What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 564 added, 369 removed, 914 unchanged (51% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Inventory, net

Marketable securities

Assets held for sale

Current portion of notes receivable

Current portion of notes receivable - related party

Current portion of notes receivable, net

Current portion of notes receivable - related party, net

Current portion of notes receivable

2 unchanged sentences

Property, plant and equipment, net

Investments in real estate, net

Other investments

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zero on December 31, 2024).

Common stock, $ .02 par value;

200,000,000 shares authorized, 9,092,518 shares issued and outstanding ( 8,092,518 on December 31, 2024)

Common stock, $ .02

shares authorized, 9,092,518

shares issued and outstanding on June 30, 2025 ( 8,092,518

on December 31, 2024)

Additional paid-in capital

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For the Three Months Ended

For the Six Months Ended

Printed products

2 unchanged sentences

Commission revenue

Biotechnology retail sales

Total revenue

6 unchanged sentences

( 4,935,000 )

( 7,151,000 )

( 9,616,000 )

Other income (expense):

1 unchanged sentence

Interest expense

Loss on equity method investment

Loss on investments

Foreign Currency Translation Adjustment

(Loss)/gain on equity method investment

Gain (loss) on investments

Impairment of intangible assets

Provision for loan losses

Loss on sale of real estate

(Loss)/gain on sale

Loss from operations before income taxes

1 unchanged sentence

( 5,142,000 )

Income tax benefit (expense)

( 7,969,000 )

( 10,226,000 )

Income tax benefit

$ ( 2,607,000 )

$ ( 4,954,000 )

$ ( 7,902,000 )

$ ( 10,063,000 )

Loss from operations attributed to noncontrolling interest

2 unchanged sentences

$ ( 4,683,000 )

$ ( 6,929,000 )

$ ( 8,754,000 )

Loss per common share attributable to common stockholders

3 unchanged sentences

Consolidated Statements of Cash Flows

the Three Months Ended March 31,

the Six Months Ended June 30,

Cash flows from operating activities:

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Depreciation and amortization

Stock based compensation

Issuance of common stock for bonus

Stock based payments for professional services

Loss on equity method investment

Loss on investments

Loss on sale of real estate

Stock based payments for professional services rendered

Stock based payments

(Loss)/gain on equity method investment

Loss (gain) on investments

Change in ROU assets

1 unchanged sentence

Accrued interest on notes payable

Provision for loan loss recoveries

Impairment of notes receivable

Loss (Gain) on sale of assets

Impairment of intangibles

Provision for loan losses

Decrease (increase) in assets:

5 unchanged sentences

Accrued expenses

Change in ROU liabilities

ROU liabilities

Other liabilities

Net cash used by operating activities

( 1,638,000 )

Net cash provided (used) by operating activities

( 5,574,000 )

2 unchanged sentences

Sale of real estate

Purchase of investment

Purchase of marketable securities

( 1,000,000 )

Purchase of investment

Disposal of property, plant and equipment

Sale of investment, related party

6 unchanged sentences

( 1,269,000 )

Payments on margin loans

( 2,806,000 )

Borrowings of long-term debt

Net cash used by financing activities

Payments on margin loan

( 3,178,000 )

Net cash (used) provided by financing activities

( 12,512,000 )

Net increase (decrease) in cash

( 1,947,000 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents and restricted cash at end of

Cash and cash equivalents at end of period

accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Preferred Stock

Additional Paid-in

Additional Paid-

Non- controlling Interest in

6 unchanged sentences

( 10,063,000 )

Balance, March 30, 2024

Balance, June 30, 2024 (unaudited)

$ 319,963,000

7 unchanged sentences

Issuance of common stock for bonus

Stock based payments for professional services rendered

Stock based payments for professional services rendered for Impact Bio

Stock based payments

2 unchanged sentences

( 7,902,000 )

Balance, March 31, 2025

Balance, June 30, 2025 (unaudited)

$ 325,488,000

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TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation and Significant Accounting Policies

Nature of Operations

Company, incorporated in the state of New York in May 1984 has conducted business in the name of DSS, Inc.

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among other things, nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments, unless

otherwise indicated) necessary to present fairly our consolidated financial position as of March 31, 2025 and December 31, 2024, and

the results of our consolidated operations for the interim periods presented.

We follow the same accounting policies when preparing quarterly

financial data as we use for preparing annual data.

These statements should be read in conjunction with the consolidated financial statements

and the notes included in our latest annual report on Form 10-K, for the fiscal year ended December 31, 2024 (“Form 10-K/A”),

and our other reports on file with the Securities and Exchange Commission (the “SEC”).

Basis of Presentation

and Significant Accounting Policies

of Presentation - The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal

recurring adjustments, unless otherwise indicated) necessary to present fairly our consolidated financial position as of June 30, 2025

and December 31, 2024, and the results of our consolidated operations for the interim periods presented.

We follow the same accounting

policies when preparing quarterly financial data as we use for preparing annual data.

These statements should be read in conjunction

with the consolidated financial statements and the notes included in our latest annual report on Form 10-K, for the fiscal year ended

December 31, 2024 (“Form 10-K”), and our other reports on file with the Securities and Exchange Commission (the “SEC”).

of Consolidation - The consolidated financial statements include the accounts of DSS, Inc.

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Reclassifications

Cost associated with Professional fees approximating $ 133,000 for the three months ended March 31, 2024 have been reclassified to

Research and development to conform with current period presentation.

- Cost associated with Professional fees approximating $ 121,000 and $ 254,000 for the three and six months ended June 30, 2024,

respectively have been reclassified to Research and development to conform with current period presentation.

prior period financial statements - During the second quarter of 2025, the Company identified and corrected an immaterial classification

error in our previously reported consolidated balance sheet as of December 31, 2024.

correction of this error between current and non-current assets resulted in an increase in the current asset line item referred to as

“Marketable securities” and a decrease in the noncurrent line-item referred to as “Marketable securities” by

$2.8 million, respectively, from the previously reported amounts of $0 to $2.8 million, and $9.21 million to $6.3 million, respectively .

The Company assessed the materiality of this change in presentation on prior period financial statements in accordance with SEC Staff

Accounting Bulletin No.

99, “Materiality,” (ASC Topic 250, Accounting Changes and Error Corrections).

Based on this assessment,

the Company concluded that this classification error correction in its Balance Sheet is not material to any previously presented financial

statements based upon overall considerations of both quantitative and qualitative factors.

The correction had no effect on any previously

reported amounts in our consolidated financial statements as of and for the year ended December 31, 2024 other than those previously

Equivalents – All highly liquid investments with maturities of three months or less at the date of purchase are classified

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adjusted costs approximate fair value.

Accounts/Rents

Receivable - The Company extends credit to its customers in the normal course of business.

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abilities to pay.

March 31, 2025, December 31, 2024, and January 1, 2024 the Company established a reserve for credit losses of approximately $ 1,013,000 ,

June 30, 2025, December 31, 2024, the Company established a reserve for credit losses of approximately $ 1,014,000 ,

$ 1,613,000 ,

and $ 2,494,000 , respectively.

Accounts receivable, net at March 31, 2025, December 31, 2024, and January 1, 2024 was $ 2,627,000 , $ 3,068,000 , and

respectively.

Accounts receivable, net at June 30, 2025, December 31, 2024, and January 1, 2024 was $ 2,688,000 ,

$ 3,068,000 ,

and $ 3,994,000 ,

respectively.

The Company does not accrue interest on past due accounts receivable.

Concentration

of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured

The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial

institutions.

As of March 31, 2025, one customer accounted for approximately 30 %

of our consolidated revenue and two customers accounted for approximately 35 %

of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits.

The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial institutions.

of June 30, 2025, one customer accounted for approximately 25 % of our consolidated revenue and three customers accounted for approximately

18 %, 15 %, and 11 % of our trade accounts receivable balance.

