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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES
EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 or

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

 SECURITIES
EXCHANGE ACT OF 1934

 For
the transition period from _________ to __________

 Commission
file number 001-32146

 DSS,
INC.

 (Exact
name of registrant as specified in its charter)

 New
 York

 16-1229730

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

Wiregrass Pkwy

 Henrietta,
 New York 14586

 (Address
of principal executive offices)

 (585) 325-3610

 (Registrant's
 telephone number, including area code)

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.02 per share

 DSS

 NYSE
 American LLC

registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES NO

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO

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

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

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

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 The
aggregate market value of the registrant's common stock held by non-affiliates of the registrant computed by reference to the price
at which the common stock was last sold, as reported on the NYSE American LLC exchange on June 30, 2024 was $ 3,185,799.

 The
number of shares of the registrant's common stock outstanding as of March 24, 2025, was 9,092,518.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 DSS,
INC. & SUBSIDIARIES

 Table
of Contents

 ITEM

 BUSINESS

 ITEM
 1A

 RISK FACTORS

 ITEM
 1B

 UNRESOLVED STAFF COMMENTS

 ITEM
 1C

 CYBERSECUTIRY

 ITEM

 PROPERTIES

 ITEM

 LEGAL PROCEEDINGS

 ITEM

 MINE SAFETY DISCLOSURES

 ITEM

 MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM

 SELECTED FINANCIAL DATA

 ITEM

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A

 CONTROLS AND PROCEDURES

 ITEM
 9B

 OTHER INFORMATION

 ITEM

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM

 EXECUTIVE COMPENSATION

 ITEM

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM

 FORM 10-K/A SUMMARY

 SIGNATURES

 PART
I

 ITEM
1 - BUSINESS

 Overview

 DSS,
Inc. together with its consolidated subsidiaries (unless the context otherwise requires), referred to herein as "DSS," "we,"
"us," "our" or the "Company", currently operates five distinct business lines operate around the
globe with primary operations in North America and Asia. The five divisions are:

 1.

 Packaging,

 2.

 Biotechnology,

 3.

 Lending,

 4.

 and Investment Management, and

 5.

 Marketing,

 Each
of these business lines are in various stages of development, growth, and income generation. Due to these variations in the business
cycle, including differences in revenue and assets acquired, the Company is currently reporting financial information for five of these
operating segments:

 1.

 Packaging,

 2.

 Biotechnology,

 3.

 Lending,

 4.

 and Investment Management, and

 5.

 Marketing

 As
the other divisions grow and start generating material operations and revenue, those operating segments will be added to our financial
segmental reporting.

 Our
divisions, their business lines, subsidiaries, and operating territories:

 1.

 Packaging: The Company's consumer packaging and security printing business is led by its wholly owned subsidiary, Premier
 Packaging Corporation, Inc. ("Premier"), a New York corporation. Premier operates in the paper board and fiber based
 folding carton, consumer product packaging, and document security printing markets. It markets, manufactures, and sells sophisticated
 custom folding cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions. Premier is currently located in its
 new facility in Rochester, NY, and primarily serves the US market.

 2.

 ("Biotech") Biotechnology, a science-driven industry sector that uses living organisms and molecular biology to produce
 healthcare-related products. This division is committed to both funding research and developing intellectual property
 portfolio. It is currently focus on research in three main areas: (i) development of a universal therapeutic drug platform; (ii)
 a new sugar substitute; and (iii) a multi-use fragrance. Biotech discovers, confirms, and patents unique science and technologies
 which can be developed into new offerings in human healthcare and wellness in collaboration with external partners through licensing,
 co-development, joint ventures, and other relationships. By leveraging technology and new science with strategic partnerships,
 we provide advances in biopharmaceuticals and over the counter direct to consumer wellness offerings, and drug discovery for the
 prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases. Assets of this group are organized under
 the holding company, DSS BioHealth Security, Inc. Its subsidiaries are currently operating in Houston, TX and Rochester, NY.

 3.

 Lending: American Pacific Financial, Inc. ("APF") represents our banking and financing business line.
 Looking ahead, to better meet the needs of the current financial market, the company is looking to transition away from certain industries
 like direct marketing and focus more on growing its inventory / equipment loan portfolio as well as engaging in more specialized
 areas of lending like broker/dealer loans.

 4.

 and Investment Management: In 2024, DSS continued our strategic investments in three broker dealers; WestPark Capital, BMI Capital
 Investments, and Sentinel Brokers Company, Inc. Additionally, we have become the Registered Investment Advisor ("RIA")
 for DSS AmericaFirst Quantitative Funds (DSS AmericaFirst) family. This group of businesses is led by its holding company, DSS Securities,
 Inc., ("DSS Securities") and the group is currently headquartered in Houston, Texas, with operations in Chicago, Illinois,
 Sacramento, California, Los Angeles, California, and New York, NY. Also in this segment is the Company's real estate investment
 trusts ("REITs"), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading
 clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under
 a triple-net lease. The REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate.
 This group is headquartered in Houston, Texas.

 5.

 Marketing: ("Direct") Led by the holding corporation, Decentralized Sharing Systems, Inc. ("Decentralized")
 provides services to assist companies in the emerging growth "Gig" business model of peer-to-peer decentralized sharing
 marketplaces. Direct specializes in licensing its products and services through its subsidiary HWH World, Inc. ("HWH World")
 using the popular gig economic marketing strategy as a form of direct marketing. Direct's products include, among other things,
 nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

 2024
RECAP

 The
following is a summary of the DSS reported transactions and investments since January 2024 that reflect the active advancements and investments
in these business lines:

 September
16, 2024, DSS, Inc. and its subsidiary Impact BioMedical Inc. (NYSE American: IBO), announced the successful pricing of Impact BioMedical's
initial public offering (IPO). Impact BioMedical, a trailblazer in advancing human healthcare and wellness solutions, has set its
IPO price at $3.00 per share, with an initial offering of 1,500,000 shares. Trading under the ticker symbol "IBO," these
shares will begin trading on the NYSE American Market on September 16, 2024. This significant achievement underscores Impact BioMedical's
innovative contributions to the healthcare sector and represents a major milestone for DSS. We are particularly proud of the role this
IPO plays in enhancing shareholder value, reflecting our ongoing commitment to providing substantial returns to our investors.

 On
September 10, 2024, DSS Wealth Management, Inc., the registered investment advisor for the DSS AmericaFirst Funds, announced that
effective August 9, 2024, David Friedensohn, Monica Himes and Allan Siegel have resigned from their positions as independent directors.
The Trust is pleased to announce the election of three new independent directors by shareholder proxy vote: Dr. Prabir Datta, Darryl
Robinson and Mark Gronet. These individuals are seasoned senior investment executives who bring a wealth of experience and expertise
in asset management, risk management, investment operations and sales.

 On
August 26, 2024, DSS announced the appointment of Jason Grady as its Interim CEO, effective August
23, 2024. Grady, who previously served as Chief Operating Officer of DSS, Inc., brings over 25 years of extensive experience in executive
leadership, business development, restructuring, and operations management across a variety of industries. He will succeed Frank D. Heuszel,
who is exiting the company to transition to a leadership role within one of its former subsidiaries. Throughout his career, Mr. Grady
has held pivotal positions within DSS, including CEO and Director of DSS Biohealth Holdings, President of Premier Packaging Corporation,
President and COO of DSS Financial Management, and Chief Business Officer of Impact Biomedical, among others.

 On
January 30, 2024, Impact Biomedical, Inc ("IBO"). IBO announced a milestone in its innovative Laetose
technology platform. The U.S. Patent and Trademark Office (USPTO) has issued U.S. patent # 11,898,184, entitled "Low Glycemic
Sugar Composition" developed within this platform. The Laetose technology demonstrates compelling potential in reducing
caloric intake and glycemic index in foods, while also inhibiting tumor necrosis factor alpha (TNF-), a cytokine associated
with inflammatory chronic diseases. The patented formulation is a novel combination of one or more sugars and myo-inositol, with
potential to inhibit the inflammatory and metabolic response of sugar alone. This marks the first Laetose patent issued in
the U.S., emphasizing IBO's commitment to discovering, developing, and patenting unique technologies to address unmet needs in
human healthcare. The term of this US patent will expire in 2037.

 On
January 04, 2024, DSS. announced a significant investment by its Chairman of the Board, Heng Fai Ambrose Chan. In a strategic move
to bolster shareholder confidence and underscore his commitment to the company's growth. Chairman Chan acquired an additional 672,173
shares of DSS, Inc. in an open market transaction on December 28, 2023.

 STRATEGIC
BUSINESS PLAN AND PROGRESSION

 Here
we highlight three specific developments:

 As
DSS, Inc. enters a new chapter, our strategic focus is to optimize operational efficiencies, realign resources, and position the company
for sustainable long-term growth. This approach has already yielded meaningful results, as demonstrated in our most recent earnings report.
Below, we outline our key initiatives moving forward:

 Strategic
Focus for Revenue Growth and Operational Excellence

 Expansion of High-Impact Business Lines: We are strategically expanding key business units, such as Premier Packaging, to drive growth and contribute to long-term revenue generation.

 Exploration
of Untapped Markets: DSS, Inc. is committed to identifying and investing in high-growth markets, with a focus on creating scalable
and recurring revenue streams across multiple sectors.

 Enhancing
Accountability Across Business Units: To ensure consistent execution of high-priority opportunities, we are implementing metrics-driven
accountability systems across all business units.

 Cost
Structure Optimization and Operational Efficiency

 Comprehensive Business Unit Review: We are conducting an extensive evaluation of all business units to identify underperforming segments. Our goal is to restructure, streamline, or divest from non-core areas to bolster our core strengths.

 Process
and Technology Optimization: To improve productivity and reduce inefficiencies, DSS will introduce new operational tools and processes
aimed at reducing waste in procurement, production, and logistics.

 Targeted
Cost Reduction: We have set a target to reduce costs by 15-20% in the upcoming fiscal year, which will significantly improve profitability
and strengthen our financial position.

 Driving
Innovation for Competitive Advantage

 Advancing Research and Development (R&D): DSS is leveraging its R&D capabilities to develop cutting-edge solutions in emerging sectors, such as biomedical technologies and sustainable packaging, ensuring our leadership in innovation.

 Cultivating Strategic Partnerships: We are actively building partnerships with key industry players to accelerate the market introduction of innovative products and solutions, enhancing our competitive advantage.

 Pilot
Program Launches: Targeted pilot programs will be deployed in select regions or sectors to validate new initiatives, which, once
proven, will be scaled company-wide.

 Maximizing
Shareholder Value Through Disciplined Growth

 Disciplined
Financial Stewardship: DSS remains steadfast in our commitment to delivering consistent growth, profitability, and returns for shareholders,
ensuring long-term value creation.

 Commitment
to Transparency: We will provide regular updates on our progress, milestones, and strategic objectives, ensuring stakeholders remain
well-informed of our activities.

 Exploring
Shareholder Rewards: We are exploring initiatives to directly reward our shareholders for their continued trust and support, reinforcing
our commitment to shareholder value.

 Leadership
Transition and Future Outlook

 This
pivotal moment in DSS, Inc.'s journey marks a clear path toward growth, innovation, and sustained value creation. With a focused strategy
and commitment to execution, we are poised to unlock new opportunities and drive long-term shareholder returns. We extend our thanks
to all stakeholders for their continued support and confidence in DSS, Inc. We look forward to updating you on our progress and invite
any questions you may have through our Investor Relations team.

 Three-Stage
Development for Exponential Growth

 For
every completed acquisition, and taking into consideration market conditions and other constraints, we adhere to a well-structured three-stage
development process with the goal of maximizing value creation and propelling our growth by expanding our capabilities, strength, and
scale.

 Stage
1: Asset Acquisition and Organizational Development. In this initial phase, our focus lies in identifying and acquiring assets, vehicles,
asset structures, and assembling the necessary talent and organizations. This strategic step serves as the strong foundation upon which
we build future growth.

 Stage
2: Revenue Generation and Operational Excellence. Our second stage revolves around driving revenue through diverse channels, including
revenue streams, licensing, and other scalable sources. Our primary objective during this phase is the creation of efficient and well-operating
businesses that excel in operational performance.

 Stage
3: Profitability and Positive EBITDA The third and final stage focuses on achieving positive EBITDA (Earnings Before Interest, Taxes,
Depreciation, and Amortization) and profitability. This is realized through the optimization of business operations, capitalizing on
scale and efficiency to generate sustained profits.

 Growth
Strategies

 IPOs
as a Growth Strategy: Our company has plans to pursue Initial Public Offerings (IPOs) as a means to share its success with shareholders.
We aim to take our businesses public once they reach an optimal point for effective leverage and meet internal goals and expectations.

 Decentralized
Sharing Model: We firmly believe in our unique decentralized sharing model, combined with the three-stage development process, to create
substantial shareholder value. This model involves distributing dividends from potential IPOs directly to benefit shareholders.

 In
summary, our strategy delineates a methodical approach encompassing asset acquisition, revenue generation, operational efficiency, profitability,
and ultimately, taking businesses public through IPOs to reward our shareholders. We place a strong emphasis on our decentralized sharing
model, ensuring that the benefits of our success are shared directly with our valued shareholders.

Packaging Strategic Update and Progression

Packaging Corp. is focusing on its core competencies and growth areas for 2024 and 2025, with a strong emphasis on expanding into targeted
markets while enhancing internal capabilities. Here's an update on the Company's focus areas and plans:

 Focus
Areas & Growth Markets

 1.
 Key
Growth Markets

 Medical
Device: Targeting the growing need for safe, compliant, and sustainable packaging solutions for medical products. This sector presents
high-margin opportunities, especially for custom paperboard packaging that aligns with regulatory standards (cGMP certifications).

 Food
& Beverage: With increasing demand for sustainable packaging, Premier Packaging is targeting secondary food packaging. The company
is exploring the potential for obtaining SQF (Safe Quality Food) certification, addressing the growing concern for food safety and sustainability
in packaging.

 Health
& Beauty: The company is also focusing on providing cost-effective, sustainable packaging solutions for health and beauty products,
particularly where companies are overpaying for high-end packaging.

 Mailers:
Although not currently investing heavily in this category, the company continues to monitor the opportunity for growth in this space.

 2.
 Sustainability
Initiatives Premier is working towards aggressive sustainability certification and exploring green solutions across its offerings,
ensuring that their products meet the growing demand for environmentally friendly packaging.

 Key
Strategic Initiatives for 2025

 1.
 Sales
Team Development and Specialization: We will prioritize investment in comprehensive, specialized training programs tailored to the
unique needs of our key sectors—Food & Beverage, Medical Devices, and Health & Beauty. By equipping our sales force with
sector-specific knowledge and customer insights, we aim to drive deeper client relationships, accelerate revenue growth, and position
our team as experts in delivering high-value, tailored packaging solutions.

 2.
 Capital
Infrastructure and Technological Advancements: A critical component of our growth strategy for 2025 will be the strategic acquisition
and installation of key capital assets. These investments will focus on advanced production technologies and equipment upgrades, including
the procurement of glue systems, hot melt units, and enhanced press systems. These actions are expected to significantly expand production
capacity, streamline operations, and improve product quality, contributing to both operational efficiency and customer satisfaction.

 3.
 Optimization
of the Quotation Process: To improve our operational efficiency and market competitiveness, we will undertake a comprehensive review
and optimization of our quoting process. By leveraging automation tools and advanced analytics, we aim to reduce lead times, enhance
the accuracy of cost estimates, and improve our responsiveness to customer inquiries, thereby increasing overall sales conversion rates
and strengthening our market position.

 4.
 Targeted
Marketing and Brand Positioning: We will execute a focused marketing strategy designed to enhance brand visibility and reinforce
our commitment to sustainability. This will include the development of impactful campaigns that highlight our leadership in eco-friendly
packaging, showcase relevant case studies, and promote our ability to solve specific customer pain points. Additionally, we will strengthen
our customer engagement initiatives, utilizing digital marketing channels, lead generation tactics, and thought leadership content to
increase market penetration and foster long-term customer loyalty.

 These
strategic initiatives will be instrumental in positioning the company for sustained growth, profitability, and shareholder value in 2025
and beyond.

BioMedical, Inc. IPO: A Key Milestone for DSS, Inc.

 In
2024, Impact BioMedical, Inc., a subsidiary of DSS, Inc., achieved a significant milestone with the successful completion of its initial
public offering (IPO). This event marks a pivotal moment in the strategic evolution of DSS, Inc., reflecting our commitment to creating
long-term shareholder value and providing a solid foundation for continued growth within the biotechnology and biomedical sectors.

 IPO
Overview

BioMedical's IPO, which was finalized in the latter half of 2024, resulted in the company being listed on a recognized public exchange.
This public offering raised substantial capital, enabling Impact BioMedical to further accelerate its expansion into cutting-edge biomedical
technologies, which align with the growing demand for advanced healthcare solutions. The funds raised from the IPO will be allocated
to advancing R&D initiatives, scaling production capabilities, and enhancing market penetration.

 Strategic
Importance for DSS, Inc.

 The
successful IPO of Impact BioMedical is not only a significant achievement for the subsidiary but also serves as a key strategic move
for DSS, Inc. By spinning off Impact BioMedical and enabling it to operate as an independent public company, DSS has effectively unlocked
the value inherent in this high-potential subsidiary, providing both entities with the flexibility to pursue their respective growth
trajectories. The IPO also enhances DSS's ability to focus on its core operations while benefiting from any future financial or strategic
synergies with Impact BioMedical.

 Financial
and Market Impact

 The
completion of Impact BioMedical's IPO reflects a robust market appetite for innovative biotech companies with strong growth prospects.
For DSS, Inc., the IPO has led to increased market visibility and raised investor confidence in our broader portfolio. The capital infusion
into Impact BioMedical, combined with the increased operational independence of the subsidiary, positions both DSS, Inc. and Impact BioMedical
for sustainable growth in the rapidly evolving biomedical sector.

 Future
Prospects

 Looking
ahead, Impact BioMedical's IPO sets the stage for further innovation and value creation. As Impact BioMedical continues to advance in
its mission to develop novel biomedical solutions, DSS, Inc. will remain an influential stakeholder, benefiting from the long-term growth
potential of its investment. The IPO underscores DSS's commitment to fostering successful subsidiaries and advancing shareholder value
through strategic investments in high-growth industries.

BioMedical's successful IPO represents a transformative moment for both the subsidiary and DSS, Inc. It not only enhances financial
stability and market position but also highlights our strategic ability to identify, nurture, and capitalize on high-value opportunities.
This achievement positions DSS, Inc. to continue creating substantial value for its shareholders in the years ahead.

 DSS
AmericaFirst Funds Performance and Strategic Plans

 DSS
AmericaFirst Funds, a part of our Securities and Investment Management segment, has demonstrated strong performance relative to
benchmarks for three of the four mutual funds under management in calendar year 2024, as well as cumulatively since the new
investment advisory team took over in May 2023. This success is driven by the team's focus on top-down, fundamental research,
quantitative and technical analysis for stock selection and portfolio management.

