is as follows.
+Added: The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would
+Added: report the results contained herein:
Schedule of Operations by Reportable Segment
−Removed: Three Months Ended March 31, 2026
+Added: Months Ended June 30, 2026
Biotechnology
−Removed: Cost of Revenue
−Removed: Gross profit (loss)
+Added: profit (loss)
+Added: income (loss)
( 1,171,000 )
−Removed: Operating expense
−Removed: Operating income (loss)
( 3,786,000 )
+Added: income (expense)
( 1,083,000 )
( 1,249,000 )
+Added: income (loss) from operations before taxes
$ ( 984,000 )
−Removed: Other income (expense)
−Removed: Net income (loss) from
−Removed: operations before taxes
$ ( 695,000 )
2 unchanged sentences
$ ( 5,035,000 )
+Added: Months Ended June 30, 2025
+Added: Biotechnology
+Added: profit (loss)
+Added: income (loss)
( 1,191,000 )
−Removed: Three Months Ended March 31, 2025
+Added: ( 3,425,000 )
+Added: income (expense)
+Added: income (loss) from operations before taxes
+Added: $ ( 597,000 )
+Added: $ ( 470,000 )
+Added: $ ( 1,188,000 )
+Added: $ ( 814,000 )
+Added: $ ( 2,607,000 )
+Added: Months Ended June 30, 2026
Biotechnology
−Removed: Cost of revenue
−Removed: Gross profit (loss)
−Removed: Operating expense
−Removed: Operating income (loss)
+Added: profit (loss)
( 1,780,000 )
( 2,118,000 )
+Added: income (loss)
( 2,130,000 )
−Removed: Other income (expense)
( 2,995,000 )
( 2,429,000 )
−Removed: Net income (loss) from
−Removed: operations before taxes
( 1,561,000 )
( 9,274,000 )
+Added: income (expense)
( 2,151,000 )
( 1,988,000 )
+Added: income (loss) from operations before taxes
$ ( 2,189,000 )
$ ( 114,000 )
+Added: $ ( 2,988,000 )
+Added: $ ( 2,259,000 )
+Added: $ ( 3,712,000 )
+Added: $ ( 11,262,000 )
+Added: Months Ended June 30, 2025
+Added: Biotechnology
+Added: profit (loss)
+Added: income (loss)
+Added: ( 1,073,000 )
+Added: ( 2,244,000 )
+Added: ( 1,560,000 )
+Added: ( 1,952,000 )
+Added: ( 7,151,000 )
+Added: income (expense)
+Added: income (loss) from operations before taxes
+Added: $ ( 1,148,000 )
+Added: $ ( 738,000 )
+Added: $ ( 2,198,000 )
+Added: $ ( 2,530,000 )
+Added: $ ( 1,355,000 )
+Added: $ ( 7,969,000 )
following tables disaggregate our business segment revenues by major source:
1 unchanged sentence
Products Revenue Information:
−Removed: ended March 31, 2026
+Added: months ended June 30, 2026
Packaging Printing and Fabrication
Commercial and Security Printing
−Removed: Real Property Rental Income
+Added: Real Property Rental
Printed Products Revenue
−Removed: ended March 31, 2025
+Added: months ended June 30, 2025
Packaging Printing and Fabrication
Commercial and Security Printing
−Removed: Real Property Rental Income
+Added: Real Property Rental
Printed Products Revenue
+Added: months ended June 30, 2026
+Added: Packaging Printing and Fabrication
+Added: Commercial and Security Printing
+Added: Real Property Rental
+Added: Printed Products Revenue
+Added: months ended June 30, 2025
+Added: Packaging Printing and Fabrication
+Added: Commercial and Security Printing
+Added: Real Property Rental
+Added: Printed Products Revenue
Lending Revenue Information:
−Removed: ended March 31, 2026
+Added: months ended June 30, 2026
Net investment
Commercial Lending Revenue
−Removed: ended March 31, 2025
+Added: months ended June 30, 2025
Net Investment
Commercial Lending Revenue
+Added: months ended June 30, 2026
+Added: Net investment
+Added: Commercial Lending Revenue
+Added: months ended June 30, 2025
+Added: Net Investment
+Added: Commercial Lending Revenue
Biotechnology
Revenue Information:
−Removed: ended March 31, 2026
−Removed: Retail internet
+Added: months ended June 30, 2026
+Added: internet sales
Biotechnology Revenue
−Removed: ended March 31, 2025