As of March 31, 2025 one vendor accounted for approximately 13 %

of our cost of revenue.

As of June 30, 2024, one customer accounted for approximately 24 % of our

consolidated revenue and one customer accounted for approximately 39 % of our trade accounts receivable balance.

of December 31, 2024, two customers accounted for approximately 22 % and 13 % of our consolidated revenue and 29 % and 20 % of our trade

accounts receivable balance.

the six months ending June 30, 2025 and 2024, one vendor accounted for approximately 10 % and 12 %, respectively, of our cost of revenue.

receivable, unearned interest, and related recognition - The Company records all future payments of principal and interest on

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with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan.

For Loans And Lease Losses - ASC Topic 326 which requires an allowance for credit losses to be deducted from the amortized cost

basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term

of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect

the collectability of the reported amount.

In estimating expected losses in the loan and lease portfolio, borrower-specific financial

data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period.

Assumptions and

judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine

the borrowers’ abilities to repay obligations.

After the forecast period, the Company utilizes longer-term historical loss experience

to estimate losses over the remaining contractual life of the loans.

At March 31, 2025, December 31, 2024, and January 1, 2024 the Company established a reserve for credit losses of

approximately $ 1,013,000 , $ 1,613,000 , and $ 2,494,000 , respectively.

For Loans Losses - ASC Topic 326 which requires

an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value at

the amount that is expected to be collected over the contractual term of the asset considering relevant information about past events,

current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

In estimating expected

losses in the loan portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable

and supportable forecast period.

Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral

values and other factors used to determine the borrowers’ abilities to repay obligations.

After the forecast period, the Company

utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans.

At June 30, 2025,

December 31, 2024, the Company established a reserve for credit losses of approximately $ 7,670,000 ,

$ 9,406,000 ,

respectively.

– Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are

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An allowance for obsolescence of approximately $ 137,000 and $ 180,000 associated with the inventory at our Premier

subsidiary for March 31, 2025, and December 31, 2024, respectively.

subsidiary for June 30, 2025, and December 31, 2024, respectively.

Write-downs and write-offs are charged to cost of revenue.

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is computed using the straight-line method over the estimated useful lives of the assets.

Depreciation, amortization, cost to maintain and secure the buildings as

well as interest incurred on the loans to procure the real estate are included in Cost of revenue on the accompanying Condensed consolidated

statement of operations.

During 2023, the land and buildings related

to AMRE LifeCare and AMRE Winter Haven were reclassified to Assets held for sale.

During 2024, the land and buildings related to AMRE Shelton were reclassified to Assets held for sale.

held for sale – The Company has several buildings and associated land for sale as of March 31, 2025.

The balance associated

with AMRE LifeCare was approximately $ 24,722,000 , AMRE Shelton was approximately $ 6,322,000 and AMRE Winter Haven was approximately $ 4,396,000 .

Assets - The estimated fair values of

acquired intangibles are generally determined based upon future economic benefits such as earnings and cash flows.

identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives.

Acquired intangible

assets with an indefinite life are not amortized but are reviewed for impairment at least annually or more frequently whenever

events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated fair values.

Impairment is tested under ASC 350 No circumstances or events have occurred since the most recent analysis that would indicate the

need for an impairment is needed for the three months ended March 31, 2025.

Depreciation, amortization, cost to maintain

and secure the buildings as well as interest incurred on the loans to procure the real estate are included in Cost of revenue on the

accompanying Condensed consolidated statement of operations.

During 2023, the land and buildings related to AMRE LifeCare and AMRE Winter

Haven were reclassified to Assets held for sale.

During 2024, the land and buildings related to AMRE Shelton were reclassified to Assets

held for sale.

As of June 30, 2025, circumstances around the sale of these properties have changed and the Company does not believe

the sale of these properties will be finalized within the 12 months from the filing of these quarterly financial statements and have reclassified

these assets to Investment in real estate, net and will begin to depreciate these assets prospectively.

Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such

as earnings and cash flows.

Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated

useful lives.

Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually

or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated

Impairment is tested under ASC 350.

No circumstances or events have occurred since the most recent analysis that would indicate

the need for an impairment is needed for the six months ended June 30, 2025.

– Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities

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No circumstances or events have occurred since the most recent analysis that would indicate

the need for an impairment is needed for the three months ended March 31, 2025.

the need for an impairment is needed for the six months ended June 30, 2025.

of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and

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the fair value of the asset or asset group to its carrying value.

At June 30, 2025, the Company determined to resign its position as the

registered investment advisor (“RIA”) of the American First Mutual Funds and impaired the related asset acquired at the time

the Company became the RIA in September 2021 in the amount of $ 600,000 .

Combinations - Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations.

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diluted (loss) earnings per share is the same, as the impact of potential common shares is anti-dilutive.

For the three months ended

March 31, 2025 and 2024, there were no potential dilutive instruments issued and outstanding.

For the six months ended June

30, 2025 and 2024, there were no potential dilutive instruments issued and outstanding.

Taxes - The Company recognizes estimated income taxes payable or refundable on income tax returns for the current year and for

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We recognize penalties and accrued interest related to unrecognized tax benefits in income tax expense.

The Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes

Improvements to Accounting for Income Taxes, effective for the fiscal year beginning January 1, 2025.

The Company applied

the updated guidance during the interim period for the quarter ended March 31, 2025, in accordance with the modified retrospective approach.

ASU 2023-09 enhances guidance on income tax accounting, with a focus on tax law changes, the allocation of tax credits, and the treatment

of uncertain tax positions.

Due to the Company’s ongoing operating losses and significant net operating loss (NOL) carry forwards,

the Company does not perform quarterly tax provisions.

As a result, the adoption of ASU 2023-09 did not result in any immediate material

impact on the Company’s consolidated financial statements.

The Company has continued to evaluate its deferred tax asset position,

with the full utilization of its NOL carryforwards remaining dependent on the availability of future taxable income.

Since no taxable

income has been generated, and in light of the continued operating losses, there was no adjustment recorded to retained earnings upon

the adoption of ASU 2023-09.

The Company will continue to monitor its tax positions and NOL utilization, making adjustments to its deferred

tax asset valuation allowance as needed in future periods.

Concern – The accompanying consolidated financial statements have been prepared assuming

that the Company will continue as a going concern.

This basis of accounting contemplates the recovery of our assets and the satisfaction

of liabilities in the normal course of business.

These consolidated financial statements do not include any adjustments to the specific

amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern.

the Company has approximately $ 10.8

million in cash, the Company has incurred operating losses as well as negative

cash flows from operating and investing activities over the past two years.

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.

from its $ 10.8 million in cash as of March 31, 2025, to continue as a going concern, the Company can generate operating cash through the sale of its $ 6.5 million of Marketable Securities.

To continue as a going concern, The Company has also taken steps to sell its real estate holdings assets

of AMRE LifeCare, Winter Haven, and Shelton located in Texas, Pennsylvania, Florida, and Connecticut.

These properties approximate

$ 35.4 million in assets and are identified on the accompanying balance sheet as Held for Sale.

In addition, the Company has taken steps, and

will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels.

Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Accounting for Income Taxes, effective

for the fiscal year beginning January 1, 2025.

The Company applied the updated guidance during the interim period for the quarter ended

March 31, 2025, in accordance with the modified retrospective approach.

ASU 2023-09 enhances guidance on income tax accounting, with

a focus on tax law changes, the allocation of tax credits, and the treatment of uncertain tax positions.

Due to the Company’s ongoing

operating losses and significant net operating loss (NOL) carry forwards, the Company does not perform quarterly tax provisions.

result, the adoption of ASU 2023-09 did not result in any immediate material impact on the Company’s consolidated financial statements.

The Company has continued to evaluate its deferred tax asset position, with the full utilization of its NOL carryforwards remaining dependent

on the availability of future taxable income.