 Moving
forward, the team will continue to prioritize enhancing relative performance while placing greater emphasis on improving operational
efficiencies. In addition, they plan to execute targeted strategies to effectively market their services and attract new assets under
management.

 DSS
AmericaFirst Funds, currently includes four mutual funds, each designed to outperform
their respective benchmark indices. With a strategic focus on continued performance improvement, increased marketing and sales
efforts, and the introduction of new investment products, DSS AmericaFirst Funds is poised for ongoing growth in assets under
management.

 Reporting
Operating Segments:

 As
we have reported above, we financially report business operating results on five operating segments, which we believe will certainly
increase and transition as the newer lines of business develop and mature. DSS's operating segments in 2024 highlight the company's
ongoing commitment to innovation and diversification. Each segment is strategically positioned for growth, with Premier Packaging and
Commercial Lending continuing to evolve and adapt to market demands. The Securities and Investment Management segment remains a key pillar
of our growth strategy, with expanding initiatives that include real estate investment, digital securities, and wealth management solutions.
As DSS continues to evolve and execute its strategic objectives, it is well-positioned to deliver sustained value to its shareholders
and customers across these key business lines. The five business segments that we are reporting on in 2024 are as follows:

Packaging: ("Premier") Premier Packaging Corporation provides custom packaging services and serves clients in the
pharmaceutical, nutraceutical, consumer goods, beverage, specialty foods, confections, photo packaging and direct marketing industries,
among others. The group also provides active and intelligent packaging and document security printing services for end-user customers.
In addition, the division produces a wide array of printed materials, such as folding cartons and paperboard packaging, security paper,
vital records, prescription paper, birth certificates, receipts, identification materials, entertainment tickets, secure coupons and
parts tracking forms. The division also provides resources and production equipment for our ongoing research and development of security
printing, brand protection, consumer engagement and related technologies.

Lending: ("Commercial Lending") through its operating company, American Pacific Financial, Inc. ("APF")
represents our banking and financing business line. is organized for the purposes of being a financial network holding company, focused
providing commercial loans and on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking
licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged
in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services,
banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting,
and advisory capital raising services. From this financial platform, the Company shall provide an integrated suite of financial services
for businesses that shall include commercial business lines of credit, land development financing, inventory financing, third party loan
servicing, and services that address the financial needs of the world Gig Economy.

 ("Biotech") targets unmet, urgent medical needs and expands the borders of medical and pharmaceutical science. Biotech
drives mission-oriented research, development, and commercialization of solutions for medical advances in human wellness and healthcare.
By leveraging technology and new science with strategic partnerships, Biotech provides advances in drug discovery for the prevention,
inhibition, and treatment of neurological, oncology and immuno-related diseases. Other exciting technologies include a breakthrough alternative
sugar aimed to combat diabetes and functional fragrance formulations aimed at the industrial and medical industry.

 Biotech
has several important and valuable products, technology or compounds that are in continuing development and/or licensing stages:

 LineBacker:
 Multi-faceted therapeutic platform for metabolic, neurologic, cancer, and infectious diseases.

 Equivir:
 A polyphenol compound that is believed to be successful in antiviral infection treatments. Equivir/Nemovir technology is a novel
 blend of FDA Generally Recognized as Safe ("GRAS") eligible polyphenols ( e.g., Myricetin, Hesperetin, Piperine)
 which have demonstrated antiviral effects with additional potential application as health supplements or medication. Polyphenols
 are sourced from fruits, vegetables, and other natural substances. Myricetin is a member of the flavonoid class of polyphenolic compounds
 with antioxidant properties. Hesperitin is a flavanone and Piperine is an alkaloid, commonly found in black pepper.

 Procombin:
 Applications as food additive, and natural preservative for beauty and person care products as well as natural food preservative.

 VanXin:
 Food preservative booster made up of polyphenols that extend the shelf life.

 Bioplastics:
 Advanced bio-compatible plastics that mitigate accumulation of plastics in oceans and landfills and provide UVA and UVB protection
 for many types of material for including containers, hard surfaces, and fibers for clothing. The technology is presently in development
 and testing antimicrobial plastics for consumer products that control the spread of active pathogens such as SARS-CoV-2, Influenza,
 E. coli, Staph, and Rhinovirus, by exploiting key strategies found in the biological realm. These new plastics are specifically focused
 on solutions for common products such as cups, plates, utensils, plastic bags, and countertops. The first prototypes are currently
 undergoing antimicrobial resistance testing.

 Laetose:
 Laetose technology is derived from a unique combination of sugar and inositol, which demonstrates the ability to inhibit the inflammatory
 and metabolic response of sugar alone. A sugar alternative which is believed to lower human glycemic indexes and is believed to be
 a breakthrough alternative sugar aimed to combat diabetes. The use of Laetose in a daily diet, compared to sugar, could result in
 30% lower sugar consumption and lower glycemic index/load.

 3F:
 A botanical compound believed to serve as an insect repellent and anti-microbial agent. 3F is a unique formulation of specialized
 ingredients ( e.g. terpenes) from botanical sources with demonstrated effect as an insect repellent and an antimicrobial.

 3F
 Mosquito Repellent: 3F repellent contains botanical ingredients that mosquitos avoid. These ingredients are scientifically proven1
 to affect the mosquito's receptors, essentially making the insect blind to a human's presence. This can be utilized as
 a stand-alone repellent or as an additive in detergents, lotions, shampoo, and other substances to provide mosquito protection.

 3F
 Antimicrobial: 3F antimicrobial contains botanical ingredients known to kill viruses. These ingredients are scientifically proven
 to inhibit viral replication. This can be utilized as a stand-alone antimicrobial or as an additive in detergents, lotions, shampoo,
 fabrics, and other substances.

 Quantum:
 The solution to the Patent Cliff accomplished by creating a new class of medicinal chemistry that uses advanced methods to increase
 effectiveness and persistence of natural compounds and existing drugs. The safety attributes of the original molecules are maintained.
 Typically, drug discovery processes modify functional groups. Quantum's new techniques alter behavior of molecules at the sub-molecular
 level. It is estimated that 65% of the World Health Organization Essential Medicines List can be improved and re-patented using Quantum
 and these methods can be used to enhance and patent natural compounds including many substances used in traditional medicines around
 the world.

 Bio
 Med (license): A probiotic gut health product that helps to regulate many physiological functions, ranging from energy regulation
 and cognitive processes to toxin neutralization and immunity against pathogens.

and Investment Management: ("Securities") Securities was established to develop and/or acquire assets in the securities
trading or management arena, and to pursue, among other product and service lines, real estate investment funds, broker dealers, and
mutual funds management. This business sector has already established the following business lines/investments and associated products
and services:

 REIT
 Management Fund: In March 2020, DSS Securities formed AMRE ("American Medical REIT") and its management company AAMI
 ("AMRE Asset Management, Inc.) Through AAMI/AMRE, a medical real estate investment trust, fulfills community needs for quality
 healthcare facilities while enabling care providers to allocate their capital to growth and investment in their contemporary clinical
 and critical care businesses. Urban and suburban communities are in need of modern healthcare facilities that provide a range of
 medical outpatient services. The funds ultimate product is an investor opportunity in a managed medical real estate investment trust.

 Sentinel:
 Sentinel primarily operates as a financial intermediary, facilitating institutional trading of municipal and corporate bonds
 as well as preferred stock, and accelerates the trajectory of the DSS digital securities business.

 BMIC:
 BMIC is a private investment bank specializing in corporate finance advising, raising equity, and venture services, providing
 a global "one-stop" corporate consultancy to listed companies. From corporate finance to professional valuation, corporate
 communications to event management, BMIC services companies in the US, Hong Kong, Singapore, Taiwan, Japan, Canada, and Australia.

 DSS
 Wealth Management: AmericaFirst is a suite of mutual funds managed by DSS Wealth Management. AmericaFirst expects to expand into
 numerous investment platforms including additional mutual funds and exchange-traded funds. AmericaFirst currently consists of four
 mutual funds that seek to outperform their respective benchmark indices by applying top-down, fundamental research, quantitative
 and technical analysis to stock selection and portfolio management.

Marketing Segment: provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized
sharing marketplaces. It specializes in marketing and distributing its products and services through its subsidiary and partner network,
using the popular gig economic marketing strategy as a form of direct marketing. Direct marketing products include, among other things,
nutritional and personal care products sold throughout North America, Asia Pacific and Eastern Europe.

 Intellectual
Property

 Patents

Biomedical Inc. has nine (9) patents issued, and over forty (40) patents pending worldwide with expiration of US patents between 2029
and 2040. Pending patents could extend this exclusivity period in all regions.

 The
issued and allowed patents include composition and method of application for Linebacker, Equivir, 3F (Functional Fragrance), and Laetose.

 Trademarks

 We
have several trademarks related to our DSS, Inc. businesses, which support the protection of our brand and products in various markets.
These trademarks are critical to maintaining the distinctiveness and recognition of our offerings.

 Websites:

 The
primary corporate website we maintain is www.dssworld.com. Our other sites are:

 American
Medical REIT, Inc:

 DSS
AmericaFirst:

 American
Pacific Financial ("APF"):

 DSS
PureAir, Inc.:

Packaging:

Biomedical:

 In
addition to the active websites, the Company is building multiple new sites and owns several other domain names reserved for future use
or for strategic competitive reasons. Information on our websites or any other website does not constitute a part of this annual report.

 Markets
and Competition

Packaging: In our packaging division, we face competition from a wide range of national and regional companies, many of which operate
independently and are privately held. The competition is primarily concentrated in the consumer-packaged goods and health and beauty
sectors, with major players including prominent integrated paper companies such as WestRock Company and Graphic Packaging Holding Company.
These competitors have established significant market presence and brand recognition, which drives competitive dynamics in the industry.

Lending: American Pacific Financial, our commercial lending company, offers a comprehensive range of financial services tailored to businesses.
Our services encompass commercial business lines of credit, land development financing, inventory financing, third-party loan servicing,
and solutions designed to meet the diverse financial requirements of various business sectors. In this competitive landscape, APF competes
with a wide array of traditional commercial banks and investment banking firms.

Impact Biomedical Inc. is dedicated to the discovery, confirmation, and patenting of unique scientific advancements and technologies,
which lead to innovative solutions in the realm of human healthcare and wellness. IBO collaborates closely with licensing partners,
engages in co-development initiatives, forms joint ventures, and nurtures other valuable relationships to effectively introduce these
groundbreaking solutions to the market. Within this competitive landscape, IBO faces competition from other biotechnology firms and
research institutions that are also pursuing cutting-edge advancements in healthcare, wellness, and related technologies.

and Investment Management: Was established to develop and/or acquire assets in the securities trading or management arena. This business
unit faces competition from individual money managers, established financial institutions, and organizations that engage in securities
trading and management, including both traditional Registered Investment Advisors (RIAs) and Broker-Dealers. Additionally, the division
competes with Real Estate Investment Trusts (REITs), private equity firms, and other personal investment companies that offer similar
investment opportunities and financial products to individual and institutional clients.

 Customers

Packaging: During 2024, one customer accounted for approximately 22% of our consolidated revenue and second customer accounted for approximately
13% of our consolidated revenue. Customer diversification improvements have produced several new customers to our overall customer base
and will continue to do so in 2025.

Lending: Since 2021, American Pacific Financial, Inc. has issued nearly $26 million in new loans to customers across a diverse portfolio
of businesses.

and Investment Management: Our Securities and Investment Management division has a mixture of retail and institutional investors.

 Raw
Materials

Packaging: The primary raw materials used in our packaging business are paper, paperboard, and ink. We work closely with leading suppliers
to maximize purchasing efficiencies, utilizing a diverse range of paper grades, formats, ink formulations, and colors to meet the needs
of our products. While certain materials continue to present challenges, we have seen improvements in both the cost and availability
of raw materials, particularly in the latter half of 2024. Sustainability in procurement is a critical focus for the Company. We not
only ensure that our suppliers meet rigorous sustainability standards, but we are also committed to continuous internal improvements
in sustainability practices. We are proactively setting high standards for sustainability and working with our supply chain partners
to ensure these standards are met, contributing to the overall progress and compliance within the industry.

Marketing: Sources its products from 3 rd party suppliers for nutritional, performance, and health and beauty product ingredients.
We rely on our extensive supplier network for the availability of an extensive range of vitamins, minerals, botanicals, plant, and herb
extracts, as well as nutritional supplements.

 Environmental
Compliance

 The
Company is committed to conducting its operations in full compliance with all applicable environmental laws, regulations, and other requirements.
While the potential impact of future environmental matters, including remediation efforts and compliance initiatives, cannot be predicted
with certainty, management believes that adherence to current environmental protection laws, excluding any potential recoveries from
third parties, will not have a material adverse effect on the Company's consolidated results of operations, financial position,
or cash flows. The Company remains focused on maintaining environmental responsibility while managing any future environmental liabilities
in a prudent and cost-effective manner.

 Government
Regulation

 Our
biotechnology business is faced with potential government regulations. If new legislation, regulations, or rules are implemented either
by Congress, the U.S. Patent and Trademark Office (the "USPTO"), or the courts that impact the patent application process,
the patent enforcement process or the rights of patent holders, these changes could negatively affect our patent monetization efforts
and, in turn, our assets, expenses and revenue. United States patent laws have been amended by the Leahy-Smith America Invents Act. The
America Invents Act includes several significant changes to U.S. patent law. In general, the legislation attempts to address issues surrounding
the enforceability of patents and the increase in patent litigation by, among other things, establishing new procedures for patent litigation.
For example, the America Invents Act changes the way that parties may be joined in patent infringement actions, increasing the likelihood
that such actions will need to be brought against individual parties allegedly infringing by their respective individual actions or activities.
In addition, the U.S. Department of Justice ("DOJ") has conducted reviews of the patent system to evaluate the impact of
patent assertion entities, such as our Company, on industries in which those patents relate. It is possible that the findings and recommendations
of the DOJ could adversely impact our ability to effectively license and enforce standards-essential patents and could increase the uncertainties
and costs surrounding the enforcement of any such patented technologies.

 Moreover,
new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost of our enforcement actions,
and new standards or limitations on liability for patent infringement could negatively impact our revenue derived from such enforcement
actions.

 Corporate
History

 The
Company, incorporated in the state of New York in May 1984 has formally conducted business in the name of Document Security Systems,
Inc. On September 16, 2021, the board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc.
(a New York corporation, incorporated in August 2020), for the sole purpose of effecting a rebranding from Document Security Systems,
Inc. to DSS, Inc. This change became effective on September 30, 2021. DSS, Inc. maintained the same trading symbol "DSS"
and updated its CUSIP number to 26253C-102. In January 2024, in conjunction with a reverse split, DSS now operates under
the CUSIP 26253C 201. See the "Overview" section above for further details about our acquisitions.

 Human
Capital Resources

 As
of December 31, 2024, DSS, Inc. had 100 employees. We continue to retain and attract qualified management and technical personnel. Our
employees are not covered by any collective bargaining agreement, and we believe that our relations with our employees are in good standing.

 Available
information

 Our
website address is www.dssworld.com. Information on our website is not incorporated herein by reference. We make available
free of charge through our website our press releases, Annual Report on Form 10-K/A, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports as soon as reasonably practicable after electronically filed with or furnished to the
Securities and Exchange Commission.

 ITEM
1A – RISK FACTORS

 Investing
in our common stock involves risk. Before deciding whether to invest in our common stock, you should carefully consider the risks and
uncertainties described below. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors
that could have material adverse effects on our future results. If any of these risks actually occur, our business, business prospects,
financial condition or results of operations could be seriously harmed. This could cause the trading price of our common stock to decline,
resulting in a loss of all or part of your investment. Please also read carefully the section contained in Part II, Item 7, below, entitled
"Cautionary Statement Regarding Forward-Looking Statements."

 We
have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition or
results of operations in the future. Additional risks not presently known to us or that we currently believe are immaterial may also
significantly impair our business operations. If any of these risks occur, our business, results of operations or financial condition
could suffer, the market price of our common stock could decline, and you could lose all or part of your investment in our common stock.

 The
value of our intangible assets and investments may not be equal to their carrying values.

 As
of December 31, 2024, we had approximately $18.9 million of net intangible assets. Approximately $17.8 million is associated with Impact Biomedical, Inc. The Company has completed valuations for certain developed technology assets acquired in the transaction
as well as the non-controlling interest portion of Impact BioMedical, Inc. and its subsidiaries. If licensing efforts are not successful,
the values of these assets could be reduced. We are required to evaluate the carrying value of such intangibles and goodwill and the
fair value of investments whenever events or changes in circumstances indicate that the carrying value of an intangible asset, including
goodwill, and investment may not be recoverable. If any of our intangible assets, goodwill or investments are deemed to be impaired then
it will result in a significant reduction of the operating results in such period.

 We
have secured indebtedness, and a potential risk exists that we may be unable to satisfy our obligations to pay interest and principal
thereon when due or negotiate acceptable extensions or settlements.

 We
have outstanding indebtedness (described below), most of which is secured by assets of various DSS subsidiaries and guaranteed by the
Company. Given our history of operating losses and our cash position, there is a risk that we may not be able to repay indebtedness when
due. If we were to default on any of our other indebtedness that require payments of cash to settle such default and we do not receive
an extension or a waiver from the creditor and the creditor were to foreclose on the secured assets, it could have a material adverse
effect on our business, financial condition, and operating results.

 As
of December 31, 2024, we had the following significant amounts of outstanding indebtedness:

 Packaging entered into master loan and security agreement ("BOA Note") with Bank of America, N.A. ("BOA")
 to secure financing approximating $3,710,000 to purchase a new Heidelberg XL 106-7+L printing press. The aggregate principal balance
 outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing. As of December 31, 2024, the
 outstanding principal on the BOA Note was $2,436,000 and had an interest rate of 4.63%. As of December 31, 2024, $520,000 was included
 in the current portion of long-term debt, net, and the remaining balance of approximately $1,916,000 recorded as long-term debt,
 The BOA Note contains certain covenants that are analyzed annually. As of December 31, 2024, Premier is in compliance with these
 covenants.

 Packaging entered into a loan and security agreement with Union Bank & Trust Company for the principal amount of $790,000 and
 shall accrued interest at the rate of 7.44%. Principal and interest shall be repaid in the approximate amount of $14,000 through
 March 2029. This loan is collateralized by a Bobst Model Novacut and is guaranteed by DSS, Inc. As of December 31, 2024, the outstanding
 principal and interest approximates $605,000 of which $123,000 was included in the current portion of long-term debt, net, and the
 remaining balance of approximately $482,000 recorded as long-term debt.

