* Less than1%.

(1) Includes 1,135,321 shares of the Company’s Common Stock, 76,775 shares of the Company’s Common Stock issuable upon the exercise of currently exercisable stock options, 100,000 shares of the Company’s Common Stock held by Mr. Fagenson’s wife, and an aggregate of 100,000 shares of the Company’s Common Stock held in trusts for Mr. Fagenson’s two adult children, of which Mr. Fagenson is trustee. Mr. Fagenson disclaims beneficial ownership of the 100,000 shares of the Company’s Common Stock held by his wife and the 100,000 shares of the Company’s Common Stock held in trusts for Mr. Fagenson’s two adult children.

(2) Includes 296,187 shares of the Company’s Common Stock, 207,101 shares of the Company’s Common Stock issuable upon exercise of stock options within 60 days of March 31, 2016, and 13,402 shares of the Company’s Common Stock issuable upon exercise of warrants with an exercise price of $4.80. 

(3) Includes 1,019,982 shares of the Company’s Common Stock and 368,343 shares of the Company’s Common Stock issuable upon the exercise of stock options within 60 days of March 31, 2016.

(4) Includes 28,857 shares of the Company’s Common Stock and 116,775 shares of the Company’s Common Stock issuable upon the exercise of stock options within 60 days of March 31, 2016.

(5) Includes 15,000 shares of the Company’s Common Stock and 30,000 shares of the Company’s Common Stock issuable upon exercise of stock options within 60 days of March 31, 2016.

(6) Consists of 927,673 shares of the Company’s Common Stock.

(7) Includes 18,750 shares of the Company’s Common Stock, and 77,870 shares of the Company’s Common Stock issuable upon the exercise of options within 60 days of March 31, 2016. 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

AND RELATED PERSON TRANSACTIONS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the fiscal year ended December 31, 2015, all Reporting Persons were in compliance with the applicable requirements of Section 16(a) of the Exchange Act.

Transactions with Related Persons

During 2015, the Company paid consulting fees of approximately $35,000 to Patrick White, its former CEO, under a consulting agreement. The agreement expired in March 2015, and all payments thereunder ceased at that time.

Review, Approval or Ratification of Transactions with Related Persons

The Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations. The Board has adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. In addition, the Board applies the following standards to such reviews: (i) all related party transactions must be fair and reasonable and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board and (ii) all related party transactions should be authorized, approved or ratified by the affirmative vote of a majority of the directors who have no interest, either directly or indirectly, in any such related party transaction.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

INFORMATION ABOUT THE NOMINEES

The Company’s By-laws, as amended, specify that the number of directors shall be at least three and no more than nine persons, unless otherwise determined by a vote of the majority of the Board of Directors. All of the nominees named below have been nominated by the Company to stand for election as incumbents. Each director of the Company serves for a one-year term (or until the next annual meeting of stockholders) or until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.

Biographical and certain other information concerning the Company’s nominees for election to the Board is set forth below. There are no familial relationships among any of our directors or nominees. Except as indicated below, none of our directors is a director in any other reporting companies. None of our directors has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

BOARD NOMINEES

The principal occupation and business experience for each director nominee, for at least the past five years, is as follows:

Robert B. Fagenson spent the majority of his career at the New York Stock Exchange, where he was Managing Partner of one of the largest specialist firms operating on the exchange trading floor. Having sold his firm and subsequently retired from that business in 2007, he has since been the Chief Executive Officer of Fagenson & Co., Inc., a 50 year old broker dealer that is engaged in institutional brokerage as well as investment banking and money management. On March 1, 2012, Fagenson & Co., Inc. transferred its brokerage operations, accounts and personnel to National Securities Corporation and now operates as a branch office of that firm. On April 4, 2012, Mr. Fagenson was elected Chairman of the Board of National Holdings Corporation which is the parent of National Securities Corporation, a full line broker dealer with offices around the United States. On January 1, 2015, Mr. Fagenson was named Chief Executive Officer of National Holdings Corporation.

During his career as a member of the New York Stock Exchange beginning in 1973, Mr. Fagenson has served as a Governor on the trading floor and was elected to the NYSE Board of Directors in 1993, where he served for six years, eventually becoming Vice Chairman of the Board in 1998 and 1999. He returned to the NYSE Board in 2003 and served as a director until the Board was reconstituted with only non-industry directors in 2004.

Mr. Fagenson has previously served on the boards of a number of public companies and is presently the Non-Executive Chairman of the Board of Directors of Document Security Systems, Inc. He has served as a director of the Company since 2004 and as the Board’s Non-Executive Chairman since 2008. He is also a director of the National Organization of Investment Professionals (NOIP).

In addition to his business related activities, Mr. Fagenson serves as Vice President and a director of New York Services for the Handicapped, Treasurer and director of the Centurion Foundation, Director of the Federal Law Enforcement Officers Association Foundation, Treasurer and director of the New York City Police Museum and as a member of the Board of the Sports and Arts in Schools Foundation. He is a member of the alumni boards of both the Whitman School of Business and the Athletic Department at Syracuse University. He also serves in a voluntary capacity on the boards and committees of many civic, social and community organizations. Mr. Fagenson received his B.S. degree in Transportation Sciences & Finance from Syracuse University in 1970. Mr. Fagenson’s extensive experience as a board member for many public companies and as a corporate executive qualifies him to serve on our board of directors.

Jeffrey Ronaldi has served as the Company’s Chief Executive Officer and director since July 1, 2013. Mr. Ronaldi had previously served as Lexington Technology Group, Inc.’s Chief Executive Officer since November 9, 2012. He also has served since July 2011 as Managing Director at HPR Capital, LLC; since January 2008 he has also served as Managing Partner of CTD Group, LLC and since June 2005, he has served as Managing Director of SSL Services, LLC. From November 2008 to November 2010, he served as Chief Executive Officer at Turtle Bay Technologies, an intellectual property management firm that provides strategic capital, asset management services and guidance for intellectual property owners. Since August 2008, Mr. Ronaldi has provided consulting services to Juridica Investments Ltd., a closed-end investment fund listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Mr. Ronaldi’s experience with Turtle Bay Technologies and management of intellectual property qualifies him to serve on our board of directors.

Robert B. Bzdick joined the Company on February 17, 2010 as Chief Operating Officer after the Company’s acquisition of its wholly-owned subsidiary, Premier Packaging Corporation, for which Mr. Bzdick was the Chief Executive Officer. Mr. Bzdick became a director of the Company in March 2010 and Chief Executive Officer in December 2012. Mr. Bzdick resigned as Chief Executive Officer of the Company and was appointed President of the Company on July 1, 2013. Prior to founding Premier Packaging Corporation in 1989, Mr. Bzdick held positions of Controller, Sales Manager, and General Sales Manager at the Rochester, New York division of Boise Cascade, LLC (later Georgia Pacific Corporation). Mr. Bzdick has over 29 years of experience in manufacturing and operations management in the printing and packaging industry. Mr. Bzdick brings his considerable packaging and printing industry experience to the Company, which qualifies him to serve on our board of directors.

Ira A. Greenstein is President of Genie Energy Ltd., an energy services company. Prior to joining Genie Energy Ltd. in December 2011, Mr. Greenstein served as President of IDT Corporation (NYSE: IDT), a provider of wholesale and retail telecommunications services and continues to serve as counsel to the Chairman. Prior to joining IDT in January 2000, Mr. Greenstein was a partner in the law firm of Morrison & Foerster LLP from February 1997 to November 1999, where he served as the chairman of the firm’s New York Business Department. Concurrent to his tenure at Morrison & Foerster, Mr. Greenstein served as General Counsel and Secretary of Net2Phone, Inc. from January 1999 to November 1999. Prior to 1997, Mr. Greenstein was an associate in the New York and Toronto offices of Skadden, Arps, Meagher & Flom LLP. Mr. Greenstein also served on the Securities Advisory Committee to the Ontario Securities Commission from 1992 through 1996. From 1991 to 1992, Mr. Greenstein served as second counsel to the Ontario Securities Commission. Mr. Greenstein serves on the boards of Ohr Pharmaceutical, Inc., NanoVibronix Inc. and Regal Bank of New Jersey. Mr. Greenstein is a member of the Dean’s Council of the Columbia Law School Center on Corporate Governance. Mr. Greenstein received a B.S. from Cornell University and a J.D. from Columbia University Law School. Mr. Greenstein was appointed to our Board of Directors in September 2004.

Mr. Greenstein provides the Company with significant public company management experience, particularly in regards to legal and corporate governance matters, mergers and acquisitions, and strategic planning. In addition, Mr. Greenstein’s extensive legal experience has provided the Company insights and guidance throughout the Company’s patent litigation initiatives. All of this experience qualifies him to serve on our board of directors.

Warren Hurwitz has served as a director of the Company since July 1, 2013. Mr. Hurwitz has served since March 2005 as a partner of Altitude Capital Partners, a private investment fund that he co-founded that is focused on investing in, enforcing and protecting the rights of intellectual property assets. Prior to Altitude Capital Partners, Mr. Hurwitz was a Senior Vice President at HSBC Capital (USA), the U.S. private equity arm of HSBC Group, from May 2001 through June 2004 and has held various positions within HSBC Markets (USA) Inc. from June 1994 through May 2001. Mr. Hurwitz received his B.A. degree in Economics from the State University of New York at Albany and his MBA from Fordham University. Mr. Hurwitz’s experience with Altitude Capital Partners and the investment, enforcement and protection of intellectual property rights qualify him to serve on our board of directors.