Since no taxable income has been generated, and in light of the continued operating losses,

there was no adjustment recorded to retained earnings upon the adoption of ASU 2023-09.

The Company will continue to monitor its tax

positions and NOL utilization, making adjustments to its deferred tax asset valuation allowance as needed in future periods.

Concern – The accompanying consolidated financial statements have been prepared assuming that the Company will continue

as a going concern.

This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal

course of business.

These consolidated financial statements do not include any adjustments to the specific amounts and classifications

of assets and liabilities, which might be necessary should we be unable to continue as a going concern.

While the Company has approximately

$ 9.4 million in cash, the Company has incurred operating losses as well as negative cash flows from operating and investing activities

over the past two years.

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.

from its $ 9.4 million in

cash as of June 30, 2025, to continue as a going concern, the Company can generate operating cash through the sale of its $ 9.8

million of Marketable Securities.

To continue as a going concern, The Company has also taken steps to sell its real estate holdings

assets of AMRE LifeCare, Winter Haven, and Shelton located in Texas, Pennsylvania, Florida, and Connecticut.

These properties

approximate $ 35.4

million in assets and are identified on the accompanying balance sheet as Investments in real estate, net.

Also, historically, the

Company has been able to obtain equity and/or debt-based financing to meet its working capital needs.

In addition, the Company has

taken steps, and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line

Related Party

Transactions - Transactions with affiliates and other parties that meet the definition of a related party under ASC 850, Related

Party Disclosures are reflected in the accompanying condensed consolidated financial statements.

All related-party balances are recorded

at the exchange amounts established and agreed to by the parties.

All material transaction not in the normal course of business operations

are approved by the Audit Committee of the Board of Directors.

Issued Accounting Pronouncements — The Financial Accounting Standards Board (FASB) issues various Accounting Standards

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Each of these pronouncements, as applicable, has been or will be adopted by the Company.

The Company adopted ASC Topic 280, Segment Reporting , as part of

the updates to the segment reporting requirements under GAAP.

The new guidance requires the identification of operating segments and their

aggregation based on similar economic characteristics, and for those segments to be reported consistent with the internal management reporting

structure used by the chief operating decision maker (CODM).

As a result of this adoption, the Company has assessed its operating segments

and has realigned its segment reporting to more accurately reflect how its management team evaluates performance and makes strategic decisions.

The adoption of Topic 280 did not result in a change to the Company’s segment structure or to the method used to allocate resources

among segments.

Company adopted ASC Topic 280, Segment Reporting , as part of the updates to the segment reporting requirements under GAAP.

new guidance requires the identification of operating segments and their aggregation based on similar economic characteristics, and for

those segments to be reported consistent with the internal management reporting structure used by the chief operating decision maker

As a result of this adoption, the Company has assessed its operating segments and has realigned its segment reporting to more

accurately reflect how its management team evaluates performance and makes strategic decisions.

The adoption of Topic 280 did not result

in a change to the Company’s segment structure or to the method used to allocate resources among segments.

November 2024, the FASB issued ASU No.

2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (“DISE”) .

2024-03 requires disaggregated disclosure of income statement expenses for public business entities.

ASU 2024-03 does

not change the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of certain

expense captions into specified categories in disclosures within the footnotes to the financial statements.

ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities.

ASU 2024-03 does not change

the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of certain expense captions

into specified categories in disclosures within the footnotes to the financial statements.

As revised by ASU No.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU 2024-03 are

effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027,

with early adoption permitted.

With the exception of expanding disclosures to include more granular income statement expense categories,

we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a

2025-01, Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU 2024-03 are effective for fiscal years beginning

after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of

ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole.

Company recognizes its revenue based on when the title passes to the customer or when the service is completed and accepted by the customer.

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of business primarily through internet sales and recognizes revenue as items are shipped.

of March 31, 2025, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater

of June 30, 2025, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater

than one year.

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period of the asset that the Company would have otherwise recognized is one year or less.

Costs of revenue

Costs of revenue includes all direct cost of the Company’s packaging,

commercial and security printing sales, primarily, paper, inks, dies, and other consumables, and direct labor, transportation, amortization,

deprecation, and manufacturing facility costs.

In addition, this category includes all direct costs associated with the manufacturing

and procurement of the products sold in the Company’s Direct Marketing line of business as well as with the Company’s technology

sales, services and licensing including hardware and software that is resold, third-party fees, and fees paid to inventors or others as

a result of technology licenses or settlements, if any.

Cost of revenue for our REIT line of business includes all direct cost associated

with the maintenance and upkeep of the related facilities, depreciation, amortization and the costs to acquire the facilities.

Our Commercial

Lending operating segment has costs of revenue associated with the impairment of notes receivable for those amounts at risk of collection.

Costs of revenue do not include expenses related to product development, integration, and support.

These costs are included in research

and development, which is a component of selling, general and administrative expenses on the consolidated statement of operations.

costs are included in selling, general and administrative.

commissions are expensed as incurred for contracts with an expected duration of one year or less.

There were no sales commissions capitalized

as of March 31, 2025 or March 31, 2024.

as of June 30, 2025 or June 30, 2024.

and Handling Costs

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consisted of the following as of:

Schedule of Inventory

Finished Goods

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May 14, 2021, DSS Pure Air, Inc.

a subsidiary of the Company entered a convertible promissory note (“Note 1”) with

Puradigm, Inc.

a subsidiary of the Company entered a convertible promissory note (“Note 1”) with Puradigm,

(“Puradigm”), a company registered in the state of Texas.

Note 1 has an aggregate principal balance up to $ 5,000,000 ,

$ 5,000,000 ,

to be funded at the request of Puradigm.

Note 1, which incurs interest at a rate of 6.65 %

due quarterly, has a maturity date of May 1, 2023.

1 contains an optional conversion clause that allows the Company to convert all, or a portion of all, into newly issued member units

of Puradigm with the maximum principal amount equal to 18% of the total equity position of Puradigm at conversion.

outstanding principal and interest as of March 31, 2025 and December 31, 2024, approximated $ 5,544,000 .

As of March 31, 2025 and December 31, 2024 and the Company has a reserve of $ 5,544,000

against the principal and interest outstanding.

Note 1, which incurs interest at a rate of 6.65 % due quarterly, had a maturity date of May 1,

Note 1 contains an optional conversion clause that allows the Company to convert all, or a portion of all, into newly issued member

units of Puradigm with the maximum principal amount equal to 18% of the total equity position of Puradigm at conversion.

The outstanding

principal and interest as of June 30, 2025 and December 31, 2024, approximated $ 5,544,000 .

As of June 30, 2025 and December 31, 2024

this note is in default and the Company has a reserve of $ 5,544,000 against the principal and interest outstanding.

September 23, 2021, APB entered into refunding bond anticipatory note (“Note 2”) with Southeast Regional Management District

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and incurs interest at a rate of 5.59 % per annum.

Principal and interest are due in full on September 22, 2022, and later amended to

Principal and interest was due in full on September 22, 2022, and later amended to

extend the maturity date to September 19, 2024 .

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October 25, 2021, APF entered into a loan agreement (“Note 3”) with Asili, LLC.

(“Asili”), a company

registered in the state of Utah.

Note 3 has an initial aggregate principal balance up to $ 1,000,000 ,

to be funded at the request of Asili, with an option to increase the maximum principal borrowing to $ 3,000,000 .

Note 3, which incurs interest at a rate of 8.0 %

with principal and interest due at the maturity date of October

This note contains an optional conversion feature allowing APF to convert the outstanding principal to a 10 %

membership interest.

(“Asili”), a company registered

in the state of Utah.

Note 3 has an initial aggregate principal balance up to $ 1,000,000 , to be funded at the request of Asili, with

an option to increase the maximum principal borrowing to $ 3,000,000 .

Note 3, which incurs interest at a rate of 8.0 % with principal and

interest due at the maturity date of October 25, 2022 .