 AMRE
 Shelton, LLC., ("AMRE Shelton") a subsidiary of AMRE, entered into a loan agreement ("Shelton Agreement")
 with Patriot Bank, N.A. ("Patriot Bank") in an amount up to $6,155,000, with the amount financed approximating $5,105,000.
 The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25%. The interest will be adjusted commencing
 on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall
 be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing
 advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $2,829,000 due at term
 end. The net book value of these assets as of December 31, 2023 approximated $6,279,000. As of December 31, 2024, the
 outstanding principal and interest approximates $4,424,000 and is included in current portion of long-term debt on assets held-for-sale,
net on the accompanying consolidated balance sheet

 $3,000,000
 loan agreement with BMIC ("BMIC Loan"), between LVAM and BMIC with interest to be charged at a variable rate to be calculated
 at the maturity date. The BMIC Loan matured on October 12, 2022 and both parties agree based on the language of the loan documents
 that the loan will keep extending an additional 3 months until either party cancels the extension. As of December 31,
 2024, the outstanding principal and interest approximated $464,000 and is included in current portion of long-term debt, net on the
 accompanying balance sheet.

 $3,000,000
 loan agreement with Lee Wilson Tsz Kin ("Wilson Loan") between LVAM and Wilson with interest to be charged at a variable
 rate to be calculated at the maturity date. The Wilson Loan matured on October 12, 2022 and both parties agree based on the language
 of the loan documents that the loan will keep extending an additional 3 months until either party cancels the extension. As
 of December 31, 2024, the outstanding principal and interest approximated $145,000 and is included in current portion of long-term
 debt, net on the accompanying balance sheet.

 AMRE
 LifeCare entered into a loan agreement ("LifeCare Agreement") with Pinnacle Bank, ("Pinnacle Bank") in the
 amount of $40,300,000. The LifeCare Agreement supported the acquisition of three medical facilities located in Fort Worth, Texas,
 Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $62,000,000. The LifeCare Agreement has a variable interest rate
 which equated to 8.8% on December 31, 2024. The outstanding principal and interest approximated $46,069,000 and is included in
 current portion of long-term debt on assets held-for-sale, net on the accompanying balance sheet. This note is in default and is due as of the date of this
 filing.

 AMRE
 Winter Haven, LLC ("AMRE Winter Haven") and Pinnacle Bank ("Pinnacle") entered a term loan ("Pinnacle
 Loan") whereas Pinnacle lent to AMRE Winter Haven the principal sum of $2,990,000, maturing on March 7, 2024. The interest
 rate as of December 31, 2024 is 9.6%. The outstanding principal and interest, approximates $3,040,000 and is included in
 current portion of long-term debt on assets held-for-sale, net on the accompanying consolidated balance sheet at December 31, 2024. This note was assumed
 by SMS Financial on August 15, 2024. This note is in default and is past due.

 A
significant amount of our revenue is derived by two customers.

 As
of December 31, 2024, two customers accounted for approximately 22% and 13% of our consolidated revenue and these two customers accounted
for approximately 29% and 20% of our consolidated trade accounts receivable balance. As of December 31, 2023, two customers accounted
for approximately 20% and 11% of our consolidated revenue and 39% and 30% of our trade accounts receivable balance. If we were to lose
this customer or if the amount of business we do with this customer declines significantly, our business would be adversely affected.

 We
may face intellectual property infringement or other claims against us, our customers or our intellectual property that could be costly
to defend and result in our loss of significant rights.

 Although
we have received patents with respect to certain of our core business technologies, there can be no assurance that these patents will
afford us any meaningful protection. Although we believe that our use of the technology and products we have developed, and other trade
secrets used in our operations do not infringe upon the rights of others, our use of the technology and trade secrets we developed may
infringe upon the patents or intellectual property rights of others. In the event of infringement, we could, under certain circumstances,
be required to obtain a license or modify aspects of the technology and trade secrets we developed or refrain from using the same. We
may not be able to successfully terminate any infringement in a timely manner, upon acceptable terms and conditions or at all. Failure
to do any of the foregoing could have a material adverse effect on our operations and our financial condition. Moreover, if the patents,
technology, or trade secrets we developed or use in our business are deemed to infringe upon the rights of others, we could, under certain
circumstances, become liable for damages, which could have a material adverse effect on our operations and our financial condition. As
we continue to market our products, we could encounter patent barriers that are not known today. A patent search may not disclose all
related applications that are currently pending in the United States Patent Office, and there may be one or more such pending applications
that would take precedence over any or all of our applications.

 Furthermore,
third parties may assert that our intellectual property rights are invalid, which could result in significant expenditures by us to refute
such assertions. If we become involved in litigation, we could lose our proprietary rights, be subject to damages and incur substantial
unexpected operating expenses. Intellectual property litigation is expensive and time-consuming, even if the claims are subsequently
proven unfounded, and could divert management's attention from our business. If there is a successful claim of infringement, we
may not be able to develop non-infringing technology or enter into royalty or license agreements on acceptable terms, if at all. If we
are unsuccessful in defending claims that our intellectual property rights are invalid, we may not be able to enter into royalty or license
agreements on acceptable terms, if at all. Moreover, if we are unsuccessful in our pending patent infringement litigation, we could lose
certain patents that have been collateralized by third party funding partners. This could prohibit us from providing our products and
services to customers, which could have a material adverse effect on our operations and our financial condition.

 Certain
of our recently developed products are not yet commercially accepted and there can be no assurance that those products will be accepted,
which would adversely affect our financial results.

 We've
acquired several patents in the bio-health field through our acquisition if Impact Biomedical, Inc. Our business plan includes plans
to incur significant marketing, intellectual property development and sales costs for the bio-health related products. If we are not
able to develop and sell these new products, our financial results will be adversely affected.

 The
results of our research and development efforts are uncertain and there can be no assurance of the commercial success of our products.

 We
believe that we will need to continue to incur research and development expenditures to remain competitive. The products we are currently
developing or may develop in the future may not be technologically successful. In addition, the length of our product development cycle
may be greater than we originally expected, and we may experience delays in future product development. If our resulting products are
not technologically successful, they may not achieve market acceptance or compete effectively with our competitors' products.

 The
markets in which we operate are highly competitive, and we may not be able to compete effectively, especially against established industry
competitors with greater market presence and financial resources.

 Our
markets are highly competitive and characterized by rapid technological change and product innovations. Our competitors may have advantages
over us because of their longer operating histories, more established products, greater name recognition, larger customer bases, and
greater financial, technical and marketing resources. As a result, they may be able to adapt more quickly to new or emerging technologies
and changes in customer requirements and devote greater resources to the promotion and sale of their products. Competition may also force
us to decrease the price of our products and services. We cannot assure you that we will be successful in developing and introducing
new technology on a timely basis, new products with enhanced features, or that these products, if introduced, will enable us to establish
selling prices and gross margins at profitable levels.

 If
we are unable to respond to regulatory or industry standards effectively, our growth and development could be delayed or limited.

 Our
future success will depend in part on our ability to enhance and improve the functionality and features of our products and services
in accordance with regulatory or industry standards. Our ability to compete effectively will depend in part on our ability to influence
and respond to emerging industry governmental standards in a timely and cost-effective manner. If we are unable to influence these or
other standards or respond to these or other standards effectively, our growth and development of various products and services could
be delayed or limited.

 Breaches
in security, whether cyber or physical, and other disruptions and/or our inability to prevent or respond to such breaches, could diminish
our ability to generate revenues or contain costs, compromise our assets, and negatively impact our business in other ways.

 We
face certain security threats, including threats to our information technology infrastructure, attempts to gain access to our proprietary
or classified information, and threats to physical and cyber security. Our information technology networks and related systems are critical
to the operation of our business and essential to our ability to successfully perform day-to-day operations. The risks of a security
breach, cyber-attack, cyber intrusion, or disruption, particularly through actions taken by computer hackers, foreign governments and
cyber terrorists, have increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world
have increased. Although we have acquired and developed systems and processes designed to protect our proprietary and/or classified information,
they may not be sufficient and the failure to prevent these types of events could disrupt our operations, require significant management
attention and resources, and could negatively impact our reputation among our customers and the public, which could have a negative impact
on our financial condition, and weaken our results of operations and liquidity.

 Our
investments in Asia are subject to unique risks and uncertainties, including tariffs and trade restrictions.

 Our
investment in Alset International Limited, presents risks including, but not limited to, changes in share price of investments, changes
in local regulatory requirements, changes in labor laws, local wage laws, environmental regulations, taxes and operating licenses, compliance
with U.S. regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to application and interpretation of
local laws and enforcement of contract and intellectual property rights, currency restrictions, currency exchange controls, fluctuations
of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages, labor shortages, labor disputes,
increase in labor costs, rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism,
or the threat of boycotts, other civil disturbances and the possible impact of the imposition of tariffs as a result of the tariff dispute
between the U.S. and China as well as any retaliating trade policies or restrictions. Any such disruptions could depress our earnings
and have other material adverse effects on our business, financial condition and results of operations.

 Future
growth in our business could make it difficult to manage our resources.

 Future
business expansion could place a significant strain on our management, administrative and financial resources. Significant growth in
our business may require us to implement additional operating, product development and financial controls, improve coordination among
marketing, product development and finance functions, increase capital expenditures and hire additional personnel. There can be no assurance
that we will be able to successfully manage any substantial expansion of our business, including attracting and retaining qualified personnel.
Any failure to properly manage our future growth could negatively impact our business and operating results.

 If
we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to remain
competitive, continue to expand our technology or pursue growth.

 Our
future success depends upon the continued service of certain of our executive officers and other key sales and research personnel who
possess longstanding industry relationships and technical knowledge of our products and operations. Although we believe that our relationship
with these individuals is positive, there can be no assurance that the services of these individuals will continue to be available to
us in the future. There can be no assurance that these persons will agree to continue to be employed by us after the expiration dates
of their current contracts.

 We
have identified weaknesses in our internal control over financial reporting structure; any material weaknesses may cause errors in our
financial statements that could require restatements of our financial statements and investors may lose confidence in our reported financial
information, which could lead to a decline in our stock price.

 Section
404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of
the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting
in each Annual Report on Form 10-K. We have had previously identified weaknesses in our internal control over financial reporting following
management's annual assessment of internal controls over financial reporting and, as a result of that assessment, management had
concluded our controls associated may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation.

 We
do not intend to pay cash dividends.

 We
do not intend to declare or pay cash dividends on our common stock in the foreseeable future. We anticipate that we will retain any earnings
and other cash resources for investment in our business. The payment of dividends on our common stock is subject to the discretion of
our board of directors and will depend on our operations, financial position, financial requirements, general business conditions, restrictions
imposed by financing arrangements, if any, legal restrictions on the payment of dividends and other factors that our board of directors
deems relevant.

 We
may seek to develop additional new inventions and intellectual property, which would take time and would be costly. Moreover, the failure
to obtain or maintain intellectual property rights for such inventions would lead to the loss of our investments in such activities.

 Part
of our business may include the development of new inventions and intellectual property that we would seek to monetize. However, this
aspect of our business would likely require significant capital and would take time to achieve. Such activities could also distract our
management team from our present business initiatives, which could have a material and adverse effect on our business. There is also
the risk that these initiatives would not yield any viable new inventions or technology, which would lead to a loss of our investments
in time and resources in such activities.

 In
addition, even if we are able to develop new inventions, in order for those inventions to be viable and to compete effectively, we would
need to develop and maintain, and we would heavily rely on, a proprietary position with respect to such inventions and intellectual property.
However, there are significant risks associated with any such intellectual property we may develop principally including the following:

 patent
 applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;

 we
 may be subject to interference proceedings;

 we
 may be subject to opposition proceedings in the U.S. or foreign countries;

 any
 patents that are issued to us may not provide meaningful protection;

 we
 may not be able to develop additional proprietary technologies that are patentable;

 other
 companies may challenge patents issued to us;

 other
 companies may design around technologies we have developed; and

 enforcement
 of our patents may be complex, uncertain and very expensive.

 We
cannot be certain that patents will be issued as a result of any future applications, or that any of our patents, once issued, will provide
us with adequate protection from competing products. For example, issued patents may be circumvented or challenged, declared invalid
or unenforceable, or narrowed in scope. In addition, since publication of discoveries in scientific or patent literature often lags behind
actual discoveries, we cannot be certain that it will be the first to make our additional new inventions or to file patent applications
covering those inventions. It is also possible that others may have or may obtain issued patents that could prevent us from commercializing
our products or require us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct
our business. As to those patents that we may license or otherwise monetize, our rights will depend on maintaining our obligations to
the licensor under the applicable license agreement, and we may be unable to do so. Our failure to obtain or maintain intellectual property
rights for our inventions would lead to the loss of our investments in such activities, which would have a material and adverse effect
on our business.

 Moreover,
patent application delays could cause delays in recognizing revenue from our internally generated patents and could cause us to miss
opportunities to license patents before other competing technologies are developed or introduced into the market.

 Changes
in the laws and regulations to which we are subject may increase our costs.

 We
are subject to numerous laws and regulations, including, but not limited to, environmental and health and welfare benefit regulations,
as well as those associated with being a public company. These rules and regulations may be changed by local, state, provincial, national
or foreign governments or agencies. Such changes may result in significant increases in our compliance costs. Compliance with changes
in rules and regulations could require increases to our workforce, and could result in increased costs for services, compensation and
benefits, and investment in new or upgraded equipment.

 Declines
in general economic conditions or acts of war and terrorism may adversely impact our business.

 Demand
for printing services is typically correlated with general economic conditions. The prolonged decline in United States economic conditions
associated with the great recession adversely impacted our business and results of operations and may do so again. The overall business
climate of our industry may also be impacted by domestic and foreign wars or acts of terrorism, which events may have sudden and unpredictable
adverse impacts on demand for our products and services.

 If
we fail to comply with the continued listing standards of the NYSE American LLC Exchange, it may result in a delisting of our common
stock from the exchange.

 Our
common stock is currently listed for trading on the NYSE American LLC Exchange ("NYSE American"), and the continued listing
of our common stock on the NYSE American is subject to our compliance with a number of listing standards.

 If
our common stock were no longer listed on the NYSE American, investors might only be able to trade our shares on the OTC Bulletin Board
 or in the Pink Sheets (a quotation medium operated by Pink Sheets LLC). This would impair the liquidity of our common stock
not only in the number of shares that could be bought and sold at a given price, which might be depressed by the relative illiquidity,
but also through delays in the timing of transactions and reduction in media coverage.

 If
we are delisted from the NYSE American, your ability to sell your shares of our common stock may be limited by the penny stock restrictions,
which could further limit the marketability of your shares.

 If
our common stock is delisted from the NYSE American, it could come within the definition of a "penny stock" as defined in
the Exchange Act and could be covered by Rule 15g-9 of the Exchange Act. That rule imposes additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers and accredited investors. For transactions covered by
Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or
willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities
in the public market. These additional procedures could also limit our ability to raise additional capital in the future.

 If
our common stock is not listed on a national securities exchange, compliance with applicable state securities laws may be required for
certain offers, transfers and sales of the shares of our common stock.

 Because
our common stock is listed on the NYSE American, we are not required to register or qualify in any state the offer, transfer or sale
of the common stock. If our common stock is delisted from the NYSE American and is not eligible to be listed on another national securities
exchange, sales of stock pursuant to the exercise of warrants and transfers of the shares of our common stock sold by us in private placements
to U.S. holders may not be exempt from state securities laws. In such event, it will be the responsibility of us in the case of warrant
exercises or the holder of privately placed shares to register or qualify the shares for any offer, transfer or sale in the United States
or to determine that any such offer, transfer or sale is exempt under applicable state securities laws.

 If
securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding
our stock adversely, our stock price and trading volume could decline.

 The
trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about
us or our business. Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases,
if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts
cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in
turn could cause our stock price or trading volume to decline.

 Because
certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions
requiring stockholder approval.

 As
of March 24, 2025 our directors, executive officers and principal stockholders (those beneficially owning in excess of 5%), and their
respective affiliates, beneficially own approximately 57% of our outstanding shares of common stock. As a result, these stockholders,
acting together, could have the ability to control the outcome of matters submitted to our stockholders for approval, including the election
of directors and any merger, consolidation or sale of all or substantially all of our assets. As such, these stockholders, acting together,
could have the ability to exert influence over the management and affairs of our company. Accordingly, this concentration of ownership
might harm the market price of our common stock by: delaying, deferring or preventing a change in corporate control; impeding a merger,
consolidation, takeover or other business combination involving us; or discouraging a potential acquirer from making a tender offer or
otherwise attempting to obtain control of us.

 Additional
financing or future equity issuances may result in future dilution to our shareholders.

 We
expect that we will need to raise additional funds in the future to finance our internal growth, our merger and acquisition plans, investment
activities, continued research and product development, and for other reasons. Any required additional financing may not be available
on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities, you may experience significant dilution
of your ownership interest and the newly issued securities may have rights senior to those of the holders of our common stock. The price
per share at which we sell additional securities in future transactions may be higher or lower than the price per share in this offering.
Alternatively, if we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include
negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to fund
additional interest expense. If adequate additional financing is not available when required or is not available on acceptable terms,
we may be unable to successfully execute our business plan.

 ITEM
1B – UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C - CYBERSECURITY

 We
have a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information,
corruption of data, intentional or unintentional disclosure of confidential information, or disruption of operations. These security
measures include controls, security processes and monitoring of our manufacturing systems. We have cloud security tools and governance
processes designed to assess, identify and manage material risks from cybersecurity threats. In addition, we maintain an information
security training program designed to address phishing and email security, password security, data handling security, cloud security,
operational technology security processes, and cyber-incident response and reporting processes.

 Our
Company is committed to maintaining the highest standards of cybersecurity to protect our data, intellectual property, and customer information
from cyber threats. As part of this commitment, we leverage a sophisticated cybersecurity framework that integrates the robust capabilities
of the Microsoft cloud ecosystem with the specialized services of a leading third-party cybersecurity service provider.

 The
Microsoft cloud ecosystem, including Microsoft 365, Azure, SharePoint Online, Microsoft Defender, and Microsoft InTune, forms the backbone
of our cybersecurity infrastructure. These platforms offer advanced security features such as data encryption in transit and at rest,
network security controls, identity and access management, and threat protection capabilities. Microsoft's constant investment
in cybersecurity research and development ensures that we benefit from cutting-edge security technologies and practices.

 In
addition to utilizing the Microsoft cloud ecosystem, we have engaged a third-party service provider to enhance our cybersecurity posture
further. This provider brings additional layers of security through services including:

 Software
 Security Management: Ensuring that applications such as Office 365 and Azure are configured, maintained and following best security
 practices.

 Security
 Monitoring and Consultation Services: Continuous monitoring of our systems for suspicious activities and providing expert consultation
 to address and mitigate potential threats.

 Data
 Storage and Backup of Source Systems: Implementing robust data storage solutions and backup protocols to ensure data integrity and
 availability.

 Security
 Policy Management: Developing and enforcing comprehensive security policies that govern all aspects of our cybersecurity efforts.

 Threat
 Response Management: Rapid identification and response to security incidents to minimize impact.

 Security
 Software Implementation: Deployment of state-of-the-art security software solutions that complement the security features of the
 Microsoft cloud ecosystem.