Joseph Sandershas served as a director of the Company since October 1, 2015. Mr. Sanders graduated with a BS in Business Administration and Finance from the University of Southern California and went on to receive an MBA in Finance from Loyola Marymount University. He received his license as a financial advisor in 1981, and then worked as a financial analyst at Hughes Aircraft for two years. Thereafter, between 1983 and 2001, Mr. Sanders served as a financial advisor at Dean Witter, EF Hutton, Shearson Lehman, Bateman Eichler, AG Edwards, Sutro and Morgan Stanley. Since 2001, Mr. Sanders has served as a Registered Investment Advisor with a firm now known as Newport Coast Securities. All of this experience qualifies him to serve on our board of directors.

There are no legal proceedings that have occurred within the past ten years concerning our directors which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL THE NOMINEES DESCRIBED ABOVE.

INFORMATION CONCERNING BOARD OF DIRECTORS

Compensation of Directors

Each independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation of $12,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee meetings. Each independent director is entitled to receive an additional $1,000 for each Board of Director meeting he attends, and an additional $500 for each committee meeting he attends, provided such committee meeting falls on a date other than the date of a full Board of Directors meeting. Each of the independent directors is also eligible to receive discretionary grants of options or restricted stock under the Company’s 2013 Employee, Director and Consultants Equity Incentive Plan. Non-independent members of the Board of Directors do not receive cash compensation in their capacity as directors, except for reimbursement of travel expenses.

Director Compensation

The following table sets forth cash compensation and the value of stock options awards granted to the Company’s non-employee independent directors for their service in 2015:

Board of Directors and Committees

The Company has determined that each of the following directors, Messrs. Hurwitz, Fagenson, Sanders and Greenstein, qualify as independent directors (as defined under Section 803 of the NYSE MKT LLC Company Guide).

In fiscal 2015, each of the Company’s directors attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total number of meetings held by all committees of the Board of Directors during the period in which each such director served on such committee. During the fiscal year ended December 31, 2015, the Board held four meetings and acted by written consent on twelve occasions. The Board’s independent directors met in executive session on one occasion outside the presence of the non-independent directors and management.

Audit Committee

The Company has separately designated an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee held four meetings in 2015. The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of the work of the Company’s independent registered public accounting firm, overseeing the accounting and financial reporting process of the Company, and reviewing related person transactions. The Audit Committee is currently comprised of Robert Fagenson and Warren Hurwitz. It is anticipated that each of Mr. Fagenson and Mr. Hurwitz will be re-appointed to serve as members of the Audit Committee at the Company’s Annual Meeting of Directors. Robert Fagenson is qualified as a “financial expert” as defined in Item 407 under Regulation S-K of the Securities Act of 1933, as amended. Each of the members of the Audit Committee is an independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide). The Audit Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dsssecure.com.

Compensation and Management Resources Committee

 The purpose of the Compensation and Management Resources Committee is to assist the Board in discharging its responsibilities relating to executive compensation, succession planning for the Company’s executive team, and to review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation plans and equity-based plans. The Compensation and Management Resources Committee held two meetings in 2015.

The Compensation and Management Resources Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of the Company and (b) administering the Company’s stock option plans. The Compensation and Management Resources Committee currently consists of Ira Greenstein and Robert Fagenson. Each of the members of the Compensation and Management Resources Committee is an independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide). It is anticipated that Mr. Fagenson and Mr. Greenstein will be re-appointed to serve as members of the Compensation and Management Resources Committee at the Company’s Annual Meeting of Directors. The Compensation and Management Resource Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dsssecure.com.

The duties and responsibilities of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss with management and the Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation and employee benefit policies and programs; no less than annually, review and approve, with respect to the Chief Executive Officer and the other executive officers (a) all elements of compensation, (b) incentive targets, (c) any employment agreements, severance agreements and change in control agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits; make recommendations to the Board with respect to the Company’s major long-term incentive plans, applicable to directors, executives and/or non-executive employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive Officer and other executive officers and (b) an annual pool of awards for other employees with guidelines for the administration and allocation of such awards; recommend to the Board for its approval a succession plan for the Chief Executive Officer, addressing the policies and principles for selecting a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business; review programs created and maintained by management for the development and succession of other executive officers and any other individuals identified by management or the Compensation and Management Resources Committee; review the establishment, amendment and termination of employee benefits plans, review employee benefit plan operations and administration; and any other duties or responsibilities expressly delegated to the Compensation and Management Resources Committee by the Board from time to time relating to the Committee’s purpose.

The Compensation and Management Resources Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation and Management Resources Committee. The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief Executive Officer’s performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources Committee.

The Compensation and Management Resources Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or other executive officer compensation or employee benefit plans, and shall have sole authority to approve the consultant’s fees and other retention terms. The Compensation and Management Resources Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying out its duties and responsibilities, and has the authority to retain and approve the fees and other retention terms for any external experts, advisors or consultants.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for overseeing the appropriate and effective governance of the Company, including, among other things, (a) nominations to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and (b) the development and recommendation of appropriate corporate governance principles. The Nominating and Corporate Governance Committee currently consists of Ira Greenstein and Robert Fagenson, each of whom is an independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide). It is anticipated that Mr. Greenstein and Mr. Fagenson will be re-appointed at the Company’s Annual Meeting of Directors to serve as members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held one meeting in 2015. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dsssecure.com. The Nominating and Corporate Governance Committee adheres to the Company’s By-Laws provisions and Securities and Exchange Commission rules relating to proposals by shareholders when considering director candidates that might be recommended by stockholders, along with the requirements set forth in the committee’s Policy with Regard to Consideration of Candidates Recommended for Election to the Board of Directors, also available on our website. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting qualified candidates for election to the Board of Directors prior to each annual meeting of the Company’s stockholders. In identifying and evaluating nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as well as other factors, such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors. 

Code of Ethics

The Company has adopted a code of Ethics that establishes the standards of ethical conduct applicable to all directors, officers and employees of the Company. A copy of the Code of Ethics covering all of our employees, directors and officers, is available on the Investors/Corporate Governance section of our web site at www.dsssecure.com.

Leadership Structure and Risk Oversight

Currently, the positions of Chief Executive Officer and Chairman of the Board are held by two different individuals. Robert Fagenson currently serves as Chairman of the Board and Jeffrey Ronaldi currently serves as Chief Executive Officer of the Company and as a member of the Board. Although no formal policy currently exists, the Board determined that the separation of these positions would allow our Chief Executive Officer to devote his time to the daily execution of the Company’s business strategies and the Board Chairman to devote his time to the long-term strategic direction of the Company. Our senior management manages the risks facing the Company under the oversight and supervision of the Board. While the full Board is ultimately responsible for risk oversight at our Company, two of our Board committees assist the Board in fulfilling its oversight function in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk in the areas of financial reporting and internal controls. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to risk in the area of corporate governance. Other general business risks such as economic and regulatory risks are monitored by the full Board. While the Board oversees the Company’s risk management, management is responsible for day-to-day oversight of risk management processes.

Compensation Risk Assessment

Our Board considered whether our compensation program encouraged excessive risk taking by employees at the expense of long-term Company value. Based upon its assessment, the Board does not believe that our compensation program encourages excessive or inappropriate risk-taking. The Board believes that the design of our compensation program does not motivate imprudent risk-taking.

DIRECTOR NOMINATIONS

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting qualified candidates for election to the Board of Directors prior to each annual meeting of the Company’s stockholders. A copy of the Nominating and Corporate Governance Committee Charter is available on the Investors/Corporate Governance/Charters section of our web site, www.dsssecure.com. In addition, stockholders who wish to recommend a candidate for election to the Board of Directors must submit a written notice of such recommendation to the Company and strictly comply with all the requirements set forth in the Nominating and Corporate Governance Committee Policy With Regard to Consideration of Candidates Recommended for Election to the Board of Directors, a copy of which is also available on the Investors/Charters section of our web site. The standards for considering nominees to the Board are included in the Corporate Governance Committee Charter. In identifying and evaluating nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as well as other factors, such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors. Any stockholder who desires the Committee to consider one or more candidates for nomination as a director should either by personal delivery or by United States mail, postage prepaid, deliver a written notice of recommendation addressed to: Document Security Systems, Inc., Nominating and Corporate Governance Committee, 200 Canal View Boulevard, Suite 300, Rochester, New York 14623. Each written notice must set forth: (a) the name and address of the stockholder making the recommendation and of the person or persons recommended, (b) a representation that the stockholder is a holder of record of the stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons)Heng Fai Ambrose Chan pursuant to which the nomination or nominations are to be made by the stockholder, (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, (e) the consent of such person(s) to serve as a director(s) of the Company if nominated and elected, and (f) a description of how the person(s) satisfy the criteria for consideration as a candidate referred to above.