−Removed: Retail internet
+Added: months ended June 30, 2025
+Added: internet sales
Biotechnology Revenue
−Removed: Securities Revenue Information:
−Removed: ended March 31, 2026
+Added: months ended June 30, 2026
+Added: internet sales
+Added: Biotechnology Revenue
+Added: months ended June 30, 2025
+Added: internet sales
+Added: Biotechnology Revenue
+Added: Revenue Information:
+Added: months ended June 30, 2026
Rental income
1 unchanged sentence
Securities Revenue
−Removed: ended March 31, 2025
+Added: months ended June 30, 2025
Rental income
1 unchanged sentence
Securities Revenue
+Added: months ended June 30, 2026
+Added: Rental income
+Added: Commission income
+Added: Securities Revenue
+Added: months ended June 30, 2025
+Added: Rental income
+Added: Commission income
+Added: Securities Revenue
Related Party Transactions
8 unchanged sentences
Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of
−Removed: The fair value of the marketable security as of March 31, 2026 and December 31, 2025, was approximately $ 2,277,000 and $ 2,467,000 ,
+Added: The fair value of the marketable security as of June 30, 2026 and December 31, 2025, was approximately $ 1,666,000 and $ 2,277,000 ,
respectively.
−Removed: During the three months ended March 31, 2026 and 2025, the Company recorded unrealized loss of approximately $ 0 and $ 241,000 ,
+Added: During the six months ended June 30, 2026 and 2025, the Company recorded unrealized loss of approximately $ 610,000 and
$ 420,000 , respectively.
3 unchanged sentences
a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability
−Removed: company (“BMIC LLC”) whereas DSS Securities, Inc.
−Removed: purchased 14.9 % membership interests in BMIC LLC for $ 100,000 .
−Removed: DSS Securities
−Removed: also had the option to purchase an additional 10 % of the outstanding membership interest which it exercised for $ 100,000 in January of
+Added: company (“BMIC”) whereas DSS Securities, Inc.
+Added: purchased 14.9 % membership interests in BMIC for $ 100,000 .
+Added: DSS Securities also
+Added: had the option to purchase an additional 10 % of the outstanding membership interest which it exercised for $ 100,000 in January of 2021
and increased its ownership to 24.9 %.
−Removed: Upon achieving greater than 20 % ownership in BMIC LLC during the quarter ended September 30,
−Removed: 2021, the Company is currently accounting for this investment under the equity method of accounting per ASC 323 The Company’s portion
−Removed: of net gain in BMIC during the three months ended March 31, 2026 was approximately $ 4,000 and a net loss for the three months ended March
−Removed: 31, 2025, of approximately $ 3,000 .
−Removed: Company owns 81,836,908 shares or approximately 19.55 % of True Partners
−Removed: Capital Holding Limited (“True Partners”), a publicly listed company on the Hong Kong Stock Exchange.
−Removed: On February 28, 2022,
−Removed: the Company entered into a Stock Purchase Agreement with Alset EHome International Inc.
−Removed: (“AEI”), pursuant to which AEI has
−Removed: agreed to sell a subsidiary holding 62,336,908 shares of stock of True Partner Capital Holding Limited exchange for 17,570,948 shares
−Removed: of common stock of the Company (the “DSS Shares”).
−Removed: The Company’s Executive Chairman and a significant stockholder, Heng
−Removed: Fai Ambrose Chan is the Chairman, Chief Executive Officer and largest shareholder of AEI.
−Removed: Further, on February 20, 2025, the Company acquired
−Removed: an additional 19,500,000 shares of True Partners.
−Removed: The fair value of the marketable security as of March 31, 2026 and December 31, 2025,
−Removed: was approximately $ 3,600,000 and $ 4,206,000 , respectively.