 Our
approach to cybersecurity is proactive and multifaceted, combining the scalability and reliability of the Microsoft cloud services with
the agility and expertise of our third-party cybersecurity partner. Together, these resources form a comprehensive defense mechanism
against a wide range of cyber threats, from phishing and malware attacks to sophisticated nation-state sponsored cyber-attacks. We continuously
evaluate and adapt our cybersecurity strategy to respond to evolving threats and to align with best practices and regulatory requirements.
Our commitment to cybersecurity is integral to our business operations, and we believe our strategic investments in this area significantly
mitigate the risk of cybersecurity incidents that could impact our company's reputation, financial position, or operational capabilities.

 Governance

 The
 management of the Company is responsible for overseeing risk for the Company and has delegated to the VP, Engineering & Technology
("VPE&T") the responsibility for overseeing the cybersecurity risk management strategy for the Company. Management receives
regular updates on our cybersecurity risk management process from the VPE&T. The VPE&T reviews our comprehensive cybersecurity
framework, including reviewing our cybersecurity reporting protocol that provides for the notification, escalation and communication
of significant cybersecurity events to the management team.

 The
 Company's cybersecurity program is overseen by our VPE&T, who is responsible for global information technology, including cybersecurity.
 Our VPE&T, is primarily responsible for assessing and managing material risks from cybersecurity threats, including monitoring the
measures used for prevention, detection, mitigation and remediation of cybersecurity incidents. The information security organization
is comprised of internal IBO employees and external security suppliers who provide security monitoring and response.

 ITEM
2 - PROPERTIES

 The
corporate group and the packaging division has occupied an approximate 105,000 square foot leased facility, located at 275 Wiregrass
Parkway, Henrietta, New York since March 2022. This lease expires twelve years and 3 months later. Base rents escalate from $61,000 per
month in year one to $78,000 per month in year twelve. In March 2021, the Company leased Suite 100 for approximately 3,800 sq. ft. in
Houston for approximately $4,400 per month, in October 2022 the Company expanded the space by acquiring neighboring Suite 130. The Company
currently leases both Suite 100 and Suite 130 at approximately 3,855 square feet for approximately $7,000 per month. The office is in
Houston, Texas at 1400 Broadfield Blvd., Suite 100 and Suite 130, for corporate offices and subsidiary expansion.

 ITEM
3 - LEGAL PROCEEDINGS

 Not
applicable.

 We
may become subject to other legal proceedings that arise in the ordinary course of business and have not been finally adjudicated. Adverse
decisions in any of the foregoing may have a material adverse effect on our results of operations, cash flows or our financial condition.
The Company accrues for potential litigation losses when a loss is probable and estimable.

 ITEM
4 - MINE SAFETY DISCLOSURES

 Not
applicable.

 Part
II

 ITEM
5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is listed on the NYSE American LLC Exchange, where it trades under the symbol "DSS".

 Holders
of Record

 As
of March 24, 2025, we had 311 record holders of our common stock. This number does not include the number of persons whose shares
are in nominee or in "street name" accounts through brokers.

 Dividends

 We
did not pay dividends during 2024. In 2023, we did not pay cash dividends. In April 2023, DSS distributed to its shareholders two (2)
shares of its beneficially owned common stock of Sharing Services Global Corporation (OTC: SHRG) for each share of DSS common stock owned.
In August of 2023, the Company issued four (4) shares of Impact BioMedical, Inc., formerly a wholly-owned subsidiary of the Company,
to its shareholders of record on July 10, 2023.

 The
payment of dividends on our common stock is subject to the discretion of our board of directors and will depend on our operations, financial
position, financial requirements, general business conditions, restrictions imposed by financing arrangements, if any, legal restrictions
on the payment of dividends and other factors that our board of directors deems relevant.

Authorized for Issuance Under Equity Compensation Plans

 As
of December 31, 2024, securities issued and securities available for future issuance under both our 2013 and 2020 Employee, Director
and Consultant Equity Incentive Plan (the "Plans") is as follows:

 Restricted stock to be issued upon vesting

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted average exercise price of outstanding options, warrants and rights

 Number of securities
 remaining available for
 future issuance (under equity compensation
 Plans (excluding
 securities reflected in
 column (a & b))

 Plan Category

 (a)

 (b)

 (c)

 (d)

 Equity compensation plans approved by security holders

 2013 Employee, Director and Consultant Equity Incentive Plan - options

 -

 -

 $
 -

 -

 2013 Employee, Director and Consultant Equity Incentive Plan - warrants

 -

 -

 $
 -

 -

 2020 Employee, Director and Consultant Equity Incentive Plan

 -

 -

 $
 -

 814,184

 Total

 -

 -

 $
 -

 814,184

 Recent
Issuances of Unregistered Securities

 Information
regarding any equity securities we have sold during the period covered by this Report that were not registered under the Securities Act
of 1933, as amended, and was not included in a quarterly report on Form 10-Q or in a current report on Form 8-K, is set forth below.
Each such transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) of the Securities
Act or Rule 506 of Regulation D promulgated by the SEC, unless otherwise noted. Unless stated otherwise: (i) the securities were offered
and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii)
each of the persons who received these unregistered securities had knowledge and experience in financial and business matters which allowed
them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable about our operations and financial
condition; (iv) no underwriter participated in, nor did we pay any commissions or fees to any underwriter in connection with the transactions;
and, (v) each certificate issued for these unregistered securities contained a legend stating that the securities have not been registered
under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities.

Repurchased by the Registrant

 We
did not purchase or repurchase any of our securities in the fiscal year ended December 31, 2024.

 ITEM
6 - SELECTED FINANCIAL DATA

 Not
applicable.

 ITEM
7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 FORWARD-LOOKING
STATEMENTS

 Certain
statements contained herein this report constitute "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "1995 Reform Act"). Except for the historical information contained herein, this report
contains forward-looking statements (identified by words such as "estimate", "project", "anticipate",
"plan", "expect", "intend", "believe", "hope", "strategy" and
similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements
are subject to various risks, uncertainties, and factors, that could cause actual results to differ materially from the results anticipated
in the forward-looking statements.

 Overview

 The
Company, which was incorporated in the state of New York in May 1984, previously conducted its business under the name of Document Security
Systems, Inc On September 16, 2021, our board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS,
Inc. This subsidiary, incorporated in August 2020, was created for the sole purpose of facilitating a transformational name change from
Document Security Systems, Inc. to DSS, Inc. This significant shift in our identity became official on September 30, 2021. With the name
change, DSS, Inc. retained its trading symbol, "DSS," and is currently trading under its CUSIP number to 26253C 201. This
change reflects not only our evolution as a company but also our commitment to adapting and growing in an ever-changing business landscape.
DSS, Inc. (referred to herein as "DSS," "we," "us," or "our") now operates across five
distinct business lines, each with its own unique scope and presence on a global scale. These business lines encompass a wide range of
industries and sectors, including:

Packaging: Our involvement in product packaging represents our dedication to delivering innovative and sustainable packaging solutions
that meet the evolving needs of various markets.

In the field of biotechnology, we are focused on pioneering scientific advancements and technologies that have the potential to transform
human healthcare and wellness.

Marketing: Our direct marketing endeavors involve strategic efforts to engage with customers and clients, providing tailored solutions
and services that enhance their experiences.

Lending: We are actively engaged in commercial lending, offering a suite of financial services that cater to the unique needs of businesses,
ranging from commercial lines of credit to land development financing.

and Investment Management: In the world of securities and investment management, we aim to provide expertise and guidance to help our
clients navigate the complexities of the financial markets and achieve their investment goals.

 Each
of these business lines is at a different stage of development, growth, and income generation, reflecting the diversity of our operations.
This multi-faceted approach allows us to adapt to changing market conditions and explore new opportunities for expansion and success.
We are committed to our continued evolution and to delivering value to our stakeholders across these diverse business lines.

 The
Company, initially incorporated in the state of New York in May 1984, had historically conducted its business under the name Document
Security Systems, Inc. However, on September 16, 2021, our board of directors approved an agreement and plan of merger with a wholly
owned subsidiary, DSS, Inc. (incorporated in August 2020). The primary purpose of this merger was to affect a name change from Document
Security Systems, Inc. to DSS, Inc., which officially took effect on September 30, 2021. This change did not affect our trading symbol,
which remained as "DSS," and is currently trading under its CUSIP number to 26253C 201.

 Diverse
Business Lines and Global Presence:

 Under
the banner of DSS, Inc., we have diversified our operations into five distinct business lines, each with its own unique scope and geographical
footprint. These business lines include:

Packaging: Led by Premier Packaging Corporation, Inc. ("Premier"), a New York corporation, this segment specializes in paperboard
and fiber-based folding carton manufacturing, consumer product packaging, and document security printing. Premier is headquartered in
its newly established facility in Rochester, NY, primarily serving the US market.

This business line is dedicated to investing in or acquiring companies in the BioHealth and BioMedical fields, focusing on drug discovery,
prevention, treatment of various diseases, and open-air defense initiatives against infectious diseases.

Marketing: Operating under the umbrella of Decentralized Sharing Systems, Inc. ("Decentralized"), this division provides
services to companies in the emerging growth "Gig" business model of peer-to-peer decentralized sharing marketplaces. It
specializes in marketing and distributing products and services across North America, Asia Pacific, Middle East, and Eastern Europe.

Lending: American Pacific Financial, Inc. ("APF") represents our banking and financing business line. Looking ahead, to
better meet the needs of the current financial market, the company is looking to transition away form certain industries like direct
marketing and focus more on growing its inventory / equipment loan portfolio as well as engaging in more specialized areas of
lending like broker/dealer loans. We will continue to monitor our managed loan portfolio, which earns 1.25%
annually in service charges, and explore future opportunities. Importantly, the equity portfolio as a bank holding company is
anticipated to remain relatively stable, regardless of stock market fluctuations.

and Investment Management: This division focuses on acquiring assets in the securities trading and management arena, including broker-dealers
and mutual funds management. It also oversees a real estate investment trust (REIT) that acquires hospitals and care centers.

 RESULTS
OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31,

 2024

 2023

 %
 Change

 Printed
 products

 $

 16,107,000

 $

 18,497,000

 -13

 %

 2,764,000

 5,288,000

 -48

 %

 Commercial lending

 -41

 %

 Direct marketing

 -

 -100

 %

 Total

 $

 19,097,000

 $

 25,933,000

 -26

 %

- For the year ended December 31, 2024, revenue decreased 26% to approximately $19.1 million as compared to revenues of
approximately $25.9 million for the year ended December 31, 2023. Printed products sales, which include sales of packaging and
printing products, decreased 13% in 2024 as compared to 2023. The decrease is due primarily to orders expected to ship during the
4 th quarter 2022 being pushed to the 1st quarter 2023 as well as decrease in orders from two existing customers during
2024. Rental income decreased 51% due a tenant at our AMRE LifeCare subsidiary not making rent payments. Net investment income of
$226,000 as of December 31, 2024 decreased 41% from $385,000 as of December 31, 2023 due to a number of notes receivable deemed
uncollectible and impaired during 2024. The Company's Direct Marketing revenues decreased 100% in 2024 as compared to 2023 as
the change in business plan from maintaining its own sales force to licensing its products at our subsidiary HWH World has been slow
to generate revenue. Commission revenue, associated with Sentinel Brokers Company subsidiary, decrease 41% due to decreases in
commissions on equity trading resulting from a change in clearing houses which required such transactions to be put on hold during
the transition.

 Costs
and Expenses

 2024

 2023

 %
 Change

 Cost
 of revenue

 Printed
 products

 $

 15,230,000

 $

 15,282,000

 %

 7,550,000

 8,074,000

 -6

 %

 Biotechnology

 42,000

 77,000

 -45

 %

 lending

 712,000

 1,139,000

 -37

 %

 marketing

 5,000

 818,000

 -99

 %

 Sales,
 general and administrative compensation

 4,574,000

 5,662,000

 -19

 %

 Professional
 fees

 2,668,000

 3,170,000

 -16

 %

 Stock
 based compensation

 -

 N/A

 Sales
 and marketing

 2,427,000

 2,356,000

 %

 Rent
 and utilities

 682,000

 790,000

 -14

 %

 Research
 and development

 278,000

 1,685,000

 -84

 %

 of goodwill

 25,093,000

 30,978,000

 -19

 %

 of fixed assets

 264,000

 -

 NA

 Other
 operating expenses

 2,149,000

 6,680,000

 -68

 %

 Total
 costs and expenses

 $

 61,693,000

 $

 76,711,000

 -20

 %

 Costs
of revenue includes all direct costs of the Company's printed products, including its packaging and printing sales and its
direct marketing sales, materials, direct labor, transportation, and manufacturing facility costs. In addition, this category includes
all direct costs associated with the Company's technology sales, services and licensing including hardware and software that are
resold, third-party fees, and fees paid to inventors or others because of technology licenses or settlements, if any. Cost of revenue
for our REIT line of business includes all direct cost associated with the maintenance and upkeep of the related facilities, depreciation,
amortization and the costs to acquire the facilities. Our Commercial Lending operating segment has costs of revenue associated with the
impairment of notes receivable for those amounts at risk of collection. Total costs of revenue decreased 7% in 2024 as compared to 2023,
primarily due to the decrease in revenue associate with the change in the Direct marketing business plan that has been slow to generate
revenue as well as decrease in revenues from our Printed product business line.

 Sales,
general and administrative compensation costs, decreased 19% in 2024 as compared to 2023, primarily related the decrease in head
count as the change in business plan from maintaining our own sales force for the Direct marketing business segment to licensing its
products.

 Professional
fees decreased 16% in 2024 as compared to 2023, primarily due to a decrease in legal fees associated with the direct marketing segment,
accounting fees, and due diligence fees related to potential acquisitions.

 Stock
based compensation includes expense charges for all stock-based awards to employees, directors, and consultants. Such awards include
option grants, warrant grants, and restricted stock awards. Stock based compensation during the year ended December 31, 2024, is associated
with such awards given to officers, directors and consultants of Impact BioMedical.

 Sales
and marketing costs, which includes internet and trade publication advertising, travel and entertainment costs, sales-broker commissions,
and trade show participation expenses, increased 3% during 2024 as compared to 2023, primarily due to increases in our Printed Products
and Biotechnology business segments offset by the decrease in such cost associated with our Direct marketing business segment,

 Rent
and utilities decreased 14% during the year ended December 31, 2024, as compared to the same period in 2023 respectively, primarily
due to end of the lease in Tennessee for AMRE office space and California for the Company's DSS Wealth Management subsidiary.

 Research
and development costs consist primarily of third-party research costs and consulting costs. During the year ended December 31, 2024,
Research and development costs decreased 84% as compared to the same period in 2023 primarily due to decrease in such activities at our
Impact Biomedical, Inc. subsidiary.

of goodwill during the 4 th quarter of 2023, the Company performed qualitative and quantitative assessments of the goodwill
value associated with its APF and Sentinel subsidiaries and determined that as of December 31, 2023 both assets required impairment.
At December 31, 2023, the Company fully impaired the value of APF and Sentinel goodwill of approximately $29,744,000 and $1,234,000,
respectively. Similarly, the Company performed a similar evaluation during the year ended December 31, 2024 and deemed an full
impairment of the Impact BioMedical goodwill was necessary in the amount of $25,093,000.

of fixed assets is the impairment of marketing assets in development that the Company decided to forego completion.

 Other
operating expenses consist primarily of equipment maintenance and repairs, office supplies, IT support, and insurance costs. During
the year ended December 31, 2024, other operating expenses decreased 68% compared to the same period in 2023, due primarily to the reserves
put against rent receivables at our AMRE subsidiary approximating $3.0 million in 2023 as the tenant was unable to pay rent.

 Other
Income and Expense

 2024

 2023

 %
 Change

 income

 $

 238,000

 $

 1,118,000

 -79

 %

 income on notes receivable, related party

 102,000

 171,000

 -40

 %

 Dividend
 income

 -

 16,000

 -100

 %

 Other
 income

 218,000

 532,000

 -59

 %

 expense

 (283,000

)

 (553,000

)

 -49

 %

 Foreign
 currency translation adjustment

 (6,000

)

 -

 N/A

 Gain/(loss)
 on equity method investment

 1,000

 (34,000

)

 -103

 %

 Gain/(loss) on investments

 224,000

 (4,967,000

)

 -105

 %

 of intangible assets

 -

 (7,418,000

)

 -100

 %

 of real estate assets

 (7,288,000

)

 (812,000

)

 %

 of assets upon deconsolidation of SHRG

 -

 (6,220,000

)

 -100

 %

 Impairment of investments

 (782,000

)

 -

 N/A

 Provision
 for loan losses

 (3,691,000

)

 (3,794,000

)

 -3

 %

 Loss
 on sale of assets

 165,000

 (1,300,000

)

 -113

 %

 Total
 other expense

 $

 (11,102,000

)

 $

 (23,261,000

)

 %

income is recognized on the Company's money markets, and notes receivable identified in Note 5. The decrease of 79% year
over year in interest income is driven by several notes being put on non-accrual as the related borrowers have shown an inability to
pay timely.

income on notes receivable, related party is recognized on the Company's notes receivable with related parties identified in
Note 5. The decrease of 40% year over year in interest income is driven by several notes being put on non-accrual as the related borrowers
have shown an inability to pay timely.

 Dividend
income for the year ended December 31, 2023 represent dividends received on certain marketable securities owned by the Company. No
such dividends were received in 2024.

 Other
income decreased 59% during the year 2024 as compared to 2023 due primarily to income incurred in 2023 regarding the Company's
distribution agreement with BioMed Technologies.

expense decreased 49% year-over-year primarily due to the increase in debt at Premier Packaging and LVAM during 2024.

 Gain
(loss) from equity method investment represents the Company's prorated portion of earnings for its investments accounted for
under the equity method for the year ended December 31, 2024, and 2023. The transition from a loss of $34,000 in 2023 to a gain of $1,000 in 2024 is indicative of the related companies
financial performance improving year over year.

 Gain/(loss) on investments consists of net realized and unrealized losses on marketable securities which are recognized as the difference
between the purchase price and sale price of the common stock investment, and net unrealized losses on marketable securities which are
recognized on the change in fair market value on our common stock investment. The improvement in our marketable securities year over year is driven by an improved performance in our True Partners
Capital Holdings Limited investment which incurred an approximate loss in fair value of $3,224,000 in 2023 as compared to gain in fair
value of approximately $591,000 in 2024.

of intangible assets represents the impairment of certain intangible assets associated with our AMRE LifeCare properties that during
2023 were deemed unrecoverable.

of real estate represents a write-down of real estate assets associated with our AMRE LifeCare properties during 2023 based on a
fair value analysis performed as of December 31, 2023. A fair value analysis was performed during 2024 which resulted in a $2,973,000
impairment of the AMRE LifeCare Pittsburgh and Fort Worth locations. Further, the Company executed a purchase agreement for its AMRE
LifeCare Plano location with a sale price at approximately $4,250,000 below its 2023 fair value. This transaction closed on March 26,
2025.

of investments the Company determined an impairment of
its investments in Nano9 and BioMed Technologies was necessary in the amounts of $150,000 and $632,000, respectively, at December 31,
2024.

of assets upon deconsolidation is driven by the Company's distribution of approximately 280 million shares of SHRG in May 2023
which resulted in a decrease in its ownership percentage of SHRG's common stock from approximately 81% to 7%.