COMMUNICATION WITH DIRECTORS

The Company has established procedures for stockholders or other interested parties to communicate directly with the Board of Directors. Such parties can contact the Board of Directors by mail at: Document Security Systems, Inc., Board of Directors, Attention: Robert Fagenson, Chairman of the Board, 200 Canal View Boulevard, Suite 300, Rochester, New York 14623. All communications made by this means will be received by the Chairman of the Board.

AUDIT COMMITTEE REPORT

The following Audit Committee Report shall not be deemed to be “soliciting material,” “filed” with the SEC, or subject to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into any such filings.

The Audit Committee is comprised of two independent directors (as defined under Section 803 of the NYSE MKT LLC Company Guide). The Audit Committee operates under a written charter adopted by the Board of Directors, which can be found in the Investors/Corporate Governance section of our web site, www.dsssecure.com.

We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2015.

We have reviewed and discussed with management and the independent registered public accounting firm the quality and the acceptability of the Company’s financial reporting and internal controls.

We have discussed with the independent registered public accounting firm the overall scope and plans for their audit as well as the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

We have discussed with management and the independent registered public accounting firm such other matters as required to be discussed with the Audit Committee under Professional Standards, the corporate governance standards of the NYSE MKT LLC Exchange and the Audit Committee’s Charter.

We have received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by the Statement on Auditing Standards as adopted by the Public Company Accounting Oversight Board, and have discussed with the independent registered public accounting firm their independence from management and the Company, including the impact of permitted non-audit related services approved by the Committee to be performed by the independent registered public accounting firm.

Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 30, 2016.

Robert Fagenson, Audit Committee Member

Warren Hurwitz, Audit Committee Member

EXECUTIVE OFFICERS

The persons who are serving as Named Executive Officers of the Company as of March 31, 2016 are Jeffrey Ronaldi, Chief Executive Officer, Robert Bzdick, President, and Philip Jones, Chief Financial Officer. The biographies for each of Jeffrey Ronaldi and Robert Bzdick are contained herein in the information disclosures relating to the Company’s nominees for director.

Philip Jones, 47, joined the Company in 2005 as Controller and Principal Accounting Officer and has been the Company’s Chief Financial Officer since May 2009. Mr. Jones also serves as the Company’s Treasurer. Prior to joining the Company, Mr. Jones held financial management positions at Zapata Corporation, a public holding company, and American Fiber Systems, a private telecom company. In addition, Mr. Jones was a CPA at PriceWaterhouseCoopers and Arthur Andersen. Mr. Jones holds a Bachelor’s Degree in Economics from SUNY Geneseo and an MBA from the Rochester Institute of Technology. Mr. Jones is on the board of directors of U-Vend, Inc.

There are no familial relationships among any of our officers or directors. None of our executive officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our executive officers or any associate of any such officer, is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Each executive officer serves at the pleasure of the board of directors.

There are no legal proceedings that have occurred within the past ten years concerning our executive officers which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation earned by persons serving as the Company’s Chief Executive Officer and Chief Financial Officer during 2015, and its other two most highly compensated executive officer who served the Company in 2015, referred to herein collectively as the “Named Executive Officers”, or NEOs, for services rendered to us for the years ended December 31, 2015 and 2014:

EmploymentPROPOSAL 1- ISSUANCE PROPOSAL TO APPROVE THE ISSUANCE OF UP TO 17,570,948 SHARES OF COMMON STOCK OF THE COMPANY IN CONNECTION WITH THE TRUE PARTNER TRANSACTION

Proposal

We are asking our stockholders to approve the issuance of up to 17,570,948 Shares our Common Stock to Alset EHome International, Inc. (“Alset EHome”) pursuant to and Severance Agreementsupon the terms and subject to the conditions set forth in the Stock Purchase Agreement entered into by the Company and Alset EHome on February 28, 2022. (incorporated by reference to exhibit 10.1 to Form 8K dated March 1, 2022).

Pursuant to Stock Purchase Agreement, the Company will purchase a total of 62,122,908 shares of common stock, par value $0.01 (the “True Partner Shares”), of True Partner Capital Holding Limited, a Cayman Islands company ( “True Partner”), from Alset EHome and a subsidiary of Alset EHome (the “True Partner Transaction”).

Upon consummation of the True Partner Transaction (the “True Partner Closing”), in exchange for the True Partners Shares, the Company will issue to Alset EHome, an aggregate of 17,570,948 newly issued shares of the Company’s common stock, par value $0.02 per share (the “DSS-TP Shares”).

About True Partner

True Partner is a Hong Kong and U.S. based fund management group listed on the Hong Kong Stock Exchange with a focus on volatility trading in liquid markets. True Partner and its subsidiaries (together as the “True Partner Group”) manages funds and managed accounts on a discretionary basis using a global volatility relative value trading strategy involving the active trading of liquid exchange listed derivatives (including equity index options, large cap single stock options, as well as futures, exchange traded funds and equities) across major markets (including the U.S., Europe and Asia) and different time zones. The True Partner Group’s trading decisions are supported by our in-house proprietary trading platform (embedded with option pricing and volatility surface models) designed for our specific way of trading and which enables real-time pricing of implied volatilities, quantitative comparisons, risk management as well as speedy execution of trades.

Rationale for the True Partner Transaction

Following the closing of the True Partner Transaction, True Partner will be integrated into DSS Securities, Inc. (“DSS Securities”), a wholly-owned subsidiary of the Company. In addition, the True Partner Transaction, and the integration of True Partner into DSS Securities, will greatly enhance the portfolio of the Finance and Asset Management Division of the Company and will allow the Company’s Securities Division to significantly expand its asset management service and capability.

Stockholder Approval Requirement

Our common stock is listed on the NYSE and, as a result, we are subject to the rules of the NYSE. We believe that the Exchange Offer will result in the issuance of more than 20% of our currently outstanding shares of common stock to a related party. As a result, stockholder approval of the issuance is required by Section 312.03 of the NYSE Listing Company Manual. Section 312.03 of the NYSE Listed Company Manual requires an issuer to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, if (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or securities convertible into or exchangeable for common stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of common stock or securities convertible into or exercisable for common stock.

Stockholder approval of this Proposal No. 1 will constitute stockholder approval for purposes of NYSE Section 312.03.

Effect of the Issuance Proposal No. 1 on Current Stockholders

If the Issuance Proposal No. 1 is adopted, the issuance of such DSS-TP Shares would result in dilution to our stockholders, and would afford our stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company.

Interests of Certain Persons In Matters to be Acted Upon

Mr. Bzdick serves asHeng Fai Ambrose Chan, our director and Executive Chairman, is also Chairman of the Board, Chief Executive Officer, and the largest beneficial owner of the outstanding shares of Alset EHome. As a result, Mr. Chan has an interest in this Proposal 1. Upon the issuance of DSS-TP Shares, Mr. Chan will beneficially own 44,643,664 shares or approximately 43% of the Company’s Presidentcommon stock.

Change of Control of the Company

Currently, Mr. Chan, our Director and Executive Chairman and the Chairman of the Board and Chief Executive Officer of Alset EHome, beneficially owns 27,07,716 or 32% of our outstanding common stock. Pursuant to Proposal 1, the Company will issue 17,570,948 shares of the Company’s common stock to Alset EHome, and pursuant to an employment agreementProposal 2, the Company will issue 21,366,177 shares to Alset International.

Following the issuance of the shares pursuant to both of the Issuance Proposals, Mr. Chan will beneficially own 66,009,841 or approximately 53% of the Company’s outstanding common stock. Accordingly, the transactions described in the Issuance Proposals herein will result in a change of control of the Company.

Stockholder approval of this Proposal No. 1 will constitute stockholder approval for purposes of NYSE Section 312.03. 

Required Stockholder Vote and Recommendation of Our Board of Directors

Proposal 1 requires the affirmative vote of a majority of the shares of our common stock present and in person or by proxy at the Meeting and entitled to vote thereon as of the Record Date, provided that runs until February 10, 2020 (the “Bzdick Employment Agreement”a quorum is present. An abstention is effectively treated as a vote cast against this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THIS PROPOSAL NO. 1.

PROPOSAL NO. 2- ISSUANCE OF UP TO AN AGGREGATE OF 21,366,177 SHARES OF THE COMPANY’S COMMON STOCK TO ALSET INTERNATIONAL LIMITED PURSUANT TO THE AMRE TRANSACTION

Proposal

We are asking our stockholders to approve the issuance of up to 21,366,177 Shares our Common Stock to Alset International Limited (“Alset International”). The Bzdick Employment pursuant to and upon the terms and subject to the conditions set forth in the Assignment and Assumption Agreement was originally executedentered into by the Company and Alset International on February 10, 2010,25, 2022 (incorporated by reference to exhibit 10.1 to Form 8K dated February 25, 2022).

Pursuant to Assignment and was later amended effective October 1, 2012. Mr. Bzdick’s annual base salary underAssumption Agreement, the Bzdick Employment Agreement is $200,000.Company will purchase the Convertible Promissory Note issued by American Medical REIT, Inc. with a principal amount of $8,350,000 and accrued but unpaid interest of $367,400 through May 15, 2022 (the “Note”) from Alset International (the “AMRE Transaction”).