−Removed: On March 27, 2026, the Company acquired or received a convertible bond investment
−Removed: issued by True Partners with an initial recorded value of approximately $ 2,450,000 (see Note 6).
−Removed: During the three months ended March 31,
−Removed: 2026, in connection with the Company’s additional investment in True Partners through the convertible bond and the election of Mr.
−Removed: Chan to the board of directors of True Partners, the Company determined that it has the ability to exercise significant influence over
−Removed: True Partners.
−Removed: Accordingly, beginning on March 27, 2026, the Company began accounting for its investment in True Partners under the equity
−Removed: method of accounting.
−Removed: As a result of the change to equity method accounting, the Company reclassified its investment in True Partners
−Removed: from Investment in equity securities to Investment, equity method on the consolidated balance sheet.
−Removed: As of March 31, 2026, the carrying
−Removed: value of the Company’s investment in True Partners, was approximately $ 3,600,000 .
−Removed: Prior to the ability to exercise significant influence,
−Removed: the Company recognized an unrealized loss of approximately $ 606,000 during the three months ended March 31, 2026 related to the change
−Removed: in fair value of the True Partners marketable equity securities.
−Removed: During the three months ended March 31, 2025, the Company recognized
−Removed: an unrealized loss of approximately $ 902,000 related to the investment.
+Added: The Company is currently accounting for this investment under the equity method of accounting per
+Added: The Company’s portion of net loss in BMIC during the six months ended June 30, 2026 and 2025, approximated $ 13,000 and
+Added: $ 5,000 , respectively.
+Added: BMIC is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry
+Added: Regulatory Authority, Inc.
+Added: (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”).
+Added: The Company’s chairman of the board and another independent board member of the Company also have ownership interest in BMIC.
Capital International LLC.
−Removed: (“BMIC LLC”), a related party, entered into a promissory note (“Note 4”) in the principal
−Removed: sum of $ 100,000 with interest of 8 %, is due in three quarterly installments beginning on September 14, 2022.
−Removed: All unpaid principal and
−Removed: interest was due on August 29, 2025 .
−Removed: The outstanding principal and interest at March 30,2026 and December 31, 2025 approximated $ 86,000 ,
−Removed: and was fully reserved for as of March 31, 2026 and December 31, 2025.
+Added: (“BMIC LLC”), a related party, entered into a promissory note (“BMIC Note 1”) in the
+Added: principal sum of $ 100,000 with interest of 8 %, is due in three quarterly installments beginning on September 14, 2022.
+Added: All unpaid principal
+Added: and interest was due on August 29, 2025 .
+Added: The outstanding principal and interest at June 30, 2026 and December 31, 2025 approximated $ 86,000
+Added: and was fully reserved for as of June 30, 2026 and December 31, 2025.
DSS owns 24.9 % of the outstanding common shares of BMIC LLC.
−Removed: May 8, 2023, DSS Financial Management Inc and BMIC LLC entered into a promissory note (“Note 5”) in the principal sum of
−Removed: $ 102,000 with interest at the prime rate plus 2 % with a maturity date of May 7, 2026 .
−Removed: The outstanding principal and interest at March
−Removed: 31, 2026, and December 31, 2025 approximated $ 110,000 , and was fully reserved for as of March 31, 2026 and December 31, 2025.
+Added: May 8, 2023, DSS Financial Management Inc and BMIC LLC entered into a promissory note (“BMIC Note 2”) in the principal sum
+Added: of $ 102,000 with interest at the prime rate plus 2 % with a maturity date of May 7, 2026.
+Added: The outstanding principal and interest at June
+Added: 30, 2026, and December 31, 2025 approximated $ 110,000 , and was fully reserved for as of June 30, 2026 and December 31, 2025.
24.9 % of the outstanding common shares of BMIC LLC.
4 unchanged sentences
principal and interest is due July 26, 2025.
−Removed: The outstanding principal and interest as of March 31, 2026 and December 31, 2025 approximates
−Removed: This note was fully reserved for as of March 31, 2026 and December 31, 2025.