 Provision
for loan losses represents a reserve put against certain notes receivable deemed uncollectible. During the year ended December
31, 2024, the Company reviewed the entire loan portfolio and determined specific loans required an allowance for credit losses. See
Note 6.

 Gain/(loss)
on sale of assets the gain in 2024 is driven by the sale of its Linden, Ut facility while, the loss in 2023 is driven by the
Company's loss on the sale of equity of HWH Holdings Inc and loss on sale of assets of HWH World as identified in Note 8.

 Liquidity
and Capital Resources

 The
Company has historically met its liquidity and capital requirements primarily through the sale of its equity securities and debt financing.
As of December 31, 2024, the Company had cash of approximately $11.4 million. As of December 31, 2024, the Company believes that it has
sufficient cash to meet its cash requirements for at least the next 12 months from the filing date of this Annual Report. In addition,
the Company believes that it will have access to sources of capital from the sale of its equity securities and debt financing.

 Cash
Flow from Operating Activities

 Net
cash used by operating activities was approximately $9.1 million for the year ended December 31, 2024 as compared to approximately $19.2
million for the year ended December 31, 2023. This decrease is driven by a decrease in payments of accrued expenses of approximately
$15.8 million, accounts payable of $1.4 million year over year as well as an increase other liabilities incurred, not paid of approximately $3.2 million.

 Cash
Flow from Investing Activities

 Net
cash provided by investing activities was approximately $8.8 million for the year ended December 31, 2024 and $8.9 million for year ended
December 31, 2023. The year ended December 31, 2024 included $5.6 million in cash provided by the sale of our Lindon, UT
facility, $3.0 million of cash provided by the sale of marketable securities, as well as $4.2 million received from notes receivable
offset by the $3.3 million purchases of investments. In comparison, the Company sold $9.5 million in marketable securities and
issued $1.0 million in new notes receivable for the year ended December 31, 2023.

 Cash
Flow from Financing Activities

 Net
cash provided by financing activities for the year ended December 31, 2024 was $5.1 million due to $4.5 million of additional
borrowings on long-term debt as well as $3.2 million of proceeds received from Impact BioMedical's IPO offset by $2.6 million
of payments toward long-term debt. Net cash used by financing activities was approximately $2.4 million for the year ended December
31, 2023 driven by payments toward long-term debt of $4.2 million offset by borrowings of long-term debt of $1.8 million.

 Continuing
Operations and Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis
of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated
financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might
be necessary should we be unable to continue as a going concern. While the Company has approximately $11.4 million in cash, the Company
has incurred operating losses as well as negative cash flows from operating activities over the past two years.

 Aside
from its $11.4 million in cash as of December 31, 2024, the Company believes it can continue as a going concern, due to its ability to
generate operating cash through the sale of its $9.2 million of Marketable Securities. Between March 24, 2025 and March 27, 2025, the
Company sold a shares of Impact BioMedical, a subsidiary, for approximately $1,969,000. Further, the Company has approximately 1,052,000
shares of Impact BioMedical shares available to sell. In addition, the Company has taken steps, and will continue to take measures, to
materially reduce the expenses and cash burn at all corporate and business line levels. Although there are no assurances, we believe
the above would allow us to fund our nine business lines current and planned operations for the twelve months from the filing date of
this Annual Report. Based on this, the Company has concluded that substantial doubt of its ability to continue as a going concern has
been alleviated.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on our financial condition, financial
statements, revenues or expenses.

 Inflation

 Although
our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of
operations during 2024 or 2023 as we are generally able to pass the increase in our material and labor costs to our customers or absorb
them as we improve the efficiency of our operations.

 Critical
Accounting Policies

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions
and estimates that affect the amounts reported in our financial statements and accompanying notes. The financial statements as of December
31, 2024, describe the significant accounting policies and methods used in the preparation of the financial statements. There have been
no material changes to such critical accounting policies as of the Annual Report on Form 10-K/A for the year ended December 31, 2023.

 Allowance
For Loans and Lease Losses

 The Company adopted amended accounting
guidance ASC Topic 326 which requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets
to present the net carrying value at the amount that is expected to be collected over the contractual term of the asset considering relevant
information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported
amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions
are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts
and timing of expected future cash flows, collateral values and other factors used to determine the borrowers' abilities to repay
obligations. After the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining
contractual life of the loans.

 Fair
Value of Financial Instruments

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") establishes a three-tier fair value hierarchy which prioritizes the inputs used
in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 The
carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable
and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable
securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value
as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes
payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions.
The fair value of investments where the fair value is not considered readily determinable, are carried at cost.

in equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at that value with
unrealized gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is
recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities,
with unrealized gains and losses included in earnings.

 For
equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below
book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 9 for further
discussion on investments.

 The
Company recognizes its revenue based on when the title passes to the customer or when the service is completed and accepted by the customer.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided.
Sales and other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental income associated
with its REIT, net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements and contractual
fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term
of the related lease. The Company recognizes net investment income from its investment banking line of business as interest owed to the
Company occurs. The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes
revenue as items are shipped.

 As
of December 31, 2024, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater
than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and
future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected
the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products
as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization
period of the asset that the Company would have otherwise recognized is one year or less.

 Discontinued
Operations

 On
May 4, 2023, the Company distributed approximately 280 million shares of Sharing Service Global Corporation ("SHRG"), beneficially
held by the Company, in the form of a dividend to the shareholders of the Company's common stock. Upon completion of this distribution,
the Company retained an ownership interest in SHRG of approximately 7%. Effective May 1, 2023, SHRG was deconsolidated from the consolidated
financial statements (the "Deconsolidation"). The consolidated statement of operations does not include SHRG activity after
April 30, 2023 and the assets and liabilities of SHRG are no longer included within the Company's consolidated balance sheet. The
deconsolidation of SHRG is a strategic shift, as a significant portion of the Direct Marketing line of business was eliminated. While
the Decentralized Sharing Systems part of the business will continue to provide these services, SHRG was a significant portion of this
segment as it made up approximately 47% and 20%, respectively, of the total DSS revenue in 2022 and 2023. Accordingly, the Company has
applied discontinued operations treatment for this deconsolidation as required by Accounting Standards Codification 205—Discontinued
Operations. The operating results of the discontinued operations is reflected on the Consolidated Statements of Operations as Loss from
Discontinued Operations. See Note 19.

 Acquisitions

 Business
combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations. Under the guidance, the
assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all acquisition costs
are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill. If the fair value
of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded. The application
of business combination accounting requires the use of significant estimates and assumptions.

 Acquisition
of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs
are expensed as incurred. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the
purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and
improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable).
Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated
fair values using methods like those used by independent appraisers and that use appropriate discount and/or capitalization rates and
available market information.

 Segment
reporting

 In
November 2023, the Financial Accounting Standards Board ("FASB"), issued Accounting Standards Update ("ASU")
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure
through enhanced disclosures about significant segment expenses. The amendment is effective for fiscal years beginning after December
15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments
should be applied retrospectively to all prior periods presented in the financial statements. The Company has adopted the enhanced segment
disclosures for the year ended December 31, 2024.

 ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Financial
Statements

 DSS,

 TABLE
OF CONTENTS

 Page

 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 606)

 Financial Statements:

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Cash Flows

 Consolidated Statements of Changes in Stockholders' Equity

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

Stockholders of DSS, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of DSS, Inc, and its subsidiaries (the "Company") as of December
31, 2024 and 2023, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

in Real Estate

 As
described in Note 3 to the consolidated financial statements, the Company owns real estate properties through their subsidiaries with
a net book value of approximately $45,158,000, which are classified as held for sale. We identified the valuation of the real estate
to be a critical audit matter.

 The
principal consideration for our determination of management's assessment of impairment of the real estate as a critical audit matter
is the high degree of subjective auditor judgment associated with evaluating management's determination of impairment of the real
estate properties, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant
assumptions. The key assumptions used within the valuation models included site valuations and various approaches such as cost, sales
comparison, etc. The calculated fair values are sensitive to changes in these key assumptions.

 How
the Critical Audit Matter was addressed in the Audit

 Our
audit procedures related to the determination of the fair value of the real estate properties included the following, among others:

 a)
 We
 obtained management's rollforward of investments in real estate from December 31, 2023,
 to December 31, 2024 and tested any material additions by vouching to invoices and contracts.

 b)
 We
 obtained third party valuations that assess the fair value of the properties from management.

 c)
 We
 assessed the qualifications and competence of management and the qualifications, competence
 and objectivity of third-party specialist.

 d)
 We
 engaged a valuation firm to review the valuation reports provided by management to determine
 if the reports were reasonable and acceptable based on the methodologies used by management's
 third-party valuation firm. We also assessed the qualifications and competence of the valuation
 firm.

 e)
 We
 compared the net book value of the real estate properties to the fair values of the properties
 per the third-party valuations to determine if the carrying value is less than fair value
 and impairment was addressed properly. During the year ended December 31, 2024, Management
 reclassified the land and building related to AMRE Shelton to assets held for sale.

 f)
 We
 assessed the sufficiency of the Company's disclosure of its accounting for these real
 estate properties included in Notes 3 and 8.

 Evaluation
of Intangible Assets and Goodwill for Impairment

 As
described in Notes 3 and 11 to the consolidated financial statements, the Company holds Intangible Assets and Goodwill through its subsidiaries
with a net book value of approximately $18,890,000 and $1,769,000, respectively. We identified the value of Intangible Assets and Goodwill
to be a critical audit matter.

 The
principal consideration for our determination of management's assessment of impairment of the Intangible Assets and Goodwill as
a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management's determination
of impairment of Intangible Assets and Goodwill, which is primarily due to the complexity of the valuation models used and the sensitivity
of the underlying significant assumptions. The key assumptions used within the valuation models included qualitative and quantitative
assessments. The calculated fair values are sensitive to changes in these key assumptions.

 How
the Critical Audit Matter was addressed in the Audit

 Our
audit procedures related to the determination of the fair value of the Intangible Assets and Goodwill included the following, among others:

 a)
 We
 obtained management's rollforward of Intangible Assets and Goodwill from December 31,
 2023, to December 31, 2024 and tested any material additions and disposals by vouching to
 agreements.

 b)
 We
 obtained management's qualitative and quantitative assessments and third-party valuations
 that assess the fair value of the Intangible Assets and Goodwill.

 c)
 We
 assessed the qualifications and competence of management and the qualifications, competence
 and objectivity of third-party specialists.

 d)
 We
 reviewed the valuation reports provided by management to determine if the reports were reasonable
 and acceptable based on the methodologies used by management's third-party valuation
 firm.

 e)
 We
 audited the critical inputs used in the valuation calculations and utilized the services
 of an independent auditor engaged specialist to ensure the methodologies and assumptions
 utilized by the Company's independent specialists were reasonable and in accordance
 with industry standards.

 f)
 We
 assessed the sufficiency of the Company's disclosure of its accounting for Intangible
 Assets and Goodwill included in Notes 3 and 11.

 GRASSI
& CO., CPAs, P.C.

 We
 have served as the Company's auditor since 2022.

 Jericho,

 New York

 March
 31, 2025

 DSS,

Balance Sheets

 As
of December 31,

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 11,431,000

 $
 6,615,000

 Accounts receivable, net of allowance for credit reserve of $ 1,613,000

 3,068,000

 3,994,000

 Inventory, net

 2,442,000

 2,819,000

 Assets held for sale

 45,158,000

 51,595,000

 Current portion of notes receivable, net

 240,000

 7,451,000

 Current portion of notes receivable - related part, net

 337,000

 1,321,000

 Current portion of notes receivable

 337,000

 1,321,000

 Prepaid expenses and other current assets

 1,141,000

 839,000

 Total current assets

 63,817,000

 74,634,000

 Property, plant and equipment, net

 5,381,000

 6,417,000

 Investment in real estate, net

 -

 6,279,000

 Other investments

 1,282,000

 Investment, equity method

 129,000

 128,000

 Marketable securities

 9,211,000

 9,979,000

 Notes receivable, net

 17,000

 35,000

 Notes receivable - related party, net

 112,000

 76,000

 Notes receivable

 112,000

 76,000

 Other assets

 162,000

 97,000

 Right-of-use assets

 6,465,000

 7,210,000

 Goodwill

 1,769,000

 26,862,000

 Other intangible assets, net

 18,890,000

 20,193,000

 Total assets

 $
 106,453,000

 $
 153,192,000

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 2,793,000

 $
 3,654,000

 Accrued expenses and deferred revenue

 2,651,000

 2,511,000

 Other current liabilities

 4,193,000

 983,000

 Current portion of lease liability

 606,000

 686,000

 Current portion of long-term debt, net

 642,000

 790,000

 Current portion of long-term debt on assets held-for-sale, net

 53,534,000

 44,308,000

 Current portion of long-term debt - related party, net

 609,000

 2,678,000

 Current portion of long-term debt, net

 609,000

 2,678,000

 Total current liabilities

 65,028,000

 55,610,000

 Long-term debt, net

 2,398,000

 7,451,000

 Long-term lease liability

 6,311,000

 6,917,000

 Commitments and contingencies (Note 18)

 -

 -

 Stockholders' equity

 Preferred stock, $.02 par value; 47,000 shares authorized, zero shares issued and outstanding ( zero on December 31, 2023); Liquidation value $ 1,000 per share, zero aggregate. zero on December 31, 2023).

 -

 -

 Common stock, $.02 par value; 200,000,000 shares authorized, 8,092,518 shares issued and outstanding ( 7,066,772 on December 31, 2023)

 161,000

 Additional paid-in capital

 323,150,000

 319,963,000

 Accumulated deficit

 ( 303,072,000
)

 ( 256,176,000
)

 Total stockholders' equity of the company

 20,239,000

 63,927,000

 Non-controlling interest in subsidiaries

 12,477,000

 19,287,000

 Total stockholders' equity

 32,716,000

 83,214,000

 Total liabilities and stockholders' equity

 $
 106,453,000

 $
 153,192,000

 See
accompanying notes.

 DSS,

Statements of Operations

 For
the Years Ended December 31,

 2024

 2023

 Revenue:

 Printed products

 $
 16,107,000

 $
 18,497,000

 Rental income

 1,792,000

 3,647,000

 Net investment income

 Direct marketing

 -

 Commission revenue

 972,000

 1,641,000

 Total revenue

 19,097,000

 25,933,000

 Costs and expenses:

 Cost of revenue

 23,539,000

 25,390,000

 Selling, general and administrative (including stock-based
 compensation)

 38,154,000

 51,321,000

 Total costs and expenses

 61,693,000

 76,711,000

 Operating loss

 ( 42,596,000
)

 ( 50,778,000
)

 Other income (expense):

 Interest income

 238,000

 1,118,000

 Interest income on notes receivable, related party

 102,000

 171,000

 Dividend income

 -

 16,000

 Other income

 218,000

 532,000

 Interest expense

 ( 283,000
)

 ( 553,000
)

 Foreign currency translation adjustment

 ( 6,000
)

 -

 Gain/(loss) on equity method investment

 1,000

 ( 34,000
)

 Gain/(loss) on investments

 224,000

 ( 4,967,000
)

 Impairment of intangible assets

 -

 ( 7,418,000
)

 Impairment of real estate assets

 ( 7,288,000)

 ( 812,000
)

 Impairment of investments

 ( 782,000

)

 -

 Impairment of assets upon deconsolidation of SHRG

 -

 ( 6,220,000
)

 Provision for loan losses

 ( 3,691,000
)

 ( 3,794,000
)

 Gain/(loss) on sale of assets

 165,000

 ( 1,300,000
)

 Loss from continuing operations before income taxes

 ( 53,698,000
)

 ( 74,039,000
)

 Income tax expense

 ( 8,000
)

 ( 4,000
)

 Loss from continuing operations

)

 ( 74,043,000
)

 Loss from discontinued operations, net of tax

 -

)

 Net loss

)

 ( 77,524,000
)

 Loss from continuing operations attributed to noncontrolling interest

 6,810,000

 16,897,000

 Net loss attributable to common stockholders

 $
)

 $
 ( 60,627,000
)

 Amounts attributable to DSS stockholders

 Loss from continuing operations net of taxes

 $
)

 $
 ( 57,335,000
)

 Loss from discontinued operations net of taxes

 -

 ( 3,292,000
)

 Net loss attributable to DSS shareholders

 $
)

 $
 ( 60,627,000
)

 Loss per common share attributable to common stock holders - continuing operations

 Basic

 $
 ( 6.63
)

 $
 ( 8.20
)

 Diluted

 $
 ( 6.63
)

 $
 ( 8.20
)

 Loss per common share attributable to common stock holders - discontinued operations

 Basic

 $
 -

 $
 ( 0.47
)

 Diluted

 $
 -

 $
 ( 0.47
)

 Shares used in computing loss per common share:

 Basic

 7,072,377

 6,996,322

 Diluted

 7,072,377

 6,996,322

 See
accompanying notes.

 DSS,

Statements of Cash Flows

 For the Years Ended December 31,

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $

)

 $

 ( 77,524,000
)

 Loss from discontinued operations

 -

)

 Loss from continuing operations

)

 ( 74,043,000
)

 Adjustments to reconcile net loss to net cash used by operating activities:

 Depreciation and amortization

 2,239,000

 5,206,000

 Stock based compensation

 -

 Loss (income) on equity method investment

 ( 1,000
)

 34,000

 Loss (gain) on investments

 ( 224,000
)

 7,307,000

 Change in ROU assets

 745,000

 1,009,000

 Impairment of fixed assets

 264,000

 -

 Impairment of real estate

 7,288,000

 812,000

 Impairment of investments

 782,000

 -

 (Gain) loss on sale of assets

 ( 14,000
)

 1,300,000

 Impairment of intangible assets

 -

 7,418,000

 Impairment of accounts receivable

 -

 3,023,000

 Impairment of notes receivable

 4,398,000

 3,794,000

 Impairment of assets upon deconsolidation

 6,220,000

 Impairment of goodwill

 25,093,000

 30,978,000

 Decrease (increase) in assets:

 Accounts receivable

 1,142,000

 1,316,000

 Inventory

 377,000

 5,483,000

 Prepaid expenses and other current assets

 778,000

 996,000

 Other assets

 ( 65,000
)

 2,392,000

 Increase (decrease) in liabilities:

 Accounts payable

 ( 861,000
)

 ( 2,260,000
)

 Accrued expenses and deferred revenue

 ( 15,646,000
)

 Change in ROU liabilities

 ( 686,000
)

 ( 1,013,000
)

 Other liabilities

 3,210,000

 ( 39,000
)

 Net cash used by operating activities - continuing operations

 ( 9,082,000
)

 ( 15,713,000
)

 Net cash used by operating activities - discontinued operations

 -

)

 Net cash used by operating activities

 ( 9,082,000
)

 ( 19,194,000
)

 Cash flows from investing activities:

 Purchase of property, plant and equipment

 ( 133,000
)

 ( 818,000
)

 Purchases of real estate assets

 ( 140,000

)

 Purchase of investment

 ( 3,327,000
)

 -

 Disposal of property, plant and equipment

 5,609,000

 248,000

 Asset acquired with Sentinel acquisition

 -

 40,000

 Sale of marketable securities

 3,023,000

 9,502,000

 Issuance of new notes receivable, net origination fees

 ( 459,000
)

 ( 1,046,000
)

 Payments received on notes receivable

 4,132,000

 870,000

 Payments received
 on notes receivable, related party

 106,000

 Net cash provided by investing activities

 8,811,000

 8,936,000

 Cash flows from financing activities:

 Payments of long-term debt

 ( 2,626,000
)

 ( 4,246,000
)

 Borrowings of long-term debt

 4,524,000

 1,829,000

 Issuances of common stock, net of issuance costs

 3,189,000

 -

 Net cash provided (used) by financing activities

 5,087,000

 ( 2,417,000
)

 Net increase (decrease) in cash - continuing operations

 4,816,000

 ( 9,194,000
)

 Net increase (decrease) in cash - discontinued operations

 -

)

 Cash and cash equivalents at beginning of year

 6,615,000

 19,290,000

 Cash and cash equivalents at end of year

 $

 11,431,000

 $

 6,615,000

 See
accompanying notes.