This note contains an optional conversion feature allowing APF to convert the

outstanding principal to a 10 % membership interest.

APF, as holder of Note 3, has the right to elect one member to the Board of Managers.

This note is in default

and the outstanding principal and interest of approximately $ 884,000

is fully reserved for as of March 31, 2025 and December 31, 2024.

This note is in default and the outstanding principal and interest of approximately $ 884,000 is fully reserved for as of June 30, 2025

and December 31, 2024.

4, related party

December 28, 2021, APF entered into a promissory note (“Note 4”) with WestPark Capital Group, LLC.

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Note 4 has a principal balance of $ 700,000 .

Note 4, which incurs interest at a rate of 12.0 %

with principal and interest due at the maturity date of December

On December 29, 2022, the maturity

date of this note was extended to May

On November 27, 2023, the parties to

Note 4 agreed to modify the payment terms of the note to be monthly payments of $ 50,000

until the outstanding principal and interest are paid in full.

The outstanding principal and interest was paid in full during 2024.

January 24, 2022, APF and an individual entered into a promissory note (“Note 5”) in the principal sum of $ 100,000 with interest

of 6 %, due annually, and maturing in January 2024 .

The outstanding principal and interest at March 31, 2025, and December 31, 2024 approximated

$ 18,000 and $ 17,000 , respectively and is and is included in Current portion of notes receivable on the accompanying consolidate balance

Note 4, which incurs interest at a rate

of 12.0 % with principal and interest due at the maturity date of December 28, 2022 .

On December 29, 2022, the maturity date of this note

was extended to May 31, 2023 .

On November 27, 2023, the parties to Note 4 agreed to modify the payment terms of the note to be monthly

payments of $ 50,000 until the outstanding principal and interest are paid in full.

The outstanding principal and interest was paid in

full during 2024.

January 24, 2022, APF and an individual entered into a promissory note (“Note 5”) in the principal sum of $ 100,000

with interest of 6 %,

due annually, and maturing in January

The outstanding principal and interest at December 31, 2024 approximated $ 17,000

and was included in Current portion of notes receivable on the accompanying consolidate balance sheet.

As of June 30, 2025, the

outstanding principal and interest approximating $ 18,000

were written-off.

March 2, 2022, APF and WUURII Commerce, Inc.

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Under the terms of Note 6, APF at its discretion, may lend up to the 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 quarterly.

The outstanding principal and interest at

March 31, 2025, and December 31, 2024 is $ 465,000

and $ 468,000 ,

respectively.

As of March 31, 2025 the Company has a reserve of $ 234,000 against the principal and interest outstanding.

sum of $ 893,000 with an interest rate of 8 %, and matured in March 2024 and was extended to April 2025, with interest payable quarterly.

The outstanding principal and interest at June 30, 2025, and December 31, 2024 is $ 465,000 and $ 468,000 , respectively.

This loan is currently

in default and terms are currently being re-negotiated.

May 9, 2022, DSS PureAir and Puradigm entered into a promissory note (“Note 7”) in the principal sum of $ 210,000

with interest of 10 %,

is due in three quarterly installments beginning on August 9, 2022, with the first two payment consisting of interest only.

principal and interest are due on February

This loan is currently in default and

terms are currently being re-negotiated.

The outstanding principal and interest at March 31, 2025 and December 31, 2024 approximates

This note was fully reserved for as of March 31, 2025 and December 31, 2024.

in default and as of June 30, 2025 the Company has a reserve of $ 465,000 against the principal and interest outstanding.

May 9, 2022, DSS PureAir and Puradigm entered into a promissory note (“Note 7”) in the principal sum of $ 210,000 with interest

of 10 %, is due in three quarterly installments beginning on August 9, 2022, with the first two payment consisting of interest only.

unpaid principal and interest are due on February 9, 2023 .

This loan is currently in default.

The outstanding principal and interest

at June 30, 2025 and December 31, 2024 approximates $ 224,000 .

This note was fully reserved for as of June 30, 2025 and December 31, 2024.

8, related party

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(“BMIC”), a related party, entered into a promissory

note (“Note 8”) in the principal sum of $ 100,000

with interest of 8 %,

is due in three quarterly installments beginning on September 14, 2022.

note (“Note 8”) in the principal sum of $ 100,000 with interest of 8 %, is due in three quarterly installments beginning on

September 14, 2022.

All unpaid principal and interest is due on August 29, 2025 .

The outstanding principal and interest at March 31, 2025, and December 31, 2024 approximated $ 83,000 ,

and was fully reserved for as of March 31, 2025 and December 31, 2024.

DSS owns 24.9 %

of the outstanding common shares of BMIC.

The outstanding principal and interest at June 30, 2025,

and December 31, 2024 approximated $ 83,000 , and was fully reserved for as of June 30, 2025 and December 31, 2024.

DSS owns 24.9 % of the

outstanding common shares of BMIC.

9, related party

May 8, 2023, DSS Financial Management Inc and BMIC entered into a promissory note (“Note 9”) in the principal sum of $ 102,000

$ 102,000 with

interest at the prime rate plus 2 %

with a maturity date of May

The outstanding principal and

interest at March 31, 2025, and December 31, 2024 approximated $ 110,000 ,

and was fully reserved for as of March 31, 2025 and December 31, 2024.

DSS owns 24.9 %

of the outstanding common shares of BMIC.

with interest at the prime rate plus 2 % with a maturity date of May 7, 2026 .

The outstanding principal and interest at June 30, 2025,

and December 31, 2024 approximated $ 110,000 , and was fully reserved for as of June 30, 2025 and December 31, 2024.

DSS owns 24.9 % of

the outstanding common shares of BMIC.

10, related party

July 26, 2022, APF and VEII, Inc.

(“VEII”) entered into a promissory note (“Note 10”) in the principal sum

of $ 1,000,000 with

interest of 8 %

with all unpaid principal and interest due on July

This note was amended so that all

unpaid principal and interest is due July 26, 2025.

The outstanding principal and interest as of March 31, 2025 and December 31,

2024 approximates $ 930,000 .

This note was fully reserved for as of March 31, 2025 and December 31, 2024.

(“VEII”) entered into a promissory note (“Note 10”) in the principal sum of

$ 1,000,000 with interest of 8 % with all unpaid principal and interest due on July 26, 2024 .

This note was amended so that all unpaid

principal and interest is due July 26, 2025.

The outstanding principal and interest as of June 30, 2025 and December 31, 2024 approximates

This note was fully reserved for as of June 30, 2025 and December 31, 2024.

Heng Fai Ambrose Chan, the Chairman of DSS, Inc

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real property situated in Collier County, Florida.

outstanding principal and interest as of March 31, 2025, and December 31, 2024 was approximately $ 200,000 and $ 201,000 , respectively.

As of March 31, 2025, approximately $ 200,000 is classified in Current notes receivable.

outstanding principal and interest as of June 30, 2025, and December 31, 2024 was approximately $ 200,000 and $ 201,000 , respectively.

As of June 30, 2025, approximately $ 200,000 is classified in Current notes receivable.

As of December 31, 2024, $ 184,000 is classified

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and maturity date of September

The outstanding principal, interest, and associated discount was fully reserved for as of March 31, 2025 and

December 31, 2024.

The outstanding principal, interest, and associated discount was fully reserved for as of December 31, 2024 and

written off as of June 30, 2025

March 31,2023, DSS Biohealth Security, Inc and an individual entered into a promissory note (“Note 13”) in the principal

sum of $ 140,000

and interest rate floating daily to Wall Street Journal Prime rate per annum with the total outstanding principal and interest due

at the maturity date of March

As of March 31, 2025 and December 31, 2024, the outstanding principal and interest approximated $ 135,000 .