+Added: The outstanding principal and interest as of June 30, 2026 and December 31, 2025 approximates
+Added: This note was fully reserved for as of June 30, 2026 and December 31, 2025.
Heng Fai Ambrose Chan, the Chairman of DSS, Inc
is also the on the board of directors of VEII.
−Removed: October 13, 2021, Liquid Value Asset Management Limited (“LVAM”), a majority owned subsidiary of the Company, entered into
−Removed: loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000 , with interest
−Removed: to be charged at a variable rate to be adjusted at the maturity date.
−Removed: The BMIC loan contains an auto renewal period of three months,
−Removed: with a maturity date of April 2026 as of March 31, 2026 .
−Removed: The BMIC Loan was automatically extended to January 2026.
−Removed: As of March 31, 2026,
−Removed: and December 31, 2025, the outstanding principal and interest of approximately $ 33,000 and $ 33,000 , respectively, are included in Current
−Removed: portion of long-term debt – related party, net on the consolidated balance sheet.
+Added: October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal
+Added: amount of $ 3,000,000 , with interest to be charged at a variable rate to be adjusted at the maturity date.
+Added: The BMIC loan contains an auto
+Added: renewal period of three months, with a current maturity date of July 2026 .
+Added: As of June 30, 2026, and December 31, 2025, the outstanding
+Added: principal and interest of approximately $ 33,000 and $ 33,000 , respectively, are included in Current portion of long-term debt –
+Added: related party, net on the consolidated balance sheet.
October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM
borrowed the principal amount of $ 3,000,000 , with interest to be charged at a variable rate to be calculated at the maturity date.
−Removed: Wilson Loan contains an auto renewal period of three months, with a maturity date of April 2026 as of March 31, 2026 .
−Removed: The Wilson Loan
−Removed: was automatically extended to January 2026.
−Removed: As of March 31, 2026, and December 31, 2025, the outstanding principal and interest of approximately
−Removed: $ 145,000 and $ 145,000 , respectively, are included in Current portion of long-term debt – related party, net on the consolidated
−Removed: balance sheet.
−Removed: February 6, 2025, as a bonus for compensation awarded to Heng Fai Holdings Limited (“HFHL”), a Hong Kong Company, which is
−Removed: beneficially owned by Mr.
−Removed: Heng Fai Ambrose Chan, Director of DSS, Inc., and pursuant to DSS, Inc’s.
−Removed: 2020 Employee, Director and
−Removed: Consultant Equity Incentive Plan (the “Plan”), HFHL was awarded 1,000,000 shares of the Company’s common stock under
−Removed: the Plan, for services rendered.
−Removed: The issuance was approved by the board of directors on January 31, 2025.
+Added: Wilson Loan matures on October 12, 2022, and contains an auto renewal period of three months with a current maturity date of July 2026 .
+Added: As of June 30, 2026, and December 31, 2025, the outstanding principal and interest of approximately $ 145,000 and $ 145,000 , respectively,
+Added: are included in Current portion of long-term debt – related party, net on the consolidated balance sheet.
August of 2025, DSS issued a $ 500,000 convertible promissory note to Alset, Inc.
18 unchanged sentences
The outstanding principal and interest, approximates $ 529,000 and is included in Current portion of long-term debt, net
−Removed: on the accompanying consolidated balance sheet at March 31, 2026.
+Added: on the accompanying consolidated balance sheet at June 30, 2026.
The outstanding principal and interest, approximates $ 512,000 and is
1 unchanged sentence
Interest expense
−Removed: for the three months ended March 31, 2026 and 2025 approximated $ 8,000 and $ 0 , respectively.
−Removed: February 6, 2025, as a bonus for compensation awarded to Heng Fai Holdings Limited (“HFHL”), a Hong Kong Company, which is
−Removed: beneficially owned by Mr.
−Removed: Heng Fai Ambrose Chan, Director of DSS, Inc., HFHL was awarded 1,000,000 shares of the Company’s common
−Removed: stock, approximating $ 870,000 .
−Removed: The issuance was approved by the board of directors on January 31, 2025.
−Removed: March 21, 2025, DSS, the parent company of Impact Biomedical, Inc.