Upon consummation of the AMRE Transaction, (the “AMRE Closing”) The Bzdick Employment Agreement also provides for non-competition covenants by Mr. Bzdick in favorCompany will issue Alset International, an aggregate 21,366,177 shares of common stock of the Company, for the longerat a price of (i) one year after termination of employment, or (ii) any period during which Mr. Bzdick receives severance payments.$0.408 per share (the “DSS-Alset Shares”).

On October 1, 2012,About American Medical REIT, Inc.

AMRE provides financing solutions to leading medical operators by acquiring licensed patient treatment facilities in various communities and delivering reliable, secure, and competitive cash returns to our investors. AMRE focuses on credit worthy single-tenant, single property transactions in the $10-$60M range and portfolio deals of larger scale, having initial rental yield in the 7-9% range and to pay a quarterly dividend up to 8% in annualized yield to the investors.

Rationale for the AMRE Transaction

AMRE currently possesses a growing portfolio of medical properties and is in a position to provide sustainable dividends and long-term value to investors. AMRE has a lucrative business model resilient to macroeconomic fluctuations that could benefit to the Company enteredand its goals.

Stockholder Approval Requirement

Our common stock is listed on the NYSE and, as a result, we are subject to the rules of the NYSE. We believe that the Exchange Offer may result in the issuance of more than 20% of our currently outstanding shares of common stock. As a result, stockholder approval of the issuance is required by Section 312.03 of the NYSE Listing Company Manual. Section 312.03 of the NYSE Listed Company Manual requires an issuer to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into a letter agreement with Philip Jones (the “Jones Letter Agreement”) which became effective on Julyor exercisable for common stock, in any transaction or series of related transactions, if (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or securities convertible into or exchangeable for common stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of common stock or securities convertible into or exercisable for common stock.

Stockholder approval of this Proposal No. 2 will constitute stockholder approval for purposes of NYSE Section 312.03.

Change of Control of the Company

Currently, Mr. Chan, our Director and Executive Chairman and the Chairman of the Board and the owner of Alset International, beneficially owns 27,072,716 or 32% of our outstanding common stock. Pursuant to Proposal 1, 2013. Under the Jones Letter Agreement, if Mr. Jones’ employment is terminated, the Company will payissue 17,570,948 shares of the Company’s common stock to Alset EHome, and pursuant to Proposal 2, the Company will issue 21,366,177 shares to Alset International.

Following the issuance of the shares pursuant to both of the Issuance Proposals, Mr. Jones severanceChan will beneficially own 66,009,841 or approximately 53% of the Company’s outstanding common stock. Accordingly, the transactions described in the amountIssuance Proposals herein will result in a change of $150,000 in bi-weekly installments in accordance withcontrol of the Company’s regular payroll practices, for a period of 12 months. Mr. Jones is an “at will” employee.Company.

On November 9, 2015,Stockholder approval of this Proposal No. 2 will constitute stockholder approval for purposes of NYSE Section 312.03.

Effect of the Company entered into an employment agreement with Jeffrey RonaldiIssuance Proposal No. 2 on Current Stockholders

If the Issuance Proposal No. 2 is adopted, the issuance of such would result in dilution to serve asour stockholders, and would afford our stockholders a smaller percentage interest in the Company’svoting power, liquidation value and aggregate book value of the Company.

Interests of Certain Persons In Matters to be Acted Upon

Mr. Heng Fai Ambrose Chan, our director and Executive Chairman, is also Chairman of the Board, Chief Executive Officer, (the “Ronaldi Employment Agreement”), which expires on December 31, 2016. Underand the Ronaldi Employment Agreement, Mr. Ronaldi’s annual base salary is $150,000. The agreement also contains performance incentive provisions, and six-month post-employment non-competition covenants. If the Company terminates his employment prior to his employment expiration date, then the Company would be obligated to pay his base salary through December 31, 2016.

Peter Hardigan’s employment as Chief Operating Officerlargest beneficial owner of the Company terminated on July 31, 2015. The Company did not oweoutstanding shares of Alset EHome. As a result, Mr. Hardigan any severance payment upon his separation fromChan has an interest in this Proposal No. 2. Upon the Company.issuance of Shares, Mr. Hardigan is subject to certain non-competition covenants for a periodChan will own 48,438,893 or approximately 46% shares of twelve months following his termination.the Company’s outstanding common stock.

Outstanding Equity Awards at Fiscal Year-EndRequired Stockholder Vote and Recommendation of Our Board of Directors

The following table summarizesProposal 2 requires the equity awards we have madeaffirmative vote of a majority of the shares of our common stock present and in person or by proxy at the Meeting and entitled to our Named Executive Officers, which were outstandingvote thereon as of December 31, 2015:

(1) One half of these options shall vest in 12 equal quarterly tranches, with the first tranches having vestedRecord Date, provided that a quorum is present. An abstention is effectively treated as of February 15, 2013, and May 15, 2013 and the remaining tranches vesting on each of August 15, November 15, February 15 and May 15 thereafter through August 15, 2015. Following the completion of the Merger on July 1, 2013, the remaining one half of these options shall vest in 12 equal tranches, with a tranche to vest on the last day of each calendar quarter commencing on September 30, 2013.

(2) One-third of these options vested on the date of grant, one-third on 3/5/2015, and one-third on 3/5/2016.

Equity Compensation Plan Information

As of December 31, 2015, securities issued and securities available for future issuance under our 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”) is as follows:

The warrants listed in the table above were issued to third party service providers in partial or full payment for services rendered.vote cast against this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THIS PROPOSAL NO. 22.

PROPOSAL NO. 3 RATIFICATION OF THE APPOINTMENT OF FREED MAXICK CPAs, P.C.

TURNER, STONE & COMPANY, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDINGYEARS ENDED DECEMBER 31, 20162021 AND DECEMBER 31, 2022

Proposal

The Company’s stockholders are being asked to ratify the Board of Directors’ appointment of Freed Maxick CPAs, P.C.Turner, Stone & Company, L.L.P. as the Company’s independent registered public accounting firm for fiscal 2016.years ending December 31, 2021 and December 31, 2022.

In the event that the ratification of this selection is not approved by an affirmative majority of the votes cast on the proposal at the Annual Meeting, managementthe Board of Directors will review its future selection of the Company’s independent registered public accounting firm.

A representativeRepresentatives of Freed Maxick CPAs, P.C. isTurner, Stone & Company, L.L.P. are not expected to be present atattend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so. It is also expected that such representative will be available to respond to appropriate questions.Meeting.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K, including the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements. The aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C.Turner, Stone & Company, L.L.P., for audit and review services for the fiscal years ended December 31, 20152021 and 20142020 were approximately $123,500$75,000 and $143,600,$0, respectively.

Audit Related Fees

The aggregate fees billed for otheraudit related services by our principal accountant, Freed Maxick CPAs, P.C.,Turner, Stone & Company, L.L.P. pertaining to comfort letters related to our registered offerings during the years, consents for related registration statements and consultation onthe audit of the Company’s employee benefit plan and review of the stand-alone financial accounting or reporting standardsstatements for one of the Company’s subsidiaries, for the years ended December 31, 20152021 and 20142020 were approximately $8,500$3,000 and $70,900,$0, respectively.

Tax Fees

The aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C.,Turner, Stone & Company, L.L.P. for tax compliance, tax advice and tax planning during the years ended December 31, 20152021 and 20142020 were approximately $30,200$0 and $33,400,$0, respectively.

All Other Fees

There were nowas $16,000 in fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C.Turner, Stone & Company, L.L.P., for other related services during the years ended December 31, 20152021 and 2014.$1,500 for 2020.

Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

The Company’s Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all audit or permissible non-audit services provided by the Company’s registered public independent auditing firm.auditors. Our Audit Committee, approved, in advance, all work performed by our principal accountant, Freed Maxick CPAs, P.C.Turner, Stone & Company, L.L.P. These services may include audit services, audit-related services, tax services and other services. The Audit Committee may establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures providing for delegated authority to approve the engagement of the independent registered public accounting firm, provided that the policies and procedures are detailed as to the particular services to be provided, the Audit Committee is informed about each service, and the policies and procedures do not result in the delegation of the Audit Committee’s authority to management. In accordance with these procedures, the Audit Committee pre-approved all services performed by Freed Maxick CPAs, P.C. The percentage of hours expended on Freed Maxick CPAs, P.C.’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 2:Turner, Stone & Company, L.L.P.

THERequired Stockholder Vote and Recommendation of Our Board of Directors

Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting, whether in person or by proxy, provided that a quorum is present. An abstention will not be counted for or against the proposal, and therefore will not affect the vote outcome.