This balance was fully reserved for at March 31, 2025 and December 31, 2024.

sum of $ 140,000 and interest rate floating daily to Wall Street Journal Prime rate per annum with the total outstanding principal and

interest due at the maturity date of March 31, 2025 .

As of June 30, 2025 and December 31, 2024, the outstanding principal and interest

approximated $ 135,000 .

This balance was fully reserved for as of June 30, 2025 and December 31, 2024.

August 29, 2024, APF entered into a promissory note (“Note 14”) with WestPark.

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1, 2024, monthly payments of approximately $ 28,000 are due with any unpaid interest and principal due at maturity.

As of March 31, 2025,

the outstanding principal and interest approximates $ 350,000 , of which $ 284,000 is classified as Current notes receivable and the remaining

$ 66,000 is classified as Notes receivable on the accompanying consolidated balance sheet.

As of December 31, 2024, the outstanding principal

and interest approximates $ 450,000 , of which $ 337,000 is classified as Current notes receivable and the remaining $ 113,000 is classified

as Notes receivable on the accompanying consolidated balance sheet.

As of June 30, 2025,

the outstanding principal and interest approximates $ 304,000 , which is classified as Current notes receivable on the accompanying consolidated

balance sheet.

As of December 31, 2024, the outstanding principal and interest approximates $ 450,000 , of which $ 337,000 is classified

as Current notes receivable and the remaining $ 113,000 is classified as Notes receivable on the accompanying consolidated balance sheet.

Financial Instruments

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category as of:

of Cash and Marketable Securities by Significant Investment Category

March 31, 2025

Schedule of Cash and Marketable Securities by Significant Investment Category

June 30, 2025

Restricted Cash

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risk of not collecting amounts owed by customers and records its allowance for credit losses based on the results of this analysis.

of March 31, 2025 and December 31, 2024, we have reviewed the entire loan portfolio as well as all financial assets of the Company for

of June 30, 2025 and December 31, 2024, 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,

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general loan portfolio reserves;

industry portfolio reserves, and specific loan

loss reserves.

For the three months ended March 31, 2025, March 31, 2024 and year ended December 31, 2024, the Company recorded a

Loan loss reserve of approximately $ 0 , $ 249,000

and $ 9,406,000 ,

respectively.

industry portfolio reserves, and specific loan loss

For the six months ended June 30, 2025, June 30, 2024 and year ended December 31, 2024, the Company recorded a Loan loss reserve

of approximately $ 233,000 , $ 346,000 and $ 9,406,000 , respectively.

Loan Portfolio Reserve - Based upon the review of our loan portfolio, we do not believe that a substantial general loan portfolio

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However, we do recognize that some inherent risks are in all loan portfolios, thus we recorded a general

contingent portfolio reserve of $ 196,000 and $ 196,000 of the loan portfolio loan balance as of March 31, 2025 and December 31, 2024,

respectively.

contingent portfolio reserve of $ 192,000 and $ 196,000 of the loan portfolio loan balance as of June 30, 2025 and December 31, 2024, respectively.

Portfolio Reserves - Given the relatively young loan portfolio and a diversification of the portfolio over several different loan

products, the risk is reduced.

Accordingly, we have not recorded a discretionary reserve as of March 31, 2025 and December 31, 2024.

Loan Reserves - Previously, we had identified credit weaknesses and borrower repayment weakness with Asili, which has a current principal

and interest balance of $ 884,000 and have recorded a loan loss reserve for the full balance due the Company as of December 31, 2024.

The Company had also previously identified credit weakness in Puradigm and has placed a reserve approximating $ 5,768,000 against the

outstanding principal and interest as of December 31, 2024 of their two loans.

Previously, the Company identified credit weakness in

Stemtech and has placed a reserve approximating $ 1,045,000 against the outstanding principal and interest as of December 31, 2024.

the first quarter of 2024, the Company identified credit weakness in VEII and an individual and has placed a reserve approximating $ 959,000

Accordingly, we have not recorded a discretionary reserve as of June 30, 2025 and December 31, 2024.

Loan Reserves - Previously, we had identified credit weaknesses and borrower repayment weakness with Asili, which has a current

principal and interest balance of $ 884,000

and have recorded a loan loss reserve for the full balance due the Company as of December 31, 2024.

The Company had also previously

identified credit weakness in Puradigm and has placed a reserve approximating $ 5,768,000

against the outstanding principal and interest as of December 31, 2024 of their two loans.

Previously, the Company identified credit

weakness in Stemtech and has placed a reserve approximating $ 1,045,000

against the outstanding principal and interest as of December 31, 2024.

During the first quarter of 2024, the Company identified

credit weakness in VEII and an individual and has placed a reserve approximating $ 959,000

against the outstanding principal and interest as of March 31, 2024.

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Also, during the first

quarter of 2024, the Company identified credit weakness in BMIC, a related party, and has placed a reserve approximating $ 211,000 against

the outstanding principal and interest as of March 31, 2024, later adjusted to $ 196,000 as of September 30, 2024.

The Company identified

credit weakness with WUURII and has placed a $ 234,000 reserve against the outstanding principal and interest as of December 31, 2024.

The Company has also identified credit weakness with an individual and has placed a $ 135,000 reserve against the outstanding principal

and interest as of December 31, 2024.

No additional reserves were deemed necessary as of March 31, 2025.

quarter of 2024, the Company identified credit weakness in BMIC, a related party, and has placed a reserve approximating $ 211,000

against the outstanding principal and interest as of March 31, 2024, later adjusted to $ 196,000

as of September 30, 2024.

The Company identified credit weakness with WUURII and has placed a $ 234,000

reserve against the outstanding principal and interest as of December 31, 2024 and reserved for the remaining outstanding balance of

approximately $ 233,000

as of June 30, 2025.

The Company has also identified credit weakness with an individual and has placed a $ 135,000

reserve against the outstanding principal and interest as of December 31, 2024, and reserved for an approximate $ 17,000

against the outstanding principal and interest for another individual as of June 30, 2025.

additional reserves were deemed necessary as of June 30, 2025.

Disposal of assets

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Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of

The fair value of the marketable security as of March 31, 2025 and December 31, 2024, was approximately $ 2,277,000 and $ 2,518,000 ,

The fair value of the marketable security as of June 30, 2025 and December 31, 2024, was approximately $ 2,098,000 and $ 2,518,000 ,

respectively.

During the three months ended March 31, 2025 and 2024, the Company recorded unrealized loss of approximately $ 241,000 and

During the six months ended June 30, 2025 and 2024, the Company recorded unrealized loss of approximately $ 420,000 and

$ 356,000 , respectively.

Partners Capital Holding Limited

The Company owns 81,836,908 shares of True Partners Capital Holding Limited

(“True Partners”), a publicly listed company on the Hong Kong Stock Exchange.

On February 28, 2022, the Company entered into

a Stock Purchase Agreement with Alset EHome International Inc.

(“AEI”), pursuant to which AEI has agreed to sell a subsidiary

holding 62,336,908 shares of stock of True Partner Capital Holding Limited exchange for 17,570,948 shares of common stock of the Company

(the “DSS Shares”).

The Company’s Executive Chairman and a significant stockholder, Heng Fai Ambrose Chan is the Chairman,

Chief Executive Officer and largest shareholder of AEI.

Further, on February 20, 2025, the Company acquired an additional 19,500,000 shares

of True Partners.

The fair value of the marketable security as of June 30, 2025 and December 31, 2024, was approximately $ 4,689,000 and

$ 3,815,000 , respectively.

During the six months ended June 30, 2025 and 2024, the Company recorded unrealized loss of approximately $ 126,000

and a gain of approximately $ 11,000 , respectively.

Capital Group, LLC.

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This note and stock exchange agreement was finalized during the first quarter 2022 and valued at approximately $ 500,000 and is included

in Investments on the consolidated balance sheet on March 31, 20205 December 31, 2024.

in Investments on the consolidated balance sheet on June 30, 2025 December 31, 2024.