−Removed: completed the sale of 499,800 shares of Impact Biomedical common stock.
−Removed: These shares were acquired by DSS during Impact’s initial public offering on September 16, 2024.
−Removed: The sale of these shares, which
−Removed: were previously held by DSS as part of its ownership interest in Impact, was completed for a total value of $ 1,500,000 , which represents
−Removed: the consideration received from the transaction.
−Removed: With this sale, the shares are now publicly held and are no longer held by DSS.
−Removed: April 4, 2025, DSS, the parent company of Impact Biomedical, Inc.
−Removed: completed the sale of 890,800 shares of Impact Biomedical common stock.
−Removed: The sale of these shares, which were previously held by DSS as part of its ownership interest in Impact, was completed for a total approximate
−Removed: value of $ 845,000 , which represents the consideration received from the transaction.
−Removed: With this sale, the shares are now publicly held
−Removed: and are no longer held by DSS.
−Removed: May 22, 2025, DSS, the parent company of Impact Biomedical, Inc.
−Removed: completed the sale of 115,600 shares of Impact Biomedical common stock.
−Removed: The sale of these shares, which were previously held by DSS as part of its ownership interest in Impact, was completed for a total approximate
−Removed: value of $ 63,000 , which represents the consideration received from the transaction.
−Removed: With this sale, the shares are now publicly held
−Removed: and are no longer held by DSS.
−Removed: May 23, 2025, DSS, the parent company of Impact Biomedical, completed the sale of 45,400 shares of Impact Biomedical common stock.
−Removed: sale of these shares, which were previously held by DSS as part of its ownership interest in Impact, was completed for a total approximate
−Removed: value of $ 24,000 , which represents the consideration received from the transaction.
−Removed: With this sale, the shares are now publicly held
−Removed: and are no longer held by DSS.
−Removed: March 26, 2026, Alset International Limited (“AIL”), a majority-owned subsidiary of Alset Inc.
−Removed: (the “Company”)
−Removed: entered into a securities purchase agreement (the “SPA”) with DSS pursuant to which AIL will loan DSS $ 2,450,000 , in exchange
−Removed: for a convertible promissory note (the “Note”) and warrants to purchase 16,554,055 shares of DSS common stock (the “Warrants”).
−Removed: The Note, SPA, and Warrants are collectively referred to herein as the “Transaction Documents.” The Note will bear a simple
−Removed: interest rate of 3 % per annum.
−Removed: Under the terms of the Note, AIL may convert any outstanding principal and interest into shares of DSS
−Removed: common stock at $ 0.74 per share upon notice prior to maturity of the Note five ( 5 ) years from the date of thereof.
−Removed: The Warrants to be
−Removed: issued to AIL are to purchase up to 16,554,055 shares of DSS common stock at an exercise price of $ 0.93 per share.
−Removed: The Warrants expire
−Removed: on their fifth anniversary.
−Removed: 2026, the Company received a convertible bond from True Partners Capital Holding Limited (“True Partners”), a related
−Removed: The bond has a face value of $ 2,450,000 ,
−Removed: bears interest at 3.0 %
−Removed: per annum, matures on March 27, 2028, and is mandatorily convertible at maturity into ordinary shares of True Partners at HKD $ 0.10
−Removed: True Partners is a related party because the Company holds a significant equity investment in True Partners and has the
−Removed: ability to exercise significant influence through its ownership interest, the convertible bond investment, and the election of the
−Removed: Company’s Executive Chairman and significant stockholder, Heng Fai Ambrose Chan, to True Partners’ board of directors.
−Removed: The Company recorded the bond at its estimated fair value of approximately
−Removed: $ 8,520,000 based on a valuation performed as of March 31, 2026.
−Removed: is classified as a Level 3 fair value measurement because there is no quoted market price for the identical instrument and the valuation
−Removed: uses significant unobservable inputs, including issuer credit risk, expected term, liquidity assumptions, credit spread, and conversion
−Removed: The excess of the bond’s estimated fair value over its stated face amount or consideration transferred was deemed a contribution
−Removed: to capital and recorded as a Fair value adjustment related to convertible bond received from related party within additional paid-in capital,
−Removed: rather than as a gain in earnings.