OUR BOARD OF DIRECTORS RECOMMENDS ATHAT YOU VOTE “FOR”

“FOR” THE RATIFICATION OF THE APPOINTMENT OF FREED MAXICK CPAs, P.C.TURNER, STONE & COMPANY, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEARYEARS ENDING DECEMBER 31, 2016.2021 AND DECEMBER 31, 2022

PROPOSAL NO. 4- APPROVAL TO AMEND THE BYLAWS OF DSS, INC. TO CHANGE THE QUORUM REQUIREMENT FROM A MAJORITY OF THE STOCK ISSUED AND OUTSTANDING, EITHER I PERSON OR BY PROXY, TO AT LEAST THIRTY-FIVE PERCENT (35%) OF THE STOCK ISSUED AND OUTSTANDING, EITHER IN PERSON OR BY PROXY

PROPOSAL NO. 3Amendment to Bylaws

ADVISORY VOTE ON EXECUTIVE COMPENSATIONArticle 5, Section 5.6 of the current Bylaws of the Company require the votes of the holders of a majority of the stock issued and outstanding and entitled to vote at all meetings of the stockholders for the transaction of business, present in person or represented by proxy, in order to constitute a quorum at such meetings. Under Section 608 of the New York Business Corporation Law, the Company may lower its quorum requirement to the holders of one-third of the stock issued and outstanding and entitled to vote at all meetings. Pursuant to Article 11 of the Bylaws of the Company, only the shareholders of the Company will have the power to amend the Bylaws to change the quorum for meetings of shareholders.

The Dodd-Frank Wall Street ReformBoard of Directors believes that it is in the Company’s best interest to amend the Bylaws to decrease the quorum requirement for all meetings of stockholders to the holders of thirty-five percent (35%) of the stock issued and Consumer Protection Act (the “Dodd-Frank Act”outstanding and entitled to vote at all meetings of the stockholders for the transaction of business, present in person or represented by proxy. A form of the Fifth Amended and Restated By-Laws attached hereto as Exhibit A.

Rationale for the Amendment

The Board believes that without the proposed amendment, there is an increasing danger that the Company will not be able to obtain a quorum at future stockholder meetings, thus hindering the Company’s ability to conduct business. Due to the size and how dispersed the Company’s stockholder base is, it has become increasingly more difficult to obtain the current quorum as contained in the Bylaws at stockholder meetings, and as a result the Company’s ability to conduct business has become impaired. Without stockholder consent, the Company may not be able to, among other things, alter or amend its stock option plans, conduct certain types of mergers and acquisitions, or raise capital in certain types of transactions. The Board believes that the proposed amendment will increase the likelihood that the Company will be able to obtain a quorum.

Required Stockholder Vote and Recommendation of Our Board of Directors

Approval of an amendment to the Company’s Bylaws to change the quorum requirement from a majority of the stock issued and outstanding, either in person or by proxy, to at least thirty-five percent (35%) of the stock issued and outstanding, either in person or by proxy, requires the Company’s stockholders to have the opportunity to castaffirmative vote of a non-binding advisory vote regarding the approvalmajority of the compensation disclosedvotes cast at the Annual Meeting, whether in this Proxy Statement of the Company’s Named Executive Officers included in the Summary Compensation Table. The Company has disclosed the compensation of the Named Executive Officers pursuant to rules adoptedperson or by the SEC.

We believeproxy, provided that our compensation policies for the Named Executive Officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company’s stockholders. This advisory stockholder vote, commonly referred to as a “say-on-pay vote,” gives you as a stockholder the opportunity to approve orquorum is present. An abstention will not approve the compensation of the Named Executive Officers that is disclosed in this Proxy Statement by votingbe counted for or against the following resolution (or by abstaining with respect to the resolution):

RESOLVED, that the stockholders of Document Security Systems, Inc. approve all of the compensation of the Company’s executive officers who are named in the Summary Compensation Table of the Company’s 2016 Proxy Statement, as such compensation is disclosed in the Company’s 2016 Proxy Statement pursuant to Item 402 of Regulation S-K, which disclosure includes the Proxy Statement’s Summary Compensation Tableproposal, and other executive compensation tables and related narrative disclosures.

Because your vote is advisory, ittherefore will not be binding on eitheraffect the Board of Directors or the Company. However, the Company’s Compensation and Management Resources Committee will take into account the outcome of the stockholder vote on this proposal at the Annual Meeting when considering future executive compensation arrangements. In addition, your non-binding advisory votes described in this Proposal 3 will not be construed: (1) as overruling any decision by the Board of Directors, any Board committee or the Company relating to the compensation of the Named Executive Officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the Board of Directors, any Board committee or the Company.outcome.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 3:

THEOUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERSYOU VOTE “FOR” APPROVAL

“FOR” THIS PROPOSAL NO. 4

Vote Required and Recommendation of Board

Proposal No. 4 requires the affirmative vote of a majority of the votes cast at the Meeting.

OUR BOARD OF THE COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS DISCLOSED IN THE SUMMARY COMPENSATION TABLE OFDIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THIS PROXY STATEMENT.PROPOSAL NO. 4

PROPOSAL NO. 4

NO 5. – APPROVAL OF AMENDMENT TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION TO EFFECT A 1-FOR-4 REVERSEINCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK SPLITTO 500,000,000

General

Our Board of Directors has approved, subject to stockholder approval, an amendment to our Certificate of Incorporation, that would effect a 1-for-4 reverse stock split ofincreasing our Common Stock, subject to stockholder approval. Under the proposed amendment, every 4 outstandingauthorized shares of common stock from 200,000,000 shares to 500,000,000 shares. The amendment to our Common Stock would be combined and converted into one shareauthorized shares of Common Stock. If we receive stockholder approvalcommon stock will become effective upon the filing of the amendment with the reverse stock split will become effective asSecretary of 5:00 p.m. Eastern Daylight Time on the effective dateState of New York. A form of the amended and restated certificate of amendmentincorporation is attached hereto as Exhibit B.

Rationale for Increase in Authorized Number of Shares of Common Stock

As of the Record Date, there were approximately 84,626,847 shares of the Company’s common stock issued and outstanding and approximately 3,576,335 shares of common stock reserved for future issuance under the Company’s outstanding options, warrants and preferred stock. Thus, approximately 111,796,818 authorized shares of common stock currently remain available for issuance.

The Board of Directors believes it is in the best interest of the Company and its shareholders to ourincrease the number of authorized shares of common stock to provide the Company with flexibility to issue shares of common stock for general corporate purposes, which could include strategic investments, strategic partnership arrangements, awards or grants under employee equity incentive plans, or equity based financing to support company execution of business strategy. The availability of additional authorized shares of common stock would allow the Company to execute any of these transactions in the future without additional shareholder approval, except as may be required in particular cases by the Company’s Certificate of Incorporation, withapplicable law or the officerules of any stock exchange or other system on which the Company’s securities may then be listed.

The Board of Directors believes it would be in the best interests of the SecretaryCompany and its shareholders to have shares of Statecommon stock available for any of these purposes, if needed. Although the Company may require raising additional capital to fund its operations in the future, which may involve the issuance of common stock, it currently has no transactions pending.

Effects of the Increase in Authorized Common Stock

Approving the amendment to increase the authorized number of shares of the Company’s common stock will not result in any dilution to current shareholders unless and until the Company issues such additional shares in the future. The Board of Directors selected the size of the proposed increase to provide the Company with sufficient authorized shares for use for any of the purposes described above, including any necessary financing transactions, as well as to provide it the ability to take advantage of other opportunities that may be available to it that would require the use of shares of common stock without the cost and time that would be needed to seek further amendments to its Certificate of Incorporation.

If this proposal is approved, the newly authorized shares of common stock would have the same rights as the presently authorized shares, including the right to cast one vote per share of common stock. Although the authorization of additional shares would not, in itself, have any effect on the rights of any holder of the Company’s common stock, the future issuance of additional shares of common stock (other than a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing shareholders.

Potential Anti-takeover Effects of Increase in Authorized Common Stock

In addition to the more traditional uses described above, the Company could issue shares of its stock as a defense against efforts to obtain control of the Company. The Board of Directors does not intend or view the increase in authorized shares of stock as an anti-takeover measure, nor is the Company aware of any effort by any third party to accumulate our securities or obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management or otherwise.

No Appraisal Rights

Our shareholders are not entitled to dissenters’ or appraisal rights under the New York Business Corporation Law of the State of New York which we would expectwith respect to be the date of filing. The reverse stock split should not have any economic effect on our stockholders, warrant holders or holders of options, except to the extent that a stockholder owns less than 4 shares of Common Stock at the effective time of the reverse stock split, in which case such stockholder will receive cash in an amount equal to the product obtained by multiplying: (x) the closing sales price of our Common Stock on the effective date of the reverse stock split as reported on the NYSE MKT, by (y) the amount of the fractional share. The reverse stock split will not result in fractional shares, as discussed further below. The text of the proposed amendment to our Certificate of Incorporation is attached to this proxy statement asAppendix A.

Reasons forincrease the Reverse Stock Split

On March 15, 2016, we were notified by the NYSE MKT LLC (the “NYSE MKT”) that we were not in compliance with the continued listing standards set forth in Section 1003(f)(v) of the NYSE MKT LLC Company Guide (the “Company Guide”), which addressesLow Selling Price Issues. The NYSE MKT stated that the Company’s most recent thirty-day average selling price per share fell below the acceptable minimum required average share price for continued listing under Section 1003(f)(v) of the Company Guide, and that the Company’s stock had been closing at or below $0.20 per share since December 11, 2015. The NYSE MKT does not provide a specific minimum average price per share in its rules for purposes of compliance with Section 1003(f)(v) of the Company Guide, but instead makes those determinations in its discretion, on a case by case basis. A primary purpose of the reverse stock split would be to reduce the outstanding shares of Common Stock so that after giving effect to the reverse stock split our Common Stock trades at a higher price per share than before the split. We believe that the reverse stock split will increase our stock price and allow us to avoid a delisting.