 DSS,

Statements of Changes in Stockholders' Equity

 For
the Years Ended December 31,

 Capital

 Deficit

 Subsidiary

 Total

 Common Stock

 Preferred Stock

 Additional
 Paid-in

 Accumulated

 Total DSS

 Non-
 controlling
 Interest in

 Capital

 Deficit

 Subsidiary

 Total

 Balance, December 31, 2022

 6,950,858

 $
 139,000

 -

 $
 -

 $
 319,766,000

 $
 ( 194,343,000
)

 $
 125,562,000

 31,119,000

 $
 156,681,000

 -

 -

 Issuance of common stock, net of expenses

 62,354

 1,000

 -

 -

 267,000

 -

 268,000

 -

 268,000

 Acquisition of Sentinel Brokers Company, Inc.

 -

 -

 -

 -

 ( 70,000
)

 -

 ( 70,000
)

 -

 ( 70,000
)

 Fractional shares as a result of reverse stock split

 53,560

 -

 -

 -

 -

 -

 -

 -

 -

 Dividend in kind - Deconsolidation of Sharing Services Global Corporation

 -

 -

 -

 -

 -

 ( 1,206,000
)

 ( 1,206,000
)

 ( 1,206,000
)

 Deconsolidation of Sharing Services Global Corporation

 -

 -

 -

 -

 -

 -

 -

 5,065,000

 5,065,000

 Net loss from continuing operations

 -

 -

 -

 -

 -

 ( 60,627,000
)

 ( 60,627,000
)

 ( 16,897,000
)

 ( 77,524,000
)

 Balance, December 31, 2023

 7,066,772

 $

 -

 $
 -

 $
 319,963,000

 $
 ( 256,176,000
)

 $
 63,927,000

 $
 19,287,000

 $
 83,214,000

 Balance, December 31, 2023

 7,066,772

 $

 -

 $
 -

 $
 319,963,000

 $
 ( 256,176,000
)

 $
 63,927,000

 $
 19,287,000

 $
 83,214,000

 Balance

 7,066,772

 $

 -

 $
 -

 $
 319,963,000

 $
 ( 256,176,000
)

 $
 63,927,000

 $
 19,287,000

 $
 83,214,000

 Issuance of common stock, net of expenses

 1,025,746

 20,000

 -

 -

 980,000

 -

 1,000,000

 -

 1,000,000

 Issuance of common stock, net of expenses - Impact BioMedical, Inc.

 -

 1,000

 -

 -

 2,188,000

 -

 2,189,000

 -

 2,189,000

 Stock based compensation - Impact Biomedical, Inc.

 -

 -

 -

 -

 Net loss

 -

 -

 -

)

)

 ( 6,810,000
)

)

 Balance, December 31, 2024

 8,092,518

 $
 161,000

 -

 $
 -

 $
 323,150,000

 $
 ( 303,072,000
)

 $
 20,239,000

 $
 12,477,000

 $
 32,716,000

 Balance

 8,092,518

 $
 161,000

 -

 $
 -

 $
 323,150,000

 $
 ( 303,072,000
)

 $
 20,239,000

 $
 12,477,000

 $
 32,716,000

 See
accompanying notes.

 DSS,

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 1.
DESCRIPTION OF BUSINESS

 Description of Business

 The
Company, incorporated in the state of New York in May 1984 has conducted business in the name of Document Security Systems, Inc. On September
16, 2021, the board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc. (a New York corporation,
incorporated in August 2020), for the sole purpose of effecting a name change from Document Security Systems, Inc. to DSS, Inc. This
change became effective on September 30, 2021. DSS, Inc. maintained the same trading symbol "DSS".

 DSS,
Inc. (together with its consolidated subsidiaries, referred to herein as "DSS," "we," "us," "our"
or the "Company") currently operates nine (9) distinct business lines with operations and locations around the globe. These
business lines are: (1) Product Packaging, (2) Biotechnology, (3) Commercial Lending, (4) Securities and Investment Management, (5) Direct
Marketing.

 Our divisions, their business lines, subsidiaries, and operating territories:
(1) Our Product Packaging line is led by Premier Packaging Corporation, Inc. ("Premier"), a New York corporation. Premier
operates in the paper board and fiber based folding carton, consumer product packaging, and document security printing markets. It markets,
manufactures, and sells sophisticated custom folding cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions.
Premier is currently located in its new facility in Rochester, NY, and primarily serves the US market. (2) The Biotechnology business
line was created to invest in or acquire companies in the BioHealth and BioMedical fields, including businesses focused on the advancement
of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is
also targeting unmet, urgent medical needs, and is developing open-air defense initiatives, which curb transmission of air-borne infectious
diseases, such as tuberculosis and influenza. (3) Our Commercial Lending business division, driven by American Pacific Financial ("APF"),
is organized for the purposes of being a financial network holding company, focused on acquiring equity positions in (i) undervalued commercial
bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan
and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services,
mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special
purpose acquisition company) consulting services, and advisory capital raising services. (4) Securities and Investment Management was
established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other product and service
lines, broker dealers, and mutual funds management. Also in this segment is the Company's real estate investment trusts ("REIT"),
organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant
market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. the REIT was
formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. (5) Direct Marketing, led by the holding
corporation, Decentralized Sharing Systems, Inc. ("Decentralized") provides services to assist companies in the emerging growth
"Gig" business model of peer-to-peer decentralized sharing marketplaces. Direct Marketing's products include, among
other things, nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe.

 On
May 13, 2021, Sentinel Brokers, LLC. ("Sentinel LLC"), subsidiary of the Company entered into a stock purchase agreement
("Sentinel Agreement") to acquire a 24.9 % equity position of Sentinel Brokers Company, Inc. ("Sentinel Co."),
a company registered in the state of New York, and in December 2022, Sentinel LLC exercised this option to increase its equity position
to 75 %. In May of 2023, Sentinel LLC acquired an additional 5 % increasing its equity position to 80.1 %. Sentinel is a broker-dealer operating
primarily as a fiduciary intermediary, facilitating intuitional trading of municipal and corporate bonds as well as preferred stock,
and is registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"),
and is a member of the Securities Investor Protection Corporation ("SIPC").

 2.
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 Restatement
of Previously Issued Financial Statements

 The
Company has restated its financial statements for the year ended December 31, 2023, along with certain notes to such restated financial
statements. The adjustments recorded were related to the correction of an error identified by management. Impacted amounts and associated disclosures are restated within the accompanying notes to the financial
statements.

 On
May 4, 2023, the Company distributed approximately 280 million shares of Sharing Service Global Corporation ("SHRG"), beneficially
held by the Company, in the form of a dividend to the shareholders of the Company's common stock. Upon completion of this distribution,
the Company retained an ownership interest in SHRG of approximately 7 %. Effective May 1, 2023, SHRG was deconsolidated from the consolidated
financial statements (the "Deconsolidation"). The consolidated statement of operations does not include SHRG activity after
April 30, 2023 and the assets and liabilities of SHRG are no longer included within the Company's consolidated balance sheet. In
the 10-Q for the second quarter of 2023, the Company recorded an approximate $ 29.9 million loss on deconsolidation. The Company also
recorded a decrease in accumulated deficit of $ 18.7 million to reflect the reversal of balances as of deconsolidation. In preparation
of the Form S-3 as well as the September 30, 2024 10-Q filing this transaction was revisited and it was determined that loss was unintentionally
overstated by approximately $ 23.5 million driven primarily by the increases in accumulated deficit that should have been recorded as
an offset to the initial income statement loss. In addition, the Company also determined that Deconsolidation also required the recognition
of discontinued operations.

 3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Summary of Significant Accounting Policies

 Principles
of Consolidation – The consolidated financial statements include the accounts of DSS and its subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

 Deconsolidation
of Sharing Services Global Corporation - On May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially
held by DSS and Decentralized Sharing Systems in the form of a dividend to the shareholders of DSS common stock. Upon completion of this
distribution, DSS will retain an ownership interest in SHRG of approximately 7 %. Immediately prior to this distribution, DSS owned approximately
 81 % of the issued and outstanding common shares of SHRG. As a result, SHRG, whose operations represented a significant portion of our
Direct Marketing segment, was deconsolidated from our consolidated financial statements effective as of May 1, 2023 (the "Deconsolidation")
and will be treated as discontinued operations on the face of our financial statements. Subsequent to April 30, 2023, the assets and
liabilities of SHRG are no longer included within our consolidated balance sheets. Any discussions related to results, operations, and
accounting policies associated with SHRG refer to the periods prior to the Deconsolidation.

 Upon
Deconsolidation, we recognized an impairment of assets due to the deconsolidation of SHRG approximately $ 6,071,000 which is recorded
as an impairment of assets due to the deconsolidation in our consolidated statements of operations. Subsequent to the Deconsolidation,
we accounted for our equity ownership interest in SHRG as a marketable security and at the quoted price stock price of SHRG, valued at
approximately $ 74,000 at December 31, 2023.

 Use
of Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in
the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis,
the Company evaluates its estimates, including those related to the accounts receivable, convertible notes receivable, inventory, fair
values of investments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options
and warrants to purchase the Company's common stock, preferred stock, deferred revenue, and income taxes, among others. The Company
bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which
form the basis for making judgments about the carrying values of assets and liabilities.

 Reclassifications –
Costs associated with Professional fees for the years ended December 31, 2024, and 2023 have been reclassified to Research and
development to conform with current period presentation. For the year ended December 31, 2023, Sales and marketing costs have been
reclassified from Other operating costs to Sales and marketing to conform with current period presentation. Further the Current
portion of long-term debt, net, was reduced approximately $ 47,000,000, the Current portion of long-term debt on assets held-for-sale was increased approximately $ 44,308,000, and the current
portion of long-term debt – related party, net was increased approximately $ 2,678,000 on the Consolidated Balance Sheet for the
year ended December 31, 2023 have been reclassed to conform with current period presentation. Additionally, Impairment of goodwill in
the amount of $ 30,978,000 for the year ended December 31, 2023 was reclassified to Selling, general and administration (inclusive of stock
based compensation) on the accompanying Consolidated statement of operations.

 Cash
Equivalents – All highly liquid investments with maturities of three months or less at the date of purchase are classified
as cash equivalents. Amounts included in cash equivalents in the accompanying consolidated balance sheets are money market funds whose
adjusted costs approximate fair value.

 Accounts
Receivable – The Company extends credit to its customers in the normal course of business. The Company performs ongoing
credit evaluations and generally does not require collateral. Payment terms are generally 30 days but up to net 120 for certain customers.
The Company carries its trade accounts receivable at invoice amounts and its rent receivables at contract amounts, less an allowance
for credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses
based upon management's estimates that include a review of the history of past write-offs and collections and an analysis of current
credit conditions. In estimating expected losses in the accounts receivable portfolio, customer-specific financial data and macro-economic
assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to
measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the customers'
abilities to pay.

 At
December 31, 2024, and December 31, 2023 the Company established a reserve for credit losses of approximately $ 1,613,000
 and $ 2,494,000,
respectively. The Company does not accrue interest on past due accounts receivable. Accounts receivable, net was $ 3,068,000,
and $ 3,994,000 for December 31, 2024, and December 31, 2023, respectively.

 Concentration
of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits.
The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial institutions. As
of December 31, 2024, two customers accounted for approximately 22 % and 13 % of our consolidated revenue and 29 % and 20 % of our trade accounts
receivable balance. As of December 31, 2023, two customers accounted for approximately 20 % and 11 % of our consolidated revenue and 39 %
and 30 % of our trade accounts receivable balance.

 Notes
receivable, unearned interest, and related recognition - The Company records all future payments of principal and interest on
notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes,
the Company reports the net investment in the notes receivable on the consolidated balance sheet as current or long-term based on the
maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred
loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance.
The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate
a constant rate of return on the net balance outstanding. Net deferred loan fees or costs, together with discounts recognized in connection
with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan.

 Allowance
For Loans And Lease Losses - ASC Topic 326 which requires an allowance for credit losses to be deducted from the amortized
cost basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term
of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect
the collectability of the reported amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial
data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and
judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine
the borrowers' abilities to repay obligations. After the forecast period, the Company utilizes longer-term historical loss experience
to estimate losses over the remaining contractual life of the loans.

 – Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are
recorded at fair value with unrealized gains and losses included in earnings. For equity securities without a readily determinable fair
value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the
same or similar securities, with unrealized gains and losses included in earnings. For equity method investments, the Company regularly
reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary,
the investment is written down to fair value. See Note 9 for further discussion on investments.

 Fair
Value of Financial Instruments - Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic
of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") establishes a
three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 The
carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable
and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable
securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value
as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes
payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions.
The fair value of investments where the fair value is not considered readily determinable, are carried at cost.

 Inventory
 – Inventories consist primarily of paper,
pre-printed security paper, paperboard, fully prepared packaging, air filtration systems, and health and beauty products which and are
stated at the lower of cost or net realizable value on the first-in, first-out ("FIFO") method. Packaging work-in-process
and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates
its inventory in order to adjust the inventory balance for obsolete and slow-moving items. An allowance for obsolescence of approximately
$ 180,000
 and $ 18,000
 associated with the inventory at our Premier
subsidiary for December 31, 2024 and 2023, respectively. Write- downs and write-offs are charged to Cost of revenue.

 Property,
Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line
method over the estimated useful lives or lease period of the assets whichever is shorter. Expenditures for renewals and betterments
are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Any gain or loss upon sale
or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

in real estate, net – Acquisition of assets are recorded at their relative fair value based on total accumulated costs
of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related
to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant
estimates. Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above
market and below market leases, in-place lease value (if applicable). Acquisition-date fair values of assets and assumed liabilities
are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent
appraisers and that use appropriate discount and/or capitalization rates and available market information. Depreciation and amortization
is computed using the straight-line method over the estimated useful lives of the assets. During 2023, the land and buildings related
to AMRE Shelton, AMRE LifeCare and AMRE Winter Haven were reclassified to Assets held for sale. During 2024, the land and buildings related to AMRE Shelton, was reclassified to Assets held for sale.

 Leases
 - ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use ("ROU") assets and lease
liabilities. ROU assets represent the Company's right to use underlying assets for the lease terms and lease liabilities represent
the Company's obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities
are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company's
leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available
at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and
options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination
options that are deemed reasonably certain to be exercised.

 The
Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing
operating leases longer than twelve months. Operating lease cost is recognized as a single lease cost on a straight-line basis over
the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance,
property taxes and other operating expenses are recognized as expense in the period incurred. The Company has elected to separate lease
and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.

of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and
tests the recoverability of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
If a change in circumstance occurs, the Company performs a test of recoverability by comparing the carrying value of the asset or asset
group to its undiscounted expected future cash flows. If cash flows cannot be separately and independently identified for a single asset,
the Company will determine whether impairment has occurred for the group of assets for which the Company can identify the projected cash
flows. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures any impairment by comparing
the fair value of the asset or asset group to its carrying value.

 Assets
held for sale – The Company has several buildings and associated land for sale as of December 31, 2023.
These consist of primarily of retail space in Lindon, Utah approximating $ 5,593,000 and the medical facilities associated with AMRE LifeCare
of approximately $ 41,541,000 and AMRE Winter Haven of approximately $ 4,396,000, and $ 65,000 of other assets. As of December 31, 2024, the balance associated with AMRE LifeCare
was approximately $ 34,450,000, AMRE Shelton was approximately $ 6,313,000 and AMRE Winter Haven was approximately $ 4,396,000.

 ASC 360 allows assets
held-for-sale to retain that classification if it does not sell within one year. Each of the following facilities has been held-for-sale
for greater than one year and meet the requirements of ASC 360. AMRE LifeCare has facilities in Plano, Tx., Fort Worth, Tx., and Pittsburgh,
Pa. The Plano facility was under contract at December 31, 2024 and the sale was finalized in March 2025. The Forth Worth facility incurred
unforeseen damage to the property during 2024 that requires several repairs to be performed. The facility is currently marketed to sale
"as is". The Pittsburgh facility was at 50% capacity through the majority of 2024 which made selling the facility difficult.
A tenant was found during the second half of 2024 and with the building at full capacity, it is expected to be under contract during
2025. AMRE Winter Haven which has a facility in Winter Haven, Fla. has generated significant interest and prospective buyers have requested
that tenants' leases, which are short-term in nature, be extended. The Company is currently negotiating long-term leases with the
existing tenants and the property is expected to be under contract in 2025.

 Goodwill
 – Goodwill is the excess of cost of an
acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill
is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances
change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess
qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than
not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that
it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative
test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units.
The test compares the fair value of an entity's reporting units to the carrying value of those reporting units. This quantitative
test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in
combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of
goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. The Company performed its
annual goodwill impairment test as of December 31, 2024, and no impairment was deemed necessary for the goodwill associated with Premier
Packaging Company of approximately $ 1,769,000, however an impairment of Impact BioMedical goodwill was deemed necessary of approximately
$ 25,093,000. The
goodwill for APF, and Sentinel Co. of approximately $ 29,744,000,
and $ 1,234,000
respectively,
were deemed impaired and written off at December 31, 2023.

 Intangible
Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such
as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated
useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually
or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated
fair values. Impairment is tested under ASC 350. At December 31, 2023, The Company impaired approximately $ 7,418,000 associated with
intangible assets for AMRE Lifecare and AMRE Winter Haven. There was no impairment of intangible assets deemed necessary for 2024.

