Sec Form 13D Filing - DSS INC. (DSS) filing for SHARING SVCS GLOBAL CORP COM N (SHRG) - 2020-07-31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

SHARING SERVICES GLOBAL CORPORATION

(Name of Issuer)

 

Class A Common Stock, $0.0001 Par Value

(Title of Class of Securities)

 

819536103

(CUSIP Number)

 

Frank D. Heuszel

c/o Document Security Systems, Inc.

200 Canal View Boulevard

Suite 104

Rochester, New York 14623

(585) 325-3610

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 21, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 819536103

 

1	NAMES OF REPORTING PERSON
	Document Security Systems, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) [  ] (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER:
		72,417,593(1)
	8	SHARED VOTING POWER:
	9	SOLE DISPOSITIVE POWER:
		72,417,593(1)
	10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	72,417,593(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	57.44%(2)
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

 

(1)	Includes 10,000,000 warrants to purchase shares of Class A Common Stock at an average exercise price of $0.20.. The Warrants immediately vested and may be exercised at any time commencing on the date of issuance and ending three (3) year from such date. See Item 6 for more details.
(2)	Based on 126,072,386 shares of Class A Common Stock issued and outstanding as of June 30, 2020, as reported on the Issuer’s Annual Report on Form 10-K for the year ended April 30, 2020, and does not include issuances of Class A Common Stock after June 30, 2020, including issuances to the Reporting Person.

 

 

Schedule 13D

 

This Amendment No. 4 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Schedule 13D) filed by Document Security Systems, Inc., a New York corporation (the “Reporting Person”), on April 3, 2020, as amended by Amendment No .1 to the Schedule 13D filed on April 7, 2020, as amended by Amendment No. 2 to the Schedule 13D filed on April 21, 2020, and as amended by Amendment No. 3 to the Schedule 13D filed on June 23, 2020, relating to the beneficial ownership of shares of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”) of Sharing Services Global Corporation, a Nevada Corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 is hereby amended as follows:

 

a)	This statement is being filed by Document Security Systems, Inc., a New York corporation (the “Reporting Person”). The shares covered by this Schedule 13D are held of record by Decentralized Sharing Systems, Inc., a Nevada corporation (“DSSS”), a wholly-owned subsidiary of the Reporting Person, which is controlled by the Reporting Person.
(b)	The address of the principle office of each of the Reporting Person and DSSS is 200 Canal View Boulevard, Suite 104, Rochester, New York 14623.
(c)	Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:   Reporting Person’s principal business is developer and marketer of secure document and product technologies.   The principle business of DSSS, a direct subsidiary of the Reporting Persons, is to provide services to assist companies in the new business model of the peer-to-peer decentralized sharing marketplaces and direct marketing   The information required by instruction C to Schedule 13D with respect to the executive officers and directors of the Reporting Persons set forth below.   Document Security Systems, Inc.   Directors Frank D. Heuszel   Heng Fai Ambrose Chan   Sassuan Lee   Jose Escudero   John Thatch   Lowell Wai Wah   William Wu   Executive Officers Frank D. Heuszel – Chief Executive Officer   Jason Grady – Chief Operating Officer   Decentralized Sharing Systems, Inc.   Directors   Frank D. Heuszel   Jason Grady   Lum Kan Vai (Vincent)   Executive Officers Heng Fai Ambrose Chan – Chief Executive Officer   Frank D. Heuszel – President   Jason Grady – Vice President   Todd D. Macko - Treasurer
(d)	Neither the Reporting Persons nor individuals referenced above in Item 2 have been convicted in a criminal proceeding in the past five years.
(e)	During the last five years, the Reporting Person and individuals referenced above in Item 2 has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Except for Jose Escudero, a citizen of Spain, Sassuan Lee, William Wu, Lowell Wai Wah, and Kum Kan Vai (Vincent), each a citizen of the Republic of China, Hong Kong, and Heng Fai Ambrose Chan, a citizen of Singapore and the Republic of China, Hong Kong, all the individuals listed above are citizens of the United States.

 

 

Item 3. Source and Amount of Funds or Other Considerations

 

Item 3 is hereby amended as follows:

 

As of July 21, 2020, the Reporting Person had purchased via open-market transactions 13,917,593 shares of the Issuer’s Class A Common Stock at an average purchase price of $0.05 per share and purchased 48,500,000 shares of the Issuer’s Class A Common stock in private placements at an average purchase price of $0.08 per share. In addition, on July 23, 2020, the Company purchased 10,000,000 warrants to purchase shares of Class A Common Stock at an average purchase price of $0.20 per share.

 

The total consideration paid by the Reporting Person for such shares was approximately $5,291,000. The source of funds used in making the purchases was the Reporting Person’s working capital.

 

Item 5. Interest in Securities of the Issuer

 

Item5 is hereby amended as follows:

 

(a)	The Reporting Person beneficially owns 32,417,593 shares of Class A Common Stock, which constitutes 57.44% of the shares of Class A Common Stock issued and outstanding as of June 30, 2020, as reported on the Issuer’s Annual Report on Form 10-K for the year ended April 30, 2020, and does not include issuances of Class A Common Stock after June 30, 2020, including issuances to the Reporting Person.
(b)	The Reporting person has the sole power to vote and to dispose of the shares of Class A Common Stock.
(c)	The Reporting Person has affected, within the last sixty (60) days, the following transactions involving the Issuer’s Class A Common Stock:

 

Date of Transaction			Type of Transaction		Number of Shares				Price per Share				How Effected
07/23/2020			Purchase			10,000,000	(1)		$	0.20			Subscription Agreement between Reporting Person and Issuer
07/23/2020			Purchase			30,000,000	(1)		$	0.08			Subscription Agreement between Reporting Person and Issuer
07/21/2020			Purchase			8,000,000			$	0.08			Private purchase from third party
07/21/2020			Purchase			3,000,000			$	0.08			Private purchase from third party
06/19/2020			Purchase			5,000,000			$	0.08			Private purchase from third party
06/04/2020			Purchase			316,169			$	0.07			Open Market
06/03/2020			Purchase			7,000			$	0.07			Open Market

(1) See Item 6

 

(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
(e)	Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended to add the following:

 

On July 23, 2020, Chan Heng Fai Ambrose, the Chairman of the Board of the Reporting Person, assigned a Stock Purchase and Share Subscription Agreement by and between Mr. Chan and the Issuer, pursuant to which the Reporting Person purchased 30,000,000 shares of Class A Common Stock (the “Shares”) and 10,000,000 warrants to purchase Class A Common Stock (the “Warrants” and, collectively, the Shares together with the Warrants, the “Securities”). The Warrants immediately vested and may be exercised at any time commencing on the date of issuance and ending three (3) year from such date. The Securities are also subject to a one (1) year trading restriction pursuant to the terms of a Lock-Up Agreement entered into between Mr. Chan and the Company and assigned to the Reporting Person.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 31, 2020		/s/ Frank D. Heuszel
	Name:	Frank D. Heuszel