Certain Risks Associated with the Reverse Stock Split

Our total market capitalization immediately after the proposed reverse stock split may be lower than immediately before the proposed reverse stock split

There are numerous factors and contingencies that could affect our stock price following the proposed reverse stock split, including the status of the market for our stock at the time, our reported results of operations in future periods, and general economic, market and industry conditions. Accordingly, the market price of our Common Stock may not be sustainable at the direct arithmetic result of the reverse stock split. If the market price of our Common Stock declines after the reverse stock split, our total market capitalization (the aggregate value of all of our outstanding Common Stock at the then existing market price) after the split will be lower than before the split.

The reverse stock split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.

The reverse stock split may result in some stockholders owning “odd lots” of less than 100 shares of our Common Stock on a post-split basis. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.

Effects on Existing Shares of Common Stock

The proposed reverse stock split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interest in the Company, except to a stockholder that owns less than 4 shares of Common Stock at the effective time of the reverse stock split, in which case such stockholder will receive cash in an amount equal to the product obtained by multiplying: (x) the closing sales price of our Common Stock on the effective date of the reverse stock split as reported on the NYSE MKT, by (y) the amount of the fractional share.

Effect on Options and Warrants and Shares Reserved for Issuance under Equity Incentive Plan

All outstanding options and warrants to purchase shares of our Common Stock as well as the number of shares available for issuance under our 2013 Employee, Director and Consultant Equity Incentive Plan would be adjusted proportionately as a result of the reverse stock split. Unless specifically stated, share amounts and share prices have not been adjusted in this proxy statement to give effect to the proposed reverse stock split.

Implementation of the reverse stock split would not change the total authorized number of shares, of Common Stock. However,and we will not independently provide the reduction in the issued and outstanding shares, and the corresponding adjustment of shares issuable pursuant to warrants and options, which would be decreased by a factor of 4, would provide more authorized shares available for future issuance.shareholders with any such right.

Effect on Par ValueNo Interests of Directors and Executive Officers

The amendment to our Certificate of Incorporation will not changeOur directors and executive officers have no substantial interests, directly or indirectly, in the par value of our Common Stock, which will remain at $0.02 per share.

Treatment of Fractional Shares

Whether shares are heldmatters set forth in street name or directly, fractional shares of Common Stock will not be issued to stockholders. Instead, fractional shares will be rounded upthis proposal except to the nearest whole number, except in the caseextent of any stockholder that owns less than 4 sharestheir ownership of Common Stock at the effective time of the reverse stock split. In such case, such stockholders will receive cash for such fractional share. The amount of cash to be paid for fractional shares will be equal to the product obtained by multiplying: (x) the closing sales price of our Common Stock on the effective date of the reverse stock split as reported on the NYSE MKT, by (y) the amount of the fractional share.

Any stockholder that holds less than 4 shares of our Common Stock will be completely cashed out as a result of the payment of fractional shares in lieu of any fractional share interests.

Mechanics of Reverse Stock Split

If this Proposal 4 is approved by our stockholders, we expect the reverse stock split will become effective as of 5:00 p.m. Eastern Daylight Time on the effective date of the certificate of amendment to our Certificate of Incorporation that we will file with the office of the Secretary of State of the State of New York, which we would expect to be the date of filing. We expect to file the certificate of amendment to our Certificate of Incorporation within approximately 30 days of the Annual Meeting. The mechanics of the reverse stock split will differ depending on whether shares are held beneficially in street name or whether they are registered directly in a stockholder’s name.

If a stockholder’s shares are registered directly in the stockholder’s name, the stockholder will receive a transmittal letter asking the stockholder to surrender certificates representing pre-split shares in exchange for certificates representing post-split shares. No new certificates will be issued to the stockholder until the outstanding certificate(s) together with the properly completed and executed letter of transmittal are delivered to American Stock Transfer & Trust Co., 6201 15^thAve., Brooklyn, New York 11219. Stockholders should not destroy any existing stock certificates and should not submit any certificates until requested to do so.

Stockholders that hold their shares in street name through a broker, bank or other nominee will not be required to surrender stock certificates. To determine the reverse stock split’s effect on any shares you hold in street name, you should contact your broker, bank or other nominee.

Federal Income Tax Consequences

Tax matters are complicated, and the tax consequences of the reverse stock split will depend upon the particular circumstances of each stockholder. Accordingly, each stockholder is advised to consult his, her or its tax advisor with respect to all the potential tax consequences to him, her or it of the reverse stock split.common stock.

Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock is required to approve the amendment to the Company’s Certificate of Incorporation to amend the total number of shares of the Company’s authorized common stock. As a result, abstentions and broker non-votes will have the same effect as a vote “against” the proposal. Your vote is therefore extremely important.

The Proposed Amendment

This general description of this Proposal is qualified in its entirety by reference to the text of the amendment set forth in this Proposal for the increase of the total number of authorized shares of common stock. If this Proposal is approved by shareholders, it will become effective upon the filing of a Certificate of Amendment with the State of New York, which the Company will intend to file promptly following the shareholder vote during the Special Meeting. If this Proposal is not approved, the Certificate of Incorporation will continue to allow for the authorization of 200,000,000 shares of common stock.

The first paragraph of ARTICLE IV of the Certificate of Incorporation shall be amended and restated to read in its entirety as follows if our shareholders vote to approve this Proposal:

The total number of shares of capital stock which this corporation shall have the authority to issue is 500,046,868 shares, consisting of (i) 500,000,000 shares of common stock, $.02 par value (“Common Stock entitled to be voted atStock”) and (ii) 46,868 shares of preferred stock, $.02 par value (“Preferred Stock”).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” the Annual Meeting shall constitute approval of the amendment to ourthe Company’s Certificate of Incorporation to effectincrease the 1-for-4 reverse stock split.authorized number of shares of Common Stock described above.

PROPOSAL NO. 6- APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED TO 20,000,000 FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN

RECOMMENDATIONGENERAL

The Board has approved an amendment to the 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 Equity Incentive Plan”) to increase the number of shares of Common Stock available for issuance thereunder by 16,423,665 shares, from 3,576,335 shares to 20,000,000 shares (the “Share Reserve”), and directed that the amendment be submitted to the stockholders for approval at the Special Meeting. In addition, the Share Reserve will automatically increase on January 1st of each calendar year (the “Evergreen Date”) in an amount equal to five percent (5%) of the total number of shares of Common Stock outstanding on the December 31st immediately preceding the applicable Evergreen Date (the “Evergreen Increase”). A form of amendment to the 2020 Equity Incentive Plan is attached hereto as Exhibit C.

The amendment to the 2020 Equity Incentive Plan is intended to ensure that the Company can continue to provide an incentive to employees, directors and consultants by enabling them to share in the Company’s future growth. If approved by the stockholders, all of the additional shares will be available for grant as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as nonqualified stock options, restricted stock awards, stock appreciation rights, or other kinds of equity based compensation available under the 2020 Equity Incentive Plan. If the stockholders do not approve the amendment, no shares will be added to the number of shares available for issuance under the 2020 Equity Incentive Plan.

BACKGROUND

The 2020 Equity Incentive Plan was adopted on December 9, 2019, and approved by the stockholders of the Company at a special meeting of the Company’s stockholders on the same date. 241,204 shares of Common Stock were initially available for awards under the 2020 Equity Incentive Plan.

The Company uses equity-based incentive compensation as a component of its overall compensation. The purposes of the 2020 Equity Incentive Plan are to create incentives which are designed to motivate eligible employees, directors, and consultants to put forth maximum effort toward the success and growth of the Company, and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company’s success.

The Board requires additional shares available for issuance under the 2020 Equity Incentive Plan for the effective implementation of its compensation strategy. As of April 5, 2022, the 2020 Equity Incentive Plan currently has available for issuance 3,576,335 shares. If Proposal 6 is not approved, the Company will not be able to provide equity incentive compensation to consultants, current and future employees and, as a result, the Company may not be able to retain current employees or attract new employees.

The 16,423,665 share increase from 3,576,335 shares to 20,000,000 shares of Common Stock available for grant under the 2020 Equity Incentive Plan represents approximately 19% of the total number of outstanding shares of Common Stock as of April 5, 2022. After giving effect to such increase, the number of shares of Common Stock subject to outstanding equity awards and available for issuance pursuant to future awards will represent approximately 24% of the total issued and outstanding shares of Common Stock (on a fully diluted basis after giving effect to such future award issuances). Which can be increased by 5% each year on the Evergreen Date.

Summary of Key Terms of the 2020 Equity Incentive Plan

Under the 2020 Equity Incentive Plan, the Company may grant awards of options, stock appreciation rights, restricted awards, and Other Stock-Based Awards (as defined in the 2020 Equity Incentive Plan). We refer to these collectively as “Awards.”