Capital International LLC, related party

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The Company is currently accounting for this investment under the equity method of accounting per

The Company’s portion of net loss in BMIC during the three months ended March 31, 2025 and 2024, approximated $ 3,000 and

The Company’s portion of net loss in BMIC during the three months ended June 30, 2025 and 2024, approximated $ 5,000 and

$ 7,000 , respectively.

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promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers.

This investment was impaired in full at December 31, 2024 as it does not

have a readily determined fair value.

This investment

was impaired in full at December 31, 2024 as it does not have a readily determined fair value.

the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States,

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before the loan closing.

As of March 31, 2025, and December 31, 2024, the outstanding principal on the BOA Note was $ 2,308,000 and $ 2,436,000 ,

As of June 30, 2025, and December 31, 2024, the outstanding principal on the BOA Note was $ 2,179,000 and $ 1,647,000 ,

respectively and had an interest rate of 4.63 %.

As of March 31, 2025, $ 526,000 was included in the Current portion of long-term debt,

As of June 30, 2025, $ 532,000 was included in the Current portion of long-term debt,

net, and the remaining balance of approximately $ 1,783,000 is recorded as Long-term debt.

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in the current portion of long-term debt, net, and the remaining balance of approximately $ 1,916,000 recorded as long-term debt.

BOA Note contains certain covenants that are analyzed annually.

As of March 31, 2025, Premier is in compliance with these covenants.

note matures in April of 2029 .

Interest expense for the six months ended June 30, 2025 and 2024 approximated $ 54,000 and $ 66,000 , respectively.

The BOA Note contains certain covenants that are analyzed annually.

As of June 30, 2025, 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

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intangible assets with an estimated useful life of approximating 3 years.

The net book value of these assets as of March 31, 2025, and

The net book value of these assets as of June 30, 2025, and

December 31, 2024, approximated $ 6,332,000 .

As of March 31, 2025, the outstanding principal and interest of approximately $ 4,376,000 ,

net of $ 21,000 in deferred financing costs, is classified as Current portion of long-term debt on assets held -for-sale, net on the consolidated

As of June 30, 2025, the outstanding principal and interest of approximately $ 4,328,000 ,

net of $ 12,000 in deferred financing costs.

As of June 30, 2025, approximately $ 221,000 is classified as Current portion of long-term

debt on assets held -for-sale, net with the remaining $ 4,107,000 classified as Non-current liabilities held for sale assets on the consolidated

balance sheet.

As of December 31, 2024, the outstanding principal and interest of approximately $ 4,424,000 , net of $ 27,000 in deferred

financing costs, is classified as Current portion of long-term debt on assets held-for-sale, net on the consolidated balance sheet.

Interest expense for the six months ended June 30, 2025 and 2024 approximated $ 93,000 and $ 98,000 , respectively.

December 31, 2024, the outstanding principal and interest of approximately $ 4,424,000 , net of $ 27,000 in deferred financing costs, is

classified as Current portion of long-term debt on assets held-for-sale, net on the consolidated balance sheet.

This agreement matures

in July of 2031.

October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC 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 adjusted at the maturity date.

As of March 31, 2025, and December

31, 2024, the outstanding principal and interest of approximately $ 464,000 and $ 463,000 , respectively, are included in Current portion

of long-term debt – related party, net on the consolidated balance sheet.

The BMIC loan contains an auto

renewal period of three months, with a current maturity date of July 2025.

As of June 30, 2025, and December 31, 2024, the outstanding

principal and interest of approximately $ 464,000 and $ 463,000 , respectively, are included in Current portion of long-term debt –

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.

Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of nine months.

As of March 31, 2025, and December 31, 2024,

the outstanding principal and interest of approximately $ 145,000 and $ 145,000 , respectively, are included in Current portion of long-term

debt – related party, net on the consolidated balance sheet.

Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of three months with a current maturity date of July 2025.

As of March 31, 2025, and December 31, 2024, the outstanding principal and interest of approximately $ 145,000 and $ 145,000 , respectively,

are included in Current portion of long-term debt – related party, net on the consolidated balance sheet.

November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle

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in the value of the property is $ 15,901,000 of intangible assets with estimated useful lives ranging from 1 to 11 years.

value of the assets acquired as of March 31, 2025 is approximately $ 24,722,000 .

value of the assets acquired as of June 30, 2025 is approximately $ 24,722,000 .

The LifeCare Agreement calls for the principal amount

of the in equal, consecutive monthly installments based upon a twenty-five (25) year amortization of the original principal amount of

of the in equal, consecutive monthly instalments based upon a twenty-five (25) year amortization of the original principal amount of

the LifeCare Agreement at an initial rate of interest equal to the interest rate determined in accordance as of July 29, 2022 provided,

however, such rate of interest shall not be less than 4.28 %, with the first such installment being payable on August 29, 2022 and subsequent

installments being payable on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding

however, such rate of interest shall not be less than 4.28 %, with the first such instalment being payable on August 29, 2022 and subsequent

instalments being payable on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding

principal and interest is due in full.

The affective interest rate at March 31, 2025 was 8.6 %.

As of March 31, 2025, and December 31,

2024, the outstanding principal and interest of the LifeCare agreement approximates $ 38,360,000 and $ 46,069,000 , respectively, and is

included in Current portion of long-term debt on assets held-for-sale, net on the consolidated balance sheet.

Interest expense for the

three months ended March 31, 2025 and 2024 approximated $ 867,000 and $ 977,000 , respectively.

This note is in default and demand was made

for final payment to be made by December 22, 2023.

As of March 31, 2025, this amount is past due.

The affective interest rate at June 30, 2025 was 7.9 %.

As of June 30, 2025, and December 31, 2024,

the outstanding principal and interest of the LifeCare agreement approximates $ 39,034,000 and $ 46,069,000 , respectively, and is included

in Current portion of long-term debt on assets held-for-sale, net on the consolidated balance sheet.

Interest expense for the six months

ended June 30, 2025 and 2024 approximated $ 1,572,000 and $ 1,954,000 , respectively.

This note is in default and demand was made for final

payment to be made by December 22, 2023.

As of June 30, 2025, this amount is past due.

March 17, 2022, AMRE Winter Haven, LLC (“AMRE Winter Haven”) and Pinnacle Bank (“Pinnacle”) entered into a term

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Also included in the value of the property is $ 29,000 of intangible assets with an estimated useful life of approximately

The net book value of the assets acquired as of March 31, 2025 is approximately $ 4,396,000 .

The net book value of the assets acquired as of June 30, 2025 is approximately $ 4,396,000 .

Payments are to be made in equal,

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$ 3,051,000 and is included in Current portion of long-term debt on assets held-for-sale, net long-term debt, net on the accompanying

consolidated balance sheet at March 31, 2025.

consolidated balance sheet at June 30, 2025.

The outstanding principal and interest, approximates $ 3,040,000 and is included in Current

portion of long-term debt on assets held-for-sale, net long-term debt, net on the accompanying consolidated balance sheet at December

Interest expense approximates $ 71,000 and $ 38,000 for the three months ended March 31, 2025 and 2024, respectively.

Interest expense approximates $ 142,000 and $ 148,000 for the six months ended June 30, 2025 and 2024, respectively.

was assumed by SMS Financial on August 15, 2024.

This note is in default and demand was made for final payment to be made by December

As of March 31, 2025, this amount is past due.

As of June 30, 2025, 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

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This loan is collateralized by a Bobst Model Novacut and is guaranteed by DSS,

As of March 31, 2025, the outstanding principal and interest approximates $ 575,000 of which $ 125,000 was included in the current

As of June 30, 2025, the outstanding principal and interest approximates $ 544,000 of which $ 127,000 was included in the current

portion of long-term debt, net, and the remaining balance of approximately $ 417,000 recorded as long-term debt.