+Added: for the six months ended June 30, 2026 and 2025 approximated $ 17,000 and $ 0 , respectively.
+Added: March 26, 2026, the Company issued a $ 2,450,000 convertible promissory note to Alset International Limited (“AIL”), a related
+Added: The note bears interest at 3.0 % per annum, matures five years from issuance, and is convertible at any time into shares of the
+Added: Company’s common stock at a conversion price of $ 0.74 per share.
+Added: Interest is payable at maturity either in cash or shares of common
+Added: stock, at the holder’s election.
+Added: The note also contains a most favored nation provision allowing AIL to exchange the note for a
+Added: subsequent convertible instrument issued by the Company if AIL determines that such instrument contains more favorable terms.
+Added: a related party because the Company owns approximately 4% of AIL’s outstanding shares, and the Company’s Chairman is the
+Added: Executive Director, Chief Executive Officer, majority shareholder of AIL, and the largest shareholder of the Company.
+Added: In connection with
+Added: the note, the Company issued AIL a warrant to purchase up to 16,554,055 shares of the Company’s common stock at an exercise price
+Added: of $ 0.93 per share.
+Added: The warrant expires five years from the issuance date.
+Added: The Company evaluated the conversion feature, most favored
+Added: nation provision, and warrant under ASC 815, ASC 815-40, and ASC 480 and concluded that no derivative liability was required.
+Added: The conversion
+Added: feature qualified for the scope exception for instruments indexed to and classified in the Company’s own equity, and the warrant
+Added: was classified as equity because it is share-settled, contains a fixed share limit, does not require net cash settlement, and the Company
+Added: has sufficient authorized and unissued shares to settle the warrant.
+Added: The Company allocated the $2,450,000 proceeds between the convertible note and warrant based on their relative fair values.
+Added: The warrant valuation was determined using a Black-Scholes option-pricing model.
+Added: Significant valuation inputs included the Company’s common stock price of $0.91 per share, exercise price of $0.93 per share, expected term of 5.0 years, risk-free rate of 4.0%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 16,554,055 warrants outstanding.
+Added: Based on these inputs, the calculated warrant value was $0.63 per warrant, resulting in an indicated fair value of $10,368,000.
+Added: The fair value of the convertible note was determined using valuation techniques that considered the contractual note terms, conversion feature, most favored nation provision, Company-specific credit risk, market interest rates, expected volatility, and probability-weighted conversion scenarios.
+Added: The valuation considered two scenarios:
+Added: a no subsequent convertible instrument issuance before expiration scenario, with an indicated value of $3,418,000.
+Added: For purposes of allocating the $2,450,000 proceeds at issuance, the Company used the relative fair values of the warrant and convertible note.
+Added: Accordingly, $1,843,000 was allocated to the warrant and recorded in additional paid-in capital, and $607,000 was allocated to the note.
+Added: The allocation resulted in a debt discount of $1,843,000, which will be amortized to interest expense over the five-year term of the note using the effective interest method.
+Added: As of June 30, 2026, the note had a principal amount of $2,450,000, unamortized debt discount of approximately $1,792,000 and a net carrying amount of approximately $658,000.
+Added: The debt discount is being amortized to interest expense over the five-year contractual term of the note using the effective interest method.
+Added: June 23, 2026, the Company issued a $ 1,000,000 convertible promissory note to Alset, Inc.
+Added: (“Alset”), a related party, and
+Added: received aggregate proceeds of $ 1,000,000 .
+Added: The note bears interest at 3.0 % per annum, calculated based on the actual number of days elapsed
+Added: over a 360-day year, is payable on demand by Alset, and otherwise matures on June 23, 2031 .
+Added: The outstanding principal and accrued interest
+Added: are convertible into shares of the Company’s common stock at a conversion price of $ 0.45 per share, subject to required stockholder
+Added: approval and customary anti-dilution adjustments.