 - The Company recognizes its revenue based on when the title passes to the customer or when the service is completed and accepted
by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or
service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental
income associated with its REIT, net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements
and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis
over the term of the related lease. The Company recognizes net investment income from its investment banking line of business as interest
and management fees related to loans managed for third parties owed to the Company occurs. The Company generates revenue from its direct
marketing line of business primarily through internet sales and recognizes revenue as items are shipped.

 As
of December 31, 2024 and 2023, the Company had no unsatisfied performance obligations for contracts with an original expected
duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure
of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance
obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its
salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such
commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one
year or less.

 Costs
of revenue - Costs of revenue includes all direct cost of the Company's packaging, commercial and security printing
sales, primarily, paper, inks, dies, and other consumables, and direct labor, transportation, amortization, deprecation, and manufacturing
facility costs. In addition, this category includes all direct costs associated with the manufacturing and procurement of the products
sold in the Company's Direct Marketing line of business as well as with the Company's technology sales, services and licensing
including hardware and software that is resold, third-party fees, and fees paid to inventors or others as a result of technology licenses
or settlements, if any. Cost of revenue for our REIT line of business includes all direct cost associated with the maintenance and upkeep
of the related facilities, depreciation, amortization and the costs to acquire the facilities. Our Commercial Lending operating segment
has costs of revenue associated with the impairment of notes receivable for those amounts at risk of collection. Costs of revenue do
not include expenses related to product development, integration, and support. These costs are included in research and development,
which is a component of selling, general and administrative expenses on the consolidated statement of operations. Legal costs are included
in selling, general and administrative.

 Shipping
and Handling Costs - Costs incurred by the Company related to shipping and handling are included in cost of revenue. Amounts
charged to customers pertaining to these costs are reflected as revenue.

 Share-Based
Payments - Compensation cost for stock awards are measured at fair value and the Company recognizes compensation
expense over the service period for which awards are expected to vest. The Company uses the Black-Scholes-Merton option pricing
model for determining the estimated fair value for stock-based awards. The Black-Scholes-Merton model requires the use of subjective
assumptions which determine the fair value of stock-based awards, including the option's expected term and the price
volatility of the underlying stock. For equity instruments issued to consultants and vendors in exchange for goods and services the
Company determines the measurement date for the fair value of the equity instruments issued at the earlier of (i) the date at which
a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's
performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is
recognized over the term of the consulting agreement. The Company record stock based compensation expense of approximately $ 19,000 for the year ended December 31, 2024 and is included in Sales, general and administrative compensation (inclusive of stock based compensation) on the accompanying Statement of Operations. There were no stock-based payments made during the twelve months ended December 31, 2023.

 Sales
Commissions - Sales commissions are expensed as incurred for contracts with an expected duration of one year or less.
A significant portion of the Company's sales commissions expense is generated from its direct marketing line of business.
These commissions are based on current month shipments and are paid one month in arrears. There were no
sales commissions capitalized as of December 31, 2024 or 2023.

 Contingent
Legal Expenses - Contingent legal fees are expensed in the consolidated statements of operations in the period that the
related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid;
however, the Company may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement
that will be paid out from the proceeds from settlements or licenses that arise pursuant to an enforcement action, which will be expensed
as legal fees in the period in which the payment of such fees is probable. Any unamortized patent acquisition costs will be expensed
in the period a conclusion is reached in an enforcement action that does not yield future royalties potential.

 Research
and Development - Research and development costs are expensed as incurred. Research and development costs consist primarily of
third-party research costs and consulting costs. The Company recognized costs of approximately $ 278,000 and $ 1,685,000 in 2024 and
2023, respectively.

 Income
Taxes - The Company recognizes estimated income taxes payable or refundable on income tax returns for the current year and for
the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income items is based
on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not
expected to be realized. We recognize penalties and accrued interest related to unrecognized tax benefits in income tax expense.

 Loss
Per Common Share - The Company presents basic
and diluted (loss) earnings per share. Basic (loss) earnings per share reflect the actual weighted average of shares issued and outstanding
during the period. Diluted (loss) earnings per share are computed including the number of additional shares from outstanding warrants,
stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated utilizing
the treasury stock method. In a loss period, the calculation for basic and diluted (loss) earnings per share is the same, as the impact
of potential common shares is anti-dilutive. For the year ended December 31, 2024 and 2023, there were no potential dilutive instruments
issued and outstanding.

 Discontinued
Operations - On May 4, 2023, the Company distributed approximately 280 million shares of Sharing Service Global Corporation ("SHRG"),
beneficially held by the Company, in the form of a dividend to the shareholders of the Company's common stock. Upon completion
of this distribution, the Company retained an ownership interest in SHRG of approximately 7 %. Effective May 1, 2023, SHRG was deconsolidated
from the consolidated financial statements (the "Deconsolidation"). The consolidated statement of operations does not include
SHRG activity after April 30, 2023 and the assets and liabilities of SHRG are no longer included within the Company's consolidated
balance sheet. The deconsolidation of SHRG is a strategic shift, as a significant portion of the Direct Marketing line of business was
eliminated. While the Decentralized Sharing Systems part of the business will continue to provide these services, SHRG was a significant
portion of this segment as it made up approximately 47 % and 20 %, respectively, of the total DSS revenue in 2022 and 2023. Accordingly,
the Company has applied discontinued operations treatment for this deconsolidation as required by Accounting Standards Codification 205—Discontinued
Operations. The major classes of assets and liabilities of SHRG are classified as Discontinued Operations on the Consolidated Balance
Sheets and the operating results of the discontinued operations is reflected on the Consolidated Statements of Operations as Loss from
Discontinued Operations. See Note 19.

 Acquisitions
 - Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations. Under
the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition and all
acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill.
If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded.
The application of business combination accounting requires the use of significant estimates and assumptions.

 Acquisition
of assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs
are expensed as incurred. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the
purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets include land, building and
improvements, furniture, fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable).
Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated
fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates
and available market information.

 Business
Combinations - Business combinations and non-controlling interests are recorded in accordance with FASB ASC 805 Business Combinations.
Under the guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition
and all acquisition costs are expensed as incurred. The excess of the purchase price over the estimated fair values is recorded as goodwill.
If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed, then a gain on acquisition is recorded.
The application of business combination accounting requires the use of significant estimates and assumptions.

 Continuing
Operations and Going Concern - The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting
contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated financial
statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary
should we be unable to continue as a going concern. While the Company has approximately $ 11.4 million in cash, the Company has incurred
operating losses as well as negative cash flows from operating activities over the past two years.

 Aside from its $ 11.4
million in cash as of December 31, 2024, the Company believes it can continue as a going concern, due to its ability to generate operating
cash through the sale of its $ 9.2 million of Marketable Securities. Between March 24, 2025 and March 27, 2025, the Company sold a shares
of Impact BioMedical, a subsidiary, for approximately $ 1,969,000. Further, the Company has approximately 1,052,000 shares of Impact BioMedical
shares available to sell. In addition, the Company has taken steps, and will continue to take measures, to materially reduce the expenses
and cash burn at all corporate and business line levels. Although there are no assurances, we believe the above would allow us to fund
our nine business lines current and planned operations for the twelve months from the filing date of this Annual Report. Based on this,
the Company has concluded that substantial doubt of its ability to continue as a going concern has been alleviated.

 Recent
Accounting Standards - The Financial Accounting Standards Board (FASB) issues various Accounting Standards Updates relating to
the treatment and recording of certain accounting transactions. There are several new accounting pronouncements issued by FASB which
are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company.

 In
November 2023, the Financial Accounting Standards Board ("FASB"), issued Accounting Standards Update ("ASU")
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure
through enhanced disclosures about significant segment expenses. The amendment is effective for fiscal years beginning after December
15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments
should be applied retrospectively to all prior periods presented in the financial statements. The Company has adopted the enhanced segment
disclosures for the year ended December 31, 2024.

 In
December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures" which is intended to simplify various
aspects related to accounting for income taxes. ASU 2023-09 removes certain exceptions to the general principles in Topic 740
and also clarifies and amends existing guidance to improve consistent application. The amendments in ASU 2023-09 are effective
for public business entities for fiscal years beginning after December 15, 2024, including interim periods therein. Early adoption of
the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued.
The Company is currently evaluating this ASU, but does not expect it to have material impact to its financial statements.

 In
November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Disaggregation of Income Statement Expenses ("DISE"). ASU
2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 does
not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain
expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU No. 2025-01,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU 2024-03 are
effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027,
with early adoption permitted. With the exception of expanding disclosures to include more granular income statement expense categories,
we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a
whole.

 4.
 Inventory

 Inventory
consisted of the following as of December 31:

of Inventory

 2024

 2023

 Finished Goods

 $
 1,857,000

 $
 2,218,000

 Work in Process

 345,000

 180,000

 Raw Materials

 420,000

 439,000

 Inventory Gross

 2,622,000

 2,837,000

 Less allowance for obsolescence

 ( 180,000
)

 ( 18,000
)

 Inventory Net

 $
 2,442,000

 $
 2,819,000

 5.
 Notes Receivable

 Note

 On
May 14, 2021, DSS Pure Air, Inc. a subsidiary of the Company entered a convertible promissory note ("Note 1") with
Puradigm, Inc. ("Puradigm"), a company registered in the state of Texas. Note 1 has an aggregate principal balance up to
$ 5,000,000,
to be funded at the request of Puradigm. Note 1, which incurs interest at a rate of 6.65 %
due quarterly, has a maturity date of May 1, 2023. Note
1 contains an optional conversion clause that allows the Company to convert all, or a portion of all, into newly issued member units
of Puradigm with the maximum principal amount equal to 18% of the total equity position of Puradigm at conversion. The
outstanding principal and interest as of December 31, 2024 and December 31, 2023, approximated $ 5,544,000 As
of December 31, 2024 and December 31, 2023, the Company has a reserve of $ 5,544,000 and
$ 2,772,000,
respectively, against the principal and interest outstanding.

 Note

 On
September 23, 2021, APB entered into refunding bond anticipatory note ("Note 2") with Southeast Regional Management
District ("SERMD"), which operates as a conservation and reclamation district pursuant to Chapter 3891, Texas Special
District Local Laws Code, Chapter 375, Texas Local Government Code; and Chapter 49, Texas Water Code. The District Note was in the
sum of $ 3,500,000
and incurs interest at a rate of 5.59 %
per annum. Principal and interest are due in full on September 22, 2022, and later amended to extend the maturity date to September
19, 2024. The outstanding principal and interest of $ 3,910,000
was included in the current portion of notes receivable on the consolidated balance sheet at December 31, 2023. Note 2 was repaid in
full during March 2024.

 Note

 On
October 25, 2021, APF entered into a loan agreement ("Note 3") with Asili, LLC. ("Asili"), a company registered in the state of Utah.
Note 3 has an initial aggregate principal balance up to $ 1,000,000, to be funded at the request of Asili, with an option to increase
the maximum principal borrowing to $ 3,000,000. Note 3, which incurs interest at a rate of 8.0 % with principal and interest due at the
maturity date of October 25, 2022. This note contains an optional conversion feature allowing APF to convert the outstanding principal
to a 10 % membership interest. APF, as holder of Note 3, has the right to elect one member to the Board of Managers. This note is in default
and the outstanding principal and interest of approximately $ 884,000 was reserved for fully as of December 31, 2022.

 Note

 On December 28, 2021, APF entered
into a promissory note ("Note 4") with WestPark Capital Group, LLC. ("WestPark"), a company registered in the
state of California. Note 4 has a principal balance of $ 700,000. Note 4, which incurs interest at a rate of 12.0 % with principal and interest
due at the maturity date of December 28, 2022. On December 29, 2022, the maturity date of this note was extended to May 31, 2023. On November
27, 2023, the parties to Note 4 agreed to modify the payment terms of the note to be monthly payments of $ 50,000 until the outstanding
principal and interest are paid in full. The outstanding principal and interest was paid in full as of September 30, 2024. At December
31, 2023 outstanding principal and interest of $ 253,000 is included in the Current portion of notes receivable on the consolidated balance
sheet.

 Note

 On January 24, 2022, APF and
an individual entered into a promissory note ("Note 5") in the principal sum of $ 100,000
with interest of 6 %,
due annually, and maturing in January
2024. The outstanding principal and interest at December 31, 2023 approximates $ 103,000 and
is included in Current portion of notes receivable on the accompanying consolidate balance sheet. Note 5 was paid in full during
October 2024. The outstanding principal and interest at December 31, 2024 approximated $ 17,000.

 Note

 On March 2, 2022, APF and WUURII
Commerce, Inc. ("WUURII"), a corporation organized under the laws of the Republic of Korea entered into a promissory note
("Note 6"). Under the terms of Note 6, APF at its discretion, may lend up to the principal sum of $ 893,000 with an interest
rate of 8 %, and matured in March 2024, with interest payable quarterly. The outstanding principal and interest at December 31, 2024 and
December 31, 2023 is $ 468,000 and $ 446,000, respectively. The Company placed a reserve in the amount of $ 234,000 against this note. This
note has been extended to March 2025.

 Note

 On May 9, 2022, DSS PureAir and
Puradigm entered into a promissory note ("Note 7") in the principal sum of $ 210,000 with interest of 10 %, is due in three
quarterly installments beginning on August 9, 2022, with the first two payment consisting of interest only. All unpaid principal and interest
are due on February 9, 2023. This loan is currently in default and terms are currently being re-negotiated. The outstanding principal
and interest at December 31, 2024 and December 31, 2023 approximates $ 224,000 of which $ 145,000 and $ 112,000 has been reserved for as of
December 31, 2024 and December 31, 2023, respectively, and is included in Current portions of notes receivable on the accompanying consolidate
balance sheet.

 Note
8, related party

 On August 29, 2022, DSS Financial
Management Inc and BMI Capital, Inc. ("BMIC"), a related party, entered into a promissory note ("Note 8") in the
principal sum of $ 100,000 with interest of 8 %, is due in three quarterly installments beginning on September 14, 2022. All unpaid principal
and interest is due on August 29, 2025. The outstanding principal and interest at December 31, 2024 approximated $ 86,000, and was fully
reserved for as of December 31, 2024. At December 31, 2023, the balance approximated $ 100,000 of which $ 76,000 is included in the Current
portion of notes receivable and $ 24,000 is included in the long-term portion of notes receivable. DSS owns 24.9 % of the outstanding common
shares of BMIC.

 Note
9, related party

 On May 8, 2023, DSS Financial
Management Inc and BMIC entered into a promissory note ("Note 9") in the principal sum of $ 102,000 with interest at the prime
rate plus 2 % ( 10.5 % at September 30, 2024 and December 31, 2023) with a maturity date of May 7, 2026. The outstanding principal and interest
at December 31, 2024 approximated $ 110,000, and was fully reserved for as of December 31, 2024. At December 31, 2023 approximates $ 107,000
with approximately $ 53,000 of principal and accrued interest classified as Current portion notes receivable, and the remaining balance
of approximately $ 54,000 is recorded as notes receivable, on the accompanying consolidated balance sheet. DSS owns 24.9 % of the outstanding
common shares of BMIC.

 Note
10, related party

 On July 26, 2022, APF and
VEII, Inc. ("VEII") entered into a promissory note ("Note 10") in the principal sum of $ 1,000,000
with interest of 8 %
with all unpaid principal and interest due on July
26, 2024. This note was amended so that all unpaid principal and interest is due July 26, 2025. The outstanding principal and
interest on September 30, 2024 approximates $ 959,000,
and is included in notes receivable on the accompanying consolidate balance sheet. Approximately $ 959,000
of this note was reserved for as of December 31, 2024. The outstanding principal and interest on December 31, 2023, approximates
$ 939,000,
net of $ 20,000
of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance sheet. Heng Fai Ambrose
Chan, the Chairman of DSS, Inc is also the on the board of directors of VEII.

 Note

 On February 19, 2021, Impact BioMedical,
Inc, entered into a promissory note with an individual. The Company loaned the principal sum of $ 206,000, with interest at a rate of 6.5 %,
and maturity date of August 19, 2022 later amended to February 19, 2026. Monthly payments are due on the twenty-first day of each month
and continuing each month thereafter until February 19, 2026. This note is secured by certain real property situated in Collier County,
Florida.

 The outstanding principal and
interest as of December 31, 2024 and December 31, 2023, was approximately $ 201,000 and $ 203,000, respectively. As of December 31, 2024,
$ 184,000 is classified in Current notes receivable and the remaining $ 17,000 is classified as Notes receivable on the accompanying consolidated
balance sheet. The outstanding principal and interest as of December 31, 2023 of approximately $ 203,000 is classified in Current notes
receivable on the accompanying consolidated balance sheets.

 Note

 On June 27, 2023, Decentralized
Sharing Systems, Inc. and Stemtech Corporation ("Stemtech") entered into a convertible promissory note ("Note 12")
in the principal sum of $ 1,400,000 with a discount of $ 300,000 and interest rate of 10 % and maturity date of September 1, 2024. The outstanding
principal, interest, and associated discount was fully reserved for as of December 31, 2024 and 2023.

 Note

 On March 31,2023, DSS Biohealth
Security, Inc and an individual entered into a promissory note ("Note 13") in the principal sum of $ 140,000 and interest rate
floating daily to Wall Street Journal Prime rate per annum ( 8.5 % at December 31, 2023) with the total outstanding principal and interest
due at the maturity date of March 31, 2025. The outstanding principal and interest at December 31, 2023 approximates $ 133,000. Of the
total financed, approximately $ 99,000 of principal and accrued interest is classified as Current portion of notes receivable and the remaining
balance of approximately $ 34,000 is recorded as Notes receivable on the accompanying consolidated balance sheet at December 31, 2023.
As of December 31, 2024, the outstanding balance sheet approximating $ 135,000 was fully reserved for.

 Note

 On August 29, 2024, APF entered into a promissory note ("Note 14")
with WestPark. Note 14 has a principal balance of $ 459,000. Note 14, which incurs interest at a rate of 10.0 % with principal and interest
due at the maturity date of April 27, 2026. On November 1, 2024, monthly payments of approximately $ 28,000 are due with any unpaid interest
and principal due at maturity. As of December 31, 2024, the outstanding principal and interest approximates $ 450,000, of which $ 337,000
is classified as Current notes receivable and the remaining $ 113,000 is classified as Notes receivable on the accompanying consolidated
balance sheet.

 6.
 Provision for Credit Losses

 ASC Topic 326 for the measurement of credit losses on financial instruments and other
financial assets. That guidance requires an allowance for credit losses to be deducted from the amortized cost basis of financial
assets to present the net carrying value that is expected to be collected over the contractual term of the assets considering
relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability
of the reported amount. The guidance replaced the previous incurred loss model for determining the allowance for credit
losses.

 Accounts
receivable are stated at the amount owed by the customer. The Company maintains an allowance for credit losses for accounts receivable
and unbilled receivables, based on expected credit losses resulting from the inability of our customers to make required payments. The
allowance for credit losses is estimated based on historical experience, current economic conditions and the creditworthiness of customers.
Receivables are charged to the allowance when determined to be no longer collectible. The Company regularly monitors and assesses its
risk of not collecting amounts owed by customers and records its allowance for credit losses based on the results of this analysis.