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net, and the remaining balance of approximately $ 482,000 recorded as long-term debt.

Interest expense for the three months ended March

Interest expense for the six months ended June 30,

2025 and 2024 approximated $ 22,000 and $ 25,000 , respectively.

summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to March 31, 2025, are

summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to June 30, 2025, are

Schedule of Notes Payable and Long-term Debt

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Notes payable - related party

Notes payable - assets held-for-sale

Lease Liability

Company has operating leases predominantly for operating facilities.

As of March 31, 2025, the remaining lease terms on our operating

leases range from less than 1

Renewal options to extend our leases have

not been exercised due to uncertainty.

As of June 30, 2025, the remaining lease terms on our operating

leases range from less than 1 one to nine years .

Renewal options to extend our leases have not been exercised due to uncertainty.

Termination options are not reasonably certain of exercise by the Company.

There is no transfer

of title or option to purchase the leased assets upon expiration.

There is no transfer of title or option to purchase the leased

assets upon expiration.

There are no residual value guarantees or material restrictive covenants.

There are no significant finance leases as of March 31, 2025.

minimum lease payments as of March 31, 2025 are as follows:

There are no significant finance leases

as of June 30, 2025.

minimum lease payments as of June 30, 2025 are as follows:

of Lease Liability:

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Weighted-average discount rate

cash paid for leases during the three months ended March 31, 2025 and 2024 approximated $ 220,000 and $ 220,000 , respectively.

cash paid for leases during the six months ended June 30, 2025 and 2024 approximated $ 440,000 and $ 498,000 , respectively.

Commitments and Contingencies

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costs shall not exceed $ 1,250,000 .

As of March 31, 2025 and December 31, 2024, a liability of $ 0 has been recorded in relation to the

As of June 30, 2025 and December 31, 2024, a liability of $ 0 has been recorded in relation to the

Equivir License .

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by the Company towards patent application and licensing should be reimbursed to the Company before any royalty payments are made.

the three months ended March 31, 2025 and 2024, there were no reimbursements or royalties paid to the Company and the Company cannot

be assured that Chemia’s efforts will end up in any future sales of the technology.

the six months ended June 30, 2025 and 2024, there were no reimbursements or royalties paid to the Company and the Company cannot be

assured that Chemia’s efforts will end up in any future sales of the technology.

Stockholders’ Equity

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2020 Employee, Director and

Consultant Equity Incentive Plan (the “Plan”), HFHL was awarded 1,000,000 shares of the Company’s common stock, approximating $ 870,000 , under

the Plan, for services rendered.

Consultant Equity Incentive Plan (the “Plan”), HFHL was awarded 1,000,000 shares of the Company’s common stock, approximating

$ 870,000 , under the Plan, for services rendered.

The issuance was approved by the board of directors on January 31, 2025.

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These shares were acquired by DSS during Impact’s initial public offering on September 16, 2024.

The sale of these shares, which 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 the

consideration received from the transaction.

The sale of these shares, which

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

the consideration received from the transaction.

With this sale, the shares are now publicly held and are no longer held by DSS.

April 4, 2025, DSS, the parent company of Impact Biomedical, Inc.

completed the sale of 890,800 shares of Impact Biomedical common stock.

These shares were acquired by DSS during Impact’s initial public offering on September 16, 2024.

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 value of $ 845,000 , which

represents the consideration received from the transaction.

With this sale, the shares are now publicly held and are no longer held by

April 4, 2025, DSS, the parent company of Impact Biomedical, Inc.

completed the sale of 115,600 shares of Impact Biomedical common stock.

These shares were acquired by DSS during Impact’s initial public offering on September 16, 2024.

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 value of $ 63,000 , which

represents the consideration received from the transaction.

With this sale, the shares are now publicly held and are no longer held by

Compensation - The Company records stock-based payment expense related to options and warrants based on the grant date fair value

3 unchanged sentences

Such awards include option grants, warrant grants, and restricted stock awards.

During the three months ended March

During the six months ended June 30,

2025 and 2024, there were none .

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with the Company’s IPO, registration of shares associated with its equity incentive plan as well as other related services.

June 30, 2025, the Company issued 100,000 shares of the Company’s common stock as payment of legal fees incurred associated with

the Company’s merger and share exchange agreement with Dr.

Ashleys Limited.

Compensation – The Company records stock-based payment expense related to options and warrants based on the grant date

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The Company record stock based compensation expense of approximately $ 4,000

for the three month and year ended March 31, 2025 and December 31, 2024,

respectively, and is included in Sales, general and administrative compensation (inclusive of stock based compensation) on the accompanying

Statement of Operations.

and $ 19,000 for the six month and year ended June 30, 2025 and the year ended December 31, 2024, respectively, and is included in Sales,

general and administrative compensation (inclusive of stock based compensation) on the accompanying Statement of Operations.

Supplemental Cash Flow Information

following table summarizes supplemental cash flows for the three months ended March 31, 2025 and 2024:

following table summarizes supplemental cash flows for the six months ended June 30, 2025 and 2024:

Schedule of Supplemental Cash Flow Information

Cash paid for interest

Non-cash investing and financing activities:

Shares issued in lieu of bonus cash

Shares issued in lieu of cash as payment for legal services

Stock based compensation

Segment Information

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financial needs of the world Gig Economy.

information concerning the Company’s operations by reportable segment for the three months ended March 31, 2025 and 2024 is as

information concerning the Company’s operations by reportable segment for the three and six months ended June 30, 2025 and 2024

is as follows.

The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently,

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Schedule of Operations by Reportable Segment

Months Ended March 31, 2025

Three Months Ended June 30, 2025

Product Packaging

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Operating expense

Operating loss

Operating income (loss)

( 1,030,000 )

( 3,264,000 )

Other income (expense)

Net income (loss) from continuing operations before taxes

( 1,027,000 )

( 2,607,000 )

Three Months Ended June 30, 2024

Product Packaging

Commercial Lending

Direct Marketing

Biotechnology

Cost of revenue

Gross profit (loss)

( 1,442,000 )

( 1,462,000 )

Operating expense

Operating income (loss)

( 2,440,000 )

( 4,935,000 )

Other income (expense)

Net income (loss) from continuing operations before taxes

( 2,567,000 )

( 1,602,000 )

Net loss from operations before taxes

( 5,142,000 )

Six Months Ended June 30, 2025

Product Packaging

Commercial Lending

Direct Marketing

Biotechnology

Cost of Revenue

Gross profit (loss)

Operating expense

Operating income (loss)

( 1,073,000 )

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( 1,560,000 )

Months Ended March 31,2024

( 1,891,000 )

( 6,990,000 )

Other income (expense)

Net loss from continuing operations

( 1,148,000 )

( 2,037,000 )

( 2,530,000 )

( 1,293,000 )

( 7,969,000 )

Six Months Ended June 30, 2024

Product Packaging

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Operating expense

Operating loss

Operating income (loss)

( 1,292,000 )

( 1,484,000 )

( 4,621,000 )

( 1,511,000 )

( 9,616,000 )

Other income (expense)

Net income (loss) from operations before taxes

Net income (loss) from continuing operations

( 1,367,000 )

1 unchanged sentence

( 4,905,000 )

( 1,498,000 )

( 10,226,000 )

following tables disaggregate our business segment revenues by major source:

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Printed Products Revenue Information:

Three months ended March 31, 2025

Three months ended June 30, 2025

Packaging Printing and Fabrication

Commercial and Security Printing

Real Property Rental Income

Total Printed Products

Three months ended March 31, 2024

Three months ended June 30, 2024

Packaging Printing and Fabrication

Commercial and Security Printing

Real Property Rental Income

Total Printed Products

Six months ended June 30, 2025

Packaging Printing and Fabrication

Commercial and Security Printing

Real Property Rental Income

Total Printed Products

Six months ended June 30, 2024

Packaging Printing and Fabrication

Commercial and Security Printing

Real Property Rental Income

Total Printed Products

Biotechnology

Three months ended March 31, 2025

Three months ended June 30, 2025

Retail internet sales

Total Biotechnology Marketing

Three months ended March 31, 2024

Total Biotechnology

Three months ended June 30, 2024

Retail internet sales

Total Biotechnology

Six months ended June 30, 2025

Retail internet sales

Total Direct Marketing

Six months ended June 30, 2024

Retail internet sales

Total Direct Marketing

Securities Revenue Information

Three months ended March 31, 2025

Three months ended June 30, 2025

Rental income

1 unchanged sentence

Total Rental Income

Three months ended March 31, 2024

Three months ended June 30, 2024

Rental income

1 unchanged sentence

Total Rental Income

Commercial Lending Revenue

Three months ended March 31, 2025

Six months ended June 30, 2025

Rental income

Total Rental Income

Six months ended June 30, 2024

Rental income

Total Rental Income

Commercial Lending Revenue Information:

Three months ended June 30, 2025

Net Investment Income

Total Investment Income

Three months ended March 31, 2024

Three months ended June 30, 2024

Net Investment Income

Total Rental Income

Six months ended June 30, 2025

Net investment income

Total Management fee income

Six months ended June 30, 2024

Net Investment Income

Total Management fee income

Related Party Transactions

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Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of

The fair value of the marketable security as of March 31, 2025 and December 31, 2024, was approximately $ 2,277,000 and $ 2,518,000 ,

The fair value of the marketable security as of June 30, 2025 and December 31, 2024, was approximately $ 2,098,000 and $ 2,518,000 ,

respectively.

During the three months ended March 31, 2025 and 2024, the Company recorded unrealized loss of approximately $ 241,000 and

During the six months ended June 30, 2025 and 2024, the Company recorded unrealized loss of approximately $ 420,000 and

$ 356,000 , respectively.

September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc.

entered into membership interest purchase agreement

with BMI Financial Group, Inc.

a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability

company (“BMIC”) whereas DSS Securities, Inc.

purchased 14.9 % membership interests in BMIC for $ 100,000 .

DSS Securities also

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 %.

The Company is currently accounting for this investment under the equity method of accounting per

The Company’s portion of net loss in BMIC during the three months ended March 31, 2025 and 2024, approximated $ 3,000 and

entered into membership interest purchase

agreement with BMI Financial Group, Inc.

a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas

limited liability company (“BMIC”) whereas DSS Securities, Inc.

purchased 14.9 %

membership interests in BMIC for $ 100,000 .

DSS Securities also 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 %.

The Company is currently accounting for this investment under the equity method of accounting per ASC 323.

The Company’s

portion of net loss in BMIC during the three months ended June 30, 2025 and 2024, approximated $ 5,000

and $ 7,000 ,

respectively.

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Regulatory Authority, Inc.

(“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”).

The Company’s chairman of the board and another independent board member of the Company also have ownership interest in BMIC.

(“FINRA”), and is a member of the Securities Investor Protection Corporation

The Company’s chairman of the board and another independent board member of the Company also have

ownership interest in BMIC.

On February 28, 2022, the Company entered into a Stock Purchase Agreement

with Alset EHome International Inc.

(“AEI”), pursuant to which AEI has agreed to sell a subsidiary holding 62,336,908 shares

of stock of True Partner Capital Holding Limited exchange for 17,570,948 shares of common stock of the Company (the “DSS Shares”).

The Company’s Executive Chairman and a significant stockholder, Heng Fai Ambrose Chan is the Chairman, Chief Executive Officer and

largest shareholder of AEI.

August 29, 2022, DSS Financial Management Inc and BMI Capital, Inc.

(“BMIC”), a related party, entered into a promissory

note (“Note 8”) in the principal sum of $ 100,000 with interest of 8 %, is due in three quarterly installments beginning on

note (“Note 8”) in the principal sum of $ 100,000 with interest of 8 %, is due in three quarterly instalments beginning on

September 14, 2022.

All unpaid principal and interest is due on August 29, 2025 .

The outstanding principal and interest at March 31,

2025, and December 31, 2024 approximated $ 83,000 , and was fully reserved for as of December 31, 2024.

DSS owns 24.9 % of the outstanding

common shares of BMIC.

The outstanding principal and interest at June 30, 2025,

and December 31, 2024 approximated $ 83,000 , and was fully reserved for as of June 30, 2025 and December 31, 2024.

DSS owns 24.9 % of the

outstanding common shares of BMIC.

May 8, 2023, DSS Financial Management Inc and BMIC entered into a promissory note (“Note 9”) in the principal sum of $ 102,000

with interest at the prime rate plus 2 % ( 10.5 % at September 30, 2024 and December 31, 2023) with a maturity date of May 7, 2026 .

outstanding principal and interest at March 31, 2025, and December 31, 2024 approximated $ 110,000 , and was fully reserved for as of December

outstanding principal and interest at June 30, 2025, and December 31, 2024 approximated $ 110,000 , and was fully reserved for as of June

30, 2025 and December 31, 2024.

DSS owns 24.9 % of the outstanding common shares of BMIC.

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principal and interest is due July 26, 2025.

The outstanding principal and interest as of March 31, 2025 and December 31, 2024 approximates

The outstanding principal and interest as of June 30, 2025 and December 31, 2024 approximates

Approximately $ 959,000 of this note was reserved for as of December 31, 2024.

5 unchanged sentences

amount of $ 3,000,000 , with interest to be charged at a variable rate to be adjusted at the maturity date.

As of March 31, 2025, and December

31, 2024, the outstanding principal and interest of approximately $ 464,000 and $ 463,000 , respectively, are included in Current portion

of long-term debt – related party, net on the consolidated balance sheet.

The BMIC loan contains an auto

renewal period of three months, with a current maturity date of July 2025.

As of June 30, 2025, and December 31, 2024, the outstanding

principal and interest of approximately $ 464,000 and $ 463,000 , respectively, are included in Current portion of long-term debt –

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.

Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of nine months.

As of March 31, 2025, and December 31, 2024,

the outstanding principal and interest of approximately $ 145,000 and $ 145,000 , respectively, are included in Current portion of long-term

debt – related party, net on the consolidated balance sheet.

Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of three months with a current maturity date of July 2025.

As of March 31, 2025, and December 31, 2024, the outstanding principal and interest of approximately $ 145,000 and $ 145,000 , respectively,

are included in Current portion of long-term debt – related party, net on the consolidated balance sheet.

February 6, 2025, as a bonus for compensation awarded to Heng Fai Holdings Limited (“HFHL”), a Hong Kong Company, which is

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Subsequent Events

Company has evaluated all subsequent events and transactions through May 15, 2025 the date that the condensed consolidated financial

statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure.

Company has evaluated all subsequent events and transactions through August 14, 2025 the date that the condensed consolidated

financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or

disclosure other than noted below:

On June 21, 2025, Impact BioMedical Inc.

(“Impact”), Dr Ashleys

Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Dr Ashleys Nevada Sub, Inc., a Nevada corporation

and wholly-owned subsidiary of PubCo (“Merger Sub”), Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company limited

by shares (“Dr Ashleys Cayman”), and Kanans Visvanats (a.k.a.

Kannan Vishwanatth), a Latvian national, solely in his capacity

as the sole shareholder of Dr Ashleys (“Dr Ashleys Shareholder”) entered into a Merger and Share Exchange Agreement (the “Merger

Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub shall be

merged with and into Impact with Impact being the surviving entity (the “Merger”), and (ii) simultaneous with or immediately

following the Merger, PubCo shall acquire all of the issued and outstanding ordinary shares of Dr Ashleys Cayman from the Dr Ashleys Shareholder

(the “Share Exchange”).

This transaction is expected to close during the fourth quarter of 2025.

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.

What changed 10-Q

Item 1. Financial Statements