+Added: Interest is payable at maturity either in cash or shares of common stock, at the holder’s
+Added: Beginning June 23, 2027, the Company may redeem all or a portion of the outstanding principal without penalty.
+Added: Alset is a related
+Added: party due to common control and overlapping directors and officers, and the transaction is disclosed in accordance with ASC 850-10-50.
+Added: In connection with the note, the Company issued Alset warrants to purchase up to 17,777,776 shares of the Company’s common stock
+Added: at an exercise price of $ 0.50 per share.
+Added: The warrants are immediately exercisable and expire on June 23, 2029.
+Added: The Company evaluated
+Added: the conversion feature, holder demand provision, issuer redemption provision, and warrants under ASC 470-20, ASC 815-15, ASC 815-40,
+Added: and ASC 480 and concluded that no derivative liability was required.
+Added: The conversion feature qualified for the scope exception for instruments
+Added: indexed to and classified in the Company’s own equity.
+Added: The holder demand and issuer redemption provisions were determined to be
+Added: clearly and closely related to the debt host.
+Added: The warrants were classified as equity because they are share-settled, have a fixed exercise
+Added: price and fixed share limit, do not require net cash settlement, and the Company has sufficient authorized and unissued shares to settle
+Added: the warrants.
+Added: Accordingly, the warrants were recorded in additional paid-in capital and are not subsequently remeasured while they continue
+Added: to qualify for equity classification.
+Added: The Company allocated the $1,000,000 of proceeds between the convertible note and warrants based on their relative fair values in accordance with ASC 470-20-30-1 and ASC 470-20-30-2.
+Added: The warrant valuation was determined using a Black-Scholes option-pricing model.
+Added: Significant valuation inputs included the Company’s common stock price of $0.61 per share, exercise price of $0.50 per share, expected term of 3.0 years, risk-free interest rate of 4.2%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 17,777,776 warrants outstanding.
+Added: Based on these inputs, the calculated warrant value was $0.37 per warrant, resulting in an indicated fair value of $6,651,000.
+Added: The fair value of the convertible note at issuance was determined using a binomial lattice model that considered the contractual note terms, conversion feature, Company-specific credit risk, market interest rates, expected volatility, and the Company’s redemption right.
+Added: Significant valuation inputs included the Company’s common stock price of $0.61 per share, conversion price of $0.45 per share, contractual term of 5.0 years, risk-free interest rate of 4.2%, selected volatility of 85.0%, and discount rate of 13.25%.
+Added: Based on these inputs, the indicated fair value of the convertible note at issuance was $1,531,000.
+Added: For purposes of allocating the $1,000,000 of proceeds at issuance, the Company used the relative fair values of the warrants and convertible note.
+Added: Accordingly, $813,000 was allocated to the warrants and recorded in additional paid-in capital, and $187,000 was allocated to the note.
+Added: The allocation resulted in an initial debt discount of $813,000, which is being amortized to interest expense over the five-year contractual term of the note using the effective interest method.
+Added: As of June 30, 2026, the note had a principal amount of $1,000,000, an unamortized debt discount of approximately $812,000, and a net carrying amount of approximately $188,000.
+Added: The estimated fair value of the note as of June 30, 2026 was $ 1,495,000 .
Subsequent Events
−Removed: Company has evaluated all subsequent events and transactions through May 15, 2026 the date that the condensed consolidated financial
−Removed: statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than
−Removed: On April 29, 2026,
−Removed: True Partner International Limited, a subsidiary of DSS, delivered a conversion notice to True Partner Capital Holding Limited to convert the full outstanding
−Removed: principal amount of its $ 2,450,000 , 3 % convertible bonds.
−Removed: Pursuant to the notice, the bonds were converted at a conversion price of
−Removed: HK$ 0.10 per share, resulting in the issuance of 190,683,500 ordinary shares.
−Removed: Accrued interest of approximately $ 6,000 remained payable in cash and was not converted
−Removed: At conversion, the Company owns approximately 45% of the issued and outstanding shares of True Partner Capital.
+Added: Company has evaluated all subsequent events and transactions through August 14, 2026 the date that the condensed consolidated financial
+Added: statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.