Awards under the 2020 Equity Incentive Plan may be granted to (i) employees of the Company or an affiliated entity, (ii) members of the Board who are not employees of the Company or an affiliated entity, and (iii) any consultant or adviser to the Company or an affiliated entity. As of March 23, 2022, executive officers and non-employee directors were considered eligible to participate in the plan, in addition to the other employees, consultants and advisers of the Company. Incentive stock options within the meaning of Section 422 of the Code generally may only be granted to employees of the Company or a subsidiary.

Common Stock delivered by the Company with respect to stock option or restricted stock awards may be authorized and unissued Common Stock or Common Stock held in the treasury of the Company.

Administration

The Board had delegated administrative authority with respect to the 2020 Equity Incentive Plan to the Compensation Committee. The Compensation Committee has the authority to:

Available Awards Under the 2020 Equity Incentive Plan

The types of awards that may be granted by the Compensation Committee under the 2020 Equity Incentive Plan include:

Options

Options to purchase Common Stock may be incentive stock options meeting the requirements of Section 422 of the Code, or nonqualified options which are not eligible for such tax-favored treatment. Currently, up to 84,626,847 shares of Common Stock may be issued pursuant to incentive stock options under the 2020 Equity Incentive Plan. If Proposal 6 is approved by the stockholders, the number of shares of Common Stock that may be issued pursuant to incentive stock options will increase to 20,000,000. Incentive stock options will conform with the statutory and regulatory requirements specified pursuant to Section 422 of the Code, as in effect on the date such incentive stock option is granted. Incentive stock options may not be granted under the 2020 Equity Incentive Plan after January 1, 2030, and may only be granted to employees of the Company or one of its subsidiaries. If options intended to be incentive stock options are granted to a participant in excess of the $100,000 annual limitation set forth in Section 422(d)(1) of the Code, the options will be incentive stock options to the maximum extent allowed and will be nonqualified stock options as to any excess over that limitation. Incentive stock options must expire not more than 10 years from the date of grant. The 2020 Equity Incentive Plan does not specify a maximum term for nonqualified options. The exercise price per share must be not less than 100% of the fair market value of a share of Common Stock on the date the option is granted for both incentive stock options and nonqualified options. Incentive stock options granted to a participant holding more than 10% of the Common Stock must expire not more than five years from the date of grant, and the exercise price per share must be not less than 110% of the fair market value of a share of Common Stock on the date the option is granted.

Restricted Awards

Restricted Awards may take the form of restricted shares.. Restricted shares are shares of Common Stock which are subject to such limitations as the Board, or Compensation Committee deems appropriate, including, but not limited to, restrictions on sale or transfer. Additionally, restricted shares may be subject to forfeiture in the event the recipient terminates employment or service as a director or consultant during a specified period, or fails to meet designated performance goals, if any. Stock certificates representing restricted shares are issued in the name of the recipient but are held by the Company until the expiration of any restrictions, at which time the restrictive legends are removed from the stock certificates. Beginning with the date of issuance of restricted shares and prior to forfeiture, the recipient is entitled to the rights of a stockholder with respect to such shares, including voting and dividend rights. Shares issued as stock dividends will be subject to the same restrictions as the related restricted shares.

Other Stock-Based Awards

The Board, or Compensation Committee may grant other awards that involve payments or grants of shares of Common Stock or are measured by or in relation to shares of Common Stock. The 2020 Equity Incentive Plan provides flexibility to design new types of stock-based or stock-related awards to attract and retain employees, directors and consultants in a competitive environment.

Adjustments for Changes in Capitalization

In the event of a change in capitalization, the Board, or Compensation Committee will make such proportionate adjustments in the aggregate number of shares for which awards may be granted under the 2020 Equity Incentive Plan, the maximum number of shares which may be awarded to any participant, and the number of shares covered by, and the exercise or base price of, any outstanding awards, as the committee in its sole discretion may deem appropriate.

Duration, Termination and Amendment of the 2020 Equity Incentive Plan

The 2020 Equity Incentive Plan will remain in effect until January 1, 2030, or, if earlier, when awards have been granted covering all available shares under the 2020 Equity Incentive Plan or the 2020 Equity Incentive Plan is otherwise terminated by the Board. The Board may terminate the 2020 Equity Incentive Plan at any time, but any such termination will not affect any outstanding awards. The Board may also amend the 2020 Equity Incentive Plan from time to time, provided that no amendment may be made without stockholder approval if such approval is required by applicable law or the requirements of an applicable stock exchange or registered securities association. Pursuant to such provisions, the Board has approved an increase in the shares of capital stock authorized for issuance under the 2020 Equity Incentive Plan as described above, and now submits such amendment to stockholders for approval.

Aggregate Past Grants

As of March 23 2022, awards covering an aggregate of 49,890 shares of Common Stock have been granted and were outstanding under the 2020 Equity Incentive Plan, and awards covering an aggregate of 50,000 were outstanding under the 2013 Equity Incentive Plan (the “2013 Stock Incentive Plan” and, together with the 2020 Equity Incentive Plan, the “Incentive Plans”).

The following table shows information regarding the distribution of existing awards under the 2020 Equity Incentive Plan among the persons and groups identified below:

Federal Income Tax Consequences of Awards

Following is a summary of the federal income tax consequences of option and other grants under the 2020 Equity Incentive Plan. Optionees and recipients of other rights and awards granted under the 2020 Equity Incentive Plan are advised to consult their personal tax advisors before exercising an option, stock appreciation right or other award or disposing of any stock received pursuant to the exercise of an option, stock appreciation right or other award. In addition, the following summary is based upon an analysis of the Code as currently in effect, existing laws, judicial decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change, and does not address state, local or other tax laws.

Incentive Stock Options

There will be no federal income tax consequences to a participant or to the Company upon the grant of an incentive stock option. If the participant holds the option shares for the required holding period of at least two years after the date the option was granted and one year after exercise of the option, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the participant disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, the participant will recognize taxable ordinary income in an amount equal to the difference between the exercise price and the lesser of the fair market value of the shares on the date of exercise or the disposition price, and the Company will be allowed a federal income tax deduction equal to such amount, subject to any applicable limitations under Code Section 162(m). Any amount received by the participant in excess of the fair market value on the exercise date will be taxed to the participant as capital gain, and the Company will receive no corresponding deduction. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be a tax preference item that could subject a participant to alternative minimum tax in the year of exercise.

Nonqualified Options

There will be no federal income tax consequences to a participant or to the Company upon the grant of a nonqualified stock option. When the participant exercises a nonqualified option, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the option shares on the date of exercise over the exercise price, and the Company will be allowed a corresponding tax deduction, subject to any applicable limitations under Code Section 162(m). Any gain that a participant realizes when the participant later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the participant held the shares.

Restricted Shares

Unless a participant makes an election to accelerate recognition of income to the grant date as described below, the participant will not recognize income, and the Company will not be allowed a compensation tax deduction, at the time restricted shares are granted. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the Common Stock as of that date, less any amount paid for the stock, and the Company will be allowed a corresponding tax deduction, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the grant date, the participant will recognize ordinary income as of the grant date equal to the fair market value of the stock as of that date, less any amount paid for the stock, and the Company will be allowed a corresponding compensation tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, such participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

Other Stock-Based Awards

The federal income tax consequences of other stock-based awards will depend on the terms and conditions of those awards but, in general, participants will be required to recognize ordinary income in an amount equal to the cash and the fair market value of any fully vested shares of Common Stock paid, determined at the time of such payment, in connection with such awards. The Company normally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income.

Interests of Directors and Officers

The Board may grant awards under the 2020 Equity Incentive Plan to themselves, as well as its officers, in addition to granting awards to its other employees.

Other Information

A “new plan benefits” table, as described in the SEC’s proxy rules, is not provided because all awards made under the amended and restated Option Plan are discretionary. Additionally, certain equity awards made to directors and officers since the end of the previous fiscal year are summarized under the heading “Equity Awards Since Fiscal Year End” in this Proxy Statement, and the table above titled “Aggregate Plan Grants” includes information regarding all outstanding awards made pursuant to the 2020 Equity Incentive Plan.

No additional awards are currently contemplated to be made under the 2020 Equity Incentive Plan as to which this approval would specifically relate.

Approval Required

Provided that a quorum is present, this proposal will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voted against. Shares that are not represented at the Special Meeting, and abstentions and broker non-votes, if applicable, with respect to this proposal, will have no effect on the outcome of the voting on this proposal.

The Board recommends that stockholders vote “FOR” the increase in the number of shares of Common Stock authorized for issuance under the 2020 Equity Incentive Plan.

PROPOSAL NO. 7- ISSUANCE OF UP TO AN AGGREGATE OF 15,389,995 SHARES OF THE BOARD FOR PROPOSAL NO. 4:COMPANY’S COMMON STOCK TO MR. HENG FAI AMRBOSE CHAN PURSUANT TO HIS EMPLOYMENT AGREEMENT

Proposal

We are asking our stockholders to approve the issuance of up to 15,389,995 Shares our Common Stock to Mr. Heng Fai Ambrose Chan pursuant to and upon the terms and subject to the conditions set forth in his employment agreement dated September 23, 2019 and as amended on November 19, 2020 (the “Chan Employment Agreement”) (incorporate by reference to exhibit 10.1 of From 8K dated November 25, 2020).