 As
of December 31, 2024, we have reviewed the entire loan portfolio as well as all financial assets of the Company for the purpose of evaluating
the loan portfolio and the loan balances, including a review of individual and collective portfolio loan quality, loan(s) performance,
including past due status and covenant defaults, assessment of the ability of the borrower to repay the loan on the loan terms, whether
any loans should be placed on nonaccrual or returned to accrual, any concentrations in any single borrower and/or industry that we might
need to further manage, and if any specific or general loan loss reserve should be established for the entire loan portfolio or for any
specific loan.

 We
analyzed the loan loss reserve from three basis: general loan portfolio reserves; industry portfolio reserves, and specific loan loss
reserves. As of year-ended December 31, 2024 and December 2023, the Company recorded a Loan loss reserve of approximately $ 9,406,000
and $ 4,933,000, respectively.

 General
Loan Portfolio Reserve - Based upon a relatively young loan portfolio that are relatively new loans to generally credit worthy borrowers,
we do not believe that a substantial general loan portfolio reserve is due at this time. However, we do recognize that some inherent
risks are in all loan portfolios, thus we recorded a general contingent portfolio reserve of $ 196,000 for December 31, 2024 and $ 194,000
for December 31, 2023 or approximately of 1% of the loan portfolio loan balance.

 Industry
Portfolio Reserves – Given the relatively young loan portfolio and a diversification of the portfolio over several different
loan products, the risk is reduced. Accordingly, we have not recorded a discretionary reserve as of December 31, 2024 and December 31,
2023

 Specific
Loan Reserves - P reviously, we had identified credit weaknesses and borrower repayment weakness with Asili, which has a current
principal and interest balance of $ 884,000 and have recorded a loan loss reserve for the full balance due the Company as of December
31, 2024 and December 31, 2023. The Company had also previously identified credit weakness in Puradigm and has placed a reserve approximating
$ 5,544,000 and $ 2,884,000 against the outstanding principal and interest as of December 31, 2024 and 2023, respectively. Previously,
the Company identified credit weakness in Stemtech and has placed a reserve approximating $ 1,045,000 against the outstanding principal
and interest as of December 31, 2024 and 2023. During the first quarter of 2024, the Company identified credit weakness in VEII and an
individual and has placed a reserve approximating $ 959,000 against the outstanding principal and interest as of March 31, 2024. There
has been no change to this amount. Also, during the first quarter of 2024, the Company identified credit weakness in BMIC, a related party,
and has placed a reserve approximating $ 211,000 against the outstanding principal and interest as of March 31, 2024, later adjusted to
$ 196,000 as of September 30, 2024. The Company identified credit weakness with WUURII and has placed a $ 234,000 reserve against the outstanding
principal and interest as of December 31, 2024. The Company has also identified credit weakness with an individual and has placed a $ 135,000
reserve against the outstanding principal and interest as of December 31, 2024. No additional reserves were deemed necessary as of December
31, 2024.

 The
following table identifies the loan loss reserve for the period ending December 31:

of Loan Loss Reserve

 2024

 2023

 General Loan Portfolio Reserve

 $
 196,000

 $
 194,000

 Specific Loan Reserves

 9,210,000

 5,916,000

 Total

 $
 9,406,000

 $
 6,110,000

 Changes
in the allowance for credit losses and loan loss reserve were as follows:

of Allowance for Doubtful Accounts and Loan Loss Reserve

 Allowance for

 credit losses

 Loan loss

 reserve

 Total

 Balance at December 31, 2022

 $
 29,000

 $
 1,041,000

 $
 1,070,000

 Credit loss expense

 2,000

 5,069,000

 5,071,000

 Write-offs

 3,500,000

 -

 3,500,000

 Recoveries

 ( 1,037,000
)

 -

 ( 1,037,000
)

 Balance at December 31, 2023

 2,494,000

 6,110,000

 8,604,000

 Credit loss expense

 16,000

 3,296,000

 3,312,000

 Write-offs

 ( 47,000
)

 -

 ( 47,000
)

 Recoveries

 ( 850,000
)

 -

 ( 850,000
)

 Balance at December 31, 2024

 $
 1,613,000

 $
 9,406,000

 $
 11,019,000

 7.
 FINANCIAL INSTRUMENTS

 Financial Instruments

 Cash,
Cash Equivalents and Marketable Securities

 The
following tables show the Company's cash and marketable securities by significant investment category as of December 31:

of Cash and Marketable Securities by Significant Investment Category

 2024

 Cost

 Unrealized
 Gain/(Loss)

 Fair
 Value

 Cash and
 Cash
 Equivalents

 Marketable

 Cash

 $
 11,351,000

 $
 -

 $
 11,351,000

 $
 11,351,000

 $
 -

 Level 1

 Money Market Funds

 62,000

 -

 $
 62,000

 62,000

 -

 Marketable Securities

 25,933,000

 ( 16,722,000
)

 $
 9,211,000

 -

 9,211,000

 Total

 $
 37,364,000

 $
 ( 16,722,000
)

 $
 20,642,000

 $
 11,413,000

 $
 9,211,000

 2023

 Cost

 Unrealized

 Gain/Loss

 Fair Value

 Cash And Cash Equivalents

 Marketable Securities

 Cash

 $
 6,545,000

 $
 -

 $
 6,545,000

 $
 6,545,000

 $
 -

 Level 1

 Money Market Funds

 70,000

 -

 70,000

 70,000

 -

 Marketable Securities

 27,304,000

 ( 17,325,000
)

 9,979,000

 -

 9,979,000

 Total

 $
 33,919,000

 $
 ( 17,325,000
)

 $
 16,594,000

 $
 6,615,000

 $
 9,979,000

 The
following tables shows the Company's net unrealized (loss) gain recognized during the year on marketable securities as of December 31:

of Net Unrealized (Loss) Gain Recognized on Marketable Securities

 2024

 2023

 Net gains (losses) recognized during the year on marketable securities

 $
 ( 856,000
)

 $
 ( 5,521,000
)

 Less: Net gains (losses) realized during the year on marketable securities sold during the period

 ( 113,000
)

 ( 1,973,000
)

 Net unrealized gain (loss) recognized during the reporting year on marketable securities still held at the reporting date

 $
 ( 743,000
)

 $
 ( 3,548,000
)

 The
Company typically invests with the primary objective of minimizing the potential risk of principal loss. The Company's investment
policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were
determined for each individual security in the investment portfolio.

 8.
 Disposal of assets

 On
July 1 st, 2023, The Company intended to sell its subsidiary, HWH World, Inc. to SHRG. The proposed transaction had the Company
sell 1,000 shares of common stock, representing all the issued and outstanding common stock shares of HWH World for the sum $ 706,000
representing the gross proceeds of the sale of HWH inventory less cost of goods sold. The parties involved amended the terms of this
agreement during the third quarter of 2023 from that of equity transaction to the purchase of inventory and assumption of certain liabilities
by SHRG. The amended agreement identified the purchase price approximating $ 758,000 to be paid from amongst other things, the gross proceeds
generated by the sale of the inventory acquired. The value of the inventory sold approximates $ 698,000 and the value of the liabilities
assumed by SHRG as part of this transaction is approximately $ 59,000. Further, the agreement includes payment of 1% royalty, starting
November 1, 2023, being defined as 1% of the gross sale price of all Seller's new products made and sold outside of existing inventory
on the schedule, for a period ending October 31, 2033. There is substantial doubt regarding SHRG's ability to sell and pay for
the inventory acquired, and therefore, the Company has determined not to record a receivable for the purchase price. A net loss approximating
$ 639,000 associated with this transaction has been recorded during the third quarter of 2023 and is included in Loss/Gain on sale of
assets on the consolidated statement of operations.

 On
July 1 st, 2023, The Company sold 100 % of the equity in its subsidiary HWH Holdings, Inc, a Texas corporation ("HWHH")
to SHRG for a purchase price approximating $ 259,000. This amount is to be paid from gross proceeds generated by the sale of the inventory
acquired as part of the transaction. This transaction was later amended during the third quarter of 2023 to assign the purchase of HWHH
from SHRG to Ascend Management Pte., Ltd. ("Ascend"), a Singaporean limited company. There is substantial doubt regarding
Ascend's ability to sell and pay for the inventory acquired, and therefore, the Company has determined not to record a receivable
for the purchase price. A net loss approximating $ 617,000 associated with this transaction has been recorded during the third quarter
of 2023 and is included in Loss/Gain on sale of assets on the consolidated statement of operations.

 On June 13, 2024, the Company
sold its retail space in Lindon, Utah for the sales price, net of expenses, of approximately $ 5,758,000. The associated asset was previously
classified as Held for sale in the amount of $ 5,593,000, resulting in a gain on the sale of approximately $ 165,000.

 9.

 Alset
International Limited, related party

 The
Company owns 127,179,291 shares or approximately 4 % of the outstanding shares of Alset International Limited ("Alset Intl"),
a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable
security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the
investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and
Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of
the Company. The fair value of the marketable security as of December 31, 2024, and December 31, 2023, was approximately $ 2,518,000 and
$ 3,269,000 respectively. During the year ended December 31, 2024 and December 31, 2023, the Company recorded unrealized loss on this
investment of approximately $ 750,000 and unrealized loss of $ 50,000, respectively.

 West
Park Capital, Inc.

 On
December 30, 2020, the Company signed a binding letter of intent with West Park Capital, Inc ("West Park") and Century TBD
Holdings, LLC ("TBD") where the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the
TBD Note to West Park and West Park shall issue to DSS a stock certificate reflecting 7.5 % of the issued and outstanding shares of West
Park. This note and stock exchange agreement was finalized during the first quarter 2022 and valued at approximately $ 500,000 and is
included in Investments on the consolidated balance sheet on December 31, 2024 and as of December 31, 2023.

 BMI
Capital International LLC

 On
September 10, 2020, the Company's wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement
with BMI Financial Group, Inc. a Delaware corporation ("BMIF") and BMI Capital International LLC, a Texas limited liability
company ("BMIC") whereas DSS Securities, Inc. purchased 14.9 % membership interests in BMIC for $ 100,000. DSS Securities also
had the option to purchase an additional 10 % of the outstanding membership interest which it exercised for $ 100,000 in January of 2021
and increased its ownership to 24.9 %. Upon achieving greater than 20 % ownership in BMIC during the quarter ended September 30, 2021,
the Company is currently accounting for this investment under the equity method of accounting per ASC 323. The Company's portion
of net loss in BMIC during the year ended December 31, 2024, approximated $ 1,000 and $ 34,000 for year ended December 31, 2023.

 BMIC
is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority,
Inc. ("FINRA"), and is a member of the Securities Investor Protection Corporation ("SIPC"). The Company's
chairman of the board and another independent board member of the Company also have ownership interest in BMIC.

 BioMed
Technologies Asia Pacific Holdings Limited

 On
December 19, 2020, Impact BioMedical, a wholly owned subsidiary of the Company, entered into a subscription agreement (the "Subscription
Agreement") with BioMed Technologies Asia Pacific Holdings Limited ("BioMed"), a limited liability company incorporated
in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99 % of BioMed at a purchase
price of approximately $ 632,000. The Subscription Agreement provides, among other things, the Company has the right to appoint a new
director to the board of BioMed. With respect to an issuance of shares to a third party by BioMed, the Company will have the right of
first refusal to purchase such shares, as well as customary tag-along rights. In connection with the Subscription Agreement, Impact Biomedical
entered into an exclusive distribution agreement (the "Distribution Agreement") with BioMed, to directly market, advertise,
promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers. This investment
is impaired in full at December 31, 2024 as it does not have a readily determined fair value.

 Under
the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States,
Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution rights in all other countries. In exchange, the Company agreed
to certain obligations, including mutual marketing obligations to promote sales of the products. This agreement is for ten years with
a one year auto-renewal feature.

 10.
 PROPERTY PLANT AND EQUIPMENT AND INVESTMENT IN REAL ESTATE, NET

 Property Plant and Equipment and Investment in Real Estate, Net

 Property,
plant and equipment consisted of the following as of December 31:

of Property, Plant and Equipment

 Estimated

 Useful Life

 2024

 2023

 Machinery and equipment

 5 - 10 years

 $
 9,998,000

 $
 9,974,000

 Building and improvements

 39 years

 317,000

 294,000

 Land

 -

 -

 Furniture and fixtures

 7 years

 432,000

 432,000

 Software and websites

 3 years

 240,000

 273,000

 Construction in progress

 -

 365,000

 Total Cost

 10,987,000

 11,338,000

 Less: accumulated depreciation

 5,606,000

 4,921,000

 Property, plant and equipment, net

 $
 5,381,000

 $
 6,417,000

 Depreciation
expense for the years ended December 31, 2024 and 2023 was $ 878,000 and $ 802,000 respectively.

 Real
Estate consisted of the following at December 31:

of Investment in Real Estate

 Estimated

 Useful Life

 2024

 2023

 Building and improvements

 1 - 30 years

 $
 -

 $
 5,273,000

 Land

 -

 1,600,000

 Total Cost

 -

 6,873,000

 Less: accumulated depreciation

 -

 594,000

 Investment in real estate

 $
 -

 $
 6,279,000

 Depreciation
expense for the years ended December 31, 2024 and 2023 was $ 98,000 and $ 2,085,000 respectively.

 11.
 INTANGIBLE ASSETS

 Intangible Assets

 Intangible
assets are comprised of the following as of December 31:

of Intangible Assets

 2024

 2023

 Useful Life

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Developed technology assets

 20 years

 $
 22,260,000

 $
 4,453,000

 17,807,000

 $
 22,260,000

 $
 3,340,000

 $
 -

 18,920,000

 Acquired intangibles customer lists, licenses, non-compete agreements, branding, product formulas, tenant improvements, in-place, favorable and unfavorable leases

 1 - 11 years

 2,895,000

 1,863,000

 1,032,000

 19,245,000

 10,613,000

 7,418,000

 1,214,000

 Acquired intangibles patents and patent rights

 -

 -

 -

 Patent application costs

 Varied (1)

 1,052,000

 1,001,000

 51,000

 1,052,000

 993,000

 -

 59,000

 $
 26,707,000

 $
 7,817,000

 $
 18,890,000

 $
 43,057,000

 $
 15,446,000

 $
 7,418,000

 $
 20,193,000

 (1)

 Patent
 application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of
 December 31, 2024, the weighted average remaining useful life of these assets in service was approximately 1.7 years.

 Amounts
amortized for the year ended December 31, 2024 and 2023 was approximately $ 1,361,000 and $ 2,319,000, respectively.

 Expected
amortization for each of the five succeeding fiscal years is as follows:

of Estimated Future Amortization of Intangible Assets

 Year

 2025

 $
 3,014,000

 2026

 3,072,000

 2027

 2,869,000

 2028

 2,888,000

 2029

 2,861,000

 thereafter

 $
 4,186,000

 12.
 ACCRUED EXPENSES AND DEFERRED REVENUE

 Accrued Expenses and Deferred Revenue

 Accrued
expenses and deferred revenue consist of the following for the year ended December 31:

 Summary
of Accrued Expenses and Deferred Revenue

 2024

 2023

 Customer deposits

 $
 86,000

 $
 222,000

 Deferred revenue

 120,000

 -

 Accrued wages

 546,000

 812,000

 Accrued expenses

 1,890,000

 1,467,000

 Sales tax payable

 9,000

 10,000

 Accrued expenses and
 deferred revenue

 $
 2,651,000

 $
 2,511,000

 13.
 SHORT TERM AND LONG-TERM DEBT

 Short Term and Long-Term Debt

 Promissory
Notes - On May 20, 2021, Premier Packaging entered into master loan and security agreement ("BOA Note") with
Bank of America, N.A. ("BOA") to secure financing approximating $ 3,710,000
 to purchase a new Heidelberg XL 106-7+L printing
press. The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing.
As of December 31, 2023, and December 31, 2024, the outstanding principal on the BOA Note was $ 2,932,000
 and $ 2,436,000,
respectively and had an interest rate of 4.63 %.
As of December 31, 2023, $ 491,000
 was included in the current portion of long-term
debt, net, and the remaining balance of approximately $ 2,442,000
 recorded as long-term debt, The BOA Note contains
certain covenants that are analyzed annually. As of December 31, 2024, $ 520,000 was included in the current portion of
long-term debt, net, and the remaining balance of approximately $ 1,916,000 recorded as long-term debt, The BOA Note contains certain covenants
that are analyzed annually. As of December 31, 2024, Premier is in compliance with these covenants.

 On
August 1, 2021, AMRE Shelton, LLC., ("AMRE Shelton") a subsidiary of AMRE, entered into a loan agreement ("Shelton
Agreement") with Patriot Bank, N.A. ("Patriot Bank") in an amount up to $ 6,155,000,
with the amount financed approximating $ 5,105,000.
The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25 %.
 The
interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month
prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank
Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months with
a balloon payment approximating $ 2,829,000
 due at term end. The affective interest rate
at December 31, 2022 was 4.25 %.
The funds borrowed were used to purchase a 40,000
 square foot, 2.0 story, Class A+ multi-tenant
medical office building located on a 13.62-acre site. The purchase price has been allocated as $ 4,640,000,
$ 1,600,000,
and $ 325,000
 for the facility, land, and tenant improvements,
respectively. Also included in the value of the property is $ 585,000
 of intangible assets with an estimated useful
life of approximating 3
 years. The net book value of these assets as
of December 31, 2023 approximated $ 6,729,00.
Of the total financed, approximately $ 201,000
 of principal and accrued interest is classified
as current portion of long-term debt, net, and the remaining balance of approximately $ 4,402,000
 recorded as long-term debt, net of $ 50,000
 in deferred financing costs, The net book value
of these assets as of December 31, 2024 approximated $ 6,313,000.
As of December 31, 2024 the outstanding principal and interest of approximately $ 4,424,000, net of $ 27,000 in deferred financing costs,
is classified as Current portion of long-term debt on assets held=fir-sale, net on the consolidated balance sheet.

 On
October 13, 2021, LVAM entered into loan agreement with BMIC ("BMIC Loan"), a related party, whereas LVAM borrowed the principal
amount of $ 3,000,000, with interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC Loan matures on October
12, 2022, and contains an auto renewal period of three months. As of December 31, 2024 and December 31, 2023, $ 463,000 and $ 547,000,
respectively, are included in Current portion of long-term debt, net on the consolidated balance sheet.

 On
October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin ("Wilson Loan"), a related party, whereas LVAM
borrowed the principal amount of $ 3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date. The
Wilson Loan matures on October 12, 2022, and contains an auto renewal period of nine months. This loan was funded during March 2022.
As of December 31, 2024 $ 145,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet. As of
December 31, 2023 $ 2,131,000 is included in the Current portion of long-term debt, net on the consolidated balance sheet.

 On
November 2, 2021, AMRE LifeCare entered into a loan agreement ("LifeCare Agreement") with Pinnacle