Pursuant to the Chan Employment Agreement, Mr. Chan received $61,799.49 in cash for his services provided as a director of the Company for the period from July 15, 2019 till December 31, 2019. Commencing January 1, 2020 Mr. Chan’s monthly base salary (“Base Salary”) was reduced to $1 and Mr. Chan was entitled to receive certain performance bonuses based upon the annual market capitalization growth of the Company (the “Growth Bonus”) and the annual net asset value change of the Company (the “NAV Bonus”). The Growth Bonus was to be equal to 5% of the year over year increase in Company’s market capitalization, with the measurement of Company’s market capitalization determined by (a) the total number of outstanding shares of Company common stock at fiscal yearend multiplied by the 10-day volume weighted average price (“VWAP”) of Company common stock on the principal trading market prior to such year end. The NAV Bonus was to be equal to 5% of the year over year increase of Company’s net asset value (“NAV”), with the measurement of Company’s fiscal year end NAV (equal to Company’s total assets minus total liabilities) calculated in accordance with generally accepted accounting principles.

In addition, Mr. Chan had the option to have his Base Salary and/or Performance Bonus, if any, paid in either cash or in DSS common stock under the Company’s 2020 Equity Incentive Plan. Pursuant to the Chan Employment Agreement, Mr. Chan chose to convert his Base Salary and/or Performance Bonus into 16,284,079, out of which 894,084 shares of common stock were issued to Mr. Chan on April 1, 2022.

Change of Control of the Company

Currently, Mr. Chan, our Director and Executive Chairman and the Chairman of the Board, owner of Alset International and Chief Executive Officer of Alset EHome, beneficially owns 27,072,716 or 32% of our outstanding common stock. Pursuant to Proposal 1, the Company will issue 17,570,948 shares of the Company’s common stock to Alset EHome, and pursuant to Proposal 2, the Company will issue 21,366,177 shares to Alset International.

Following the issuance of the shares pursuant to both of the Issuance Proposals, Mr. Chan will beneficially own 65,115,757 or approximately 53% of the Company’s outstanding common stock. Accordingly, the transactions described in the Issuance Proposals herein will result in a change of control of the Company.

Stockholder approval of this Proposal No. 7 will constitute stockholder approval for purposes of NYSE Section 312.03. 

Required Stockholder Vote and Recommendation of Our Board of Directors

Proposal 7 requires the affirmative vote of a majority of the shares of our common stock present and in person or by proxy at the Meeting and entitled to vote thereon as of the Record Date, provided that a quorum is present. An abstention is effectively treated as a vote cast against this proposal.

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND RECOMMENDS ATHAT YOU VOTE “FOR” APPROVAL OF THE AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT A 1-FOR-4 REVERSE STOCK SPLIT

ANNUAL REPORT“FOR” THIS PROPOSAL NO. 7.

If you received the Notice and would also like to receive a copy of the printed proxy materials, we will deliver promptly, upon written or oral request, a written copy of the Proxy Statement, the Annual Report, proxy card with voting instructions, and any amendments to the foregoing materials that are required to be furnished to stockholders. A stockholder who wishes to receive written copies of the proxy materials, now or in the future, may obtain them, without charge, by calling (800) 579-1639, by requesting the materials via the Internet atwww.proxyvote.com, or by sending an e-mail to sendmaterial@proxyvote.com.

STOCKHOLDER PROPOSALS

Stockholders may present proposals for action at meetings of stockholders only if they comply with the proxy rules established by the SEC, applicable New York law and our Bylaws. No stockholder proposals were received for consideration at our 2016 Annual Meeting of Stockholders.

Under SEC Rule 14a-8, in order for a stockholder proposal to be included in our proxy solicitation materials for our 2017 Annual Meeting of Stockholders, it must be delivered to our Corporate Secretary at our principal executive offices by January 17, 2017; provided, however, that if the date of the 2017 Annual Meeting of Stockholders is more than 30 days before or after June 28, 2017, notice by the stockholder must be delivered not later than the close of business on the later of (1) 90^th day prior to the 2017 annual meeting, or (2) the 10^th day following the first public announcement of the date of the 2017 annual meeting.

Management’s proxy holders for the next annual meeting of stockholders will have discretion to vote proxies given to them on any stockholder proposal of which we do not have notice prior to April 1, 2017.

Under our Bylaws, to be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not later than 90 days prior to the meeting anniversary date of the immediately preceding annual meeting or if no annual meeting was held for any reason in the preceding year, 90 days prior to the first Wednesday in December. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and record address of the stockholder proposing such business, (3) the class and number of shares of capital stock of the Company which are beneficially owned by the stockholder, and (4) any material interest of the stockholder in such business.

MISCELLANEOUSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company will payfollowing table and accompanying footnotes set forth certain information with respect to the costbeneficial ownership of soliciting proxiesour common stock as of April 5, 2022, referred to in the accompanying form. In addition to solicitation by mail, certain officers and regular employees oftable below as the Company and other authorized persons such as a proxy solicitor may solicit the return of proxies by telephone, telegram or personal interview and may request brokerage houses, custodians, nominees and fiduciaries to forward soliciting material to their principals and will agree to reimburse them for their reasonable out-of-pocket expenses.

OTHER BUSINESS

The Board of Directors currently knows of no business to be brought before the Annual Meeting other than as set forth above. If other matters properly come before the Company at the Annual Meeting, it is the intention of the persons named in the solicited proxy to vote the proxy on such matters in accordance with their best judgment.

Stockholders are urged to vote according to the instructions provided without delay.

	By order of the Board of Directors
	Robert Fagenson
	Chairman of the Board
Rochester, New York
April 29, 2016

APPENDIX A

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

DOCUMENT SECURITY SYSTEMS, INC.

Under Section 805 of the New York Business Corporation Law

The undersigned, being the Chief Executive Officer of Document Security Systems, Inc. (the “Corporation”), hereby certifies as follows:“Beneficial Ownership Date,” by:

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of the Beneficial Ownership Date and shares of restricted stock subject to vesting until the occurrence of certain events, are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person (however, neither the stockholder nor the directors and officers listed below own any stock options or warrants to purchase shares of our common stock at the present time). The percentages of beneficial ownership are based on 83,732,763 shares of common stock outstanding as of the Beneficial Ownership Date.

To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.

* Less than 1%.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not intend to present any other matter for action at the Special Meeting other than as set forth in the Notice of Special Meeting and this Proxy Statement. If any other matters properly come before the Special Meeting, it is intended that the shares represented by the proxies will be voted, in the absence of contrary instructions, in the discretion of the persons named in the Proxy Card.

WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains a website that contains reports, proxies and information statements and other information regarding the Company and other issuers that file electronically with the SEC at www.sec.gov. The Company’s proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through the SEC’s website. Stockholders may also read and copy materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Stockholders may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, you may access our filings with the SEC through the ‘Investors/Corporate Governance section of our website at www.dsssecure.com.

Upon written or oral request to our Secretary at DSS, Inc. 275 Wiregrass Pkwy, West Henrietta, New York 14586, we will promptly provide separate copies of our Annual Report on Form 10-K and/or this Proxy Statement.

The Company’s Common Stock is listed on the New York Stock Exchange and trades under the symbol “DSS.”

INFORMATION INCORPORATED BY REFERENCE

We are incorporating by reference specified documents that we file with the SEC, which means that incorporated documents are considered part of this Proxy Statement. This document incorporates by reference the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, Quarterly Report on Form 10-Q for the period ended September 30, 2021, and the Company’s Current Reports on Form 8-K, filed with the SEC during the fiscal year ended December 31, 2021 and on January 19, 2022, as amended on January 21, 2022. Information contained on our website, www.dsssecure.com is not incorporated by reference in, and does not constitute part of, this proxy statement.

All documents that we file (but not those that we furnish) with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the Special Meeting are incorporated by reference in this proxy statement from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information previously filed with the SEC.

Dated: April 15, 2022

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE.

Exhibit A

(5.6) Quorum.

(a) Except as otherwise provided herein, or by statute, or in the Certificate, at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record thirty-five percent (35%) of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Exhibit B

Paragraph FOURTH of the Certificate of Incorporation of Document Security Systems, Inc., will read as follows:

“NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby establish and fix and herein state and express the designation, rights, preferences, powers, restrictions, and limitations of such series of Preferred Stock, and paragraph FOURTH relating to the stock of the Corporation is hereby amended to read as follows:

FOURTH: The Corporation is authorized to issue 500,046,868 shares, with a par value of $0.02, consisting of 500,000,000 shares of Common Stock, with a par value of $0.02, and 46,868 shares of Series A Convertible Preferred Stock, with a par value of $0.02.

Exhibit C

(a) The number of Shares which may be issued from time to time pursuant to this Plan shall be twenty million (20,000,000) shares of Common Stock.

In addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2021, or the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the Shares available under this Plan will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding as of December 31 of the preceding fiscal year or (ii) such number of shares of Common Stock as determined by the Board of Directors.

(b) If an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company’s or an Affiliate’s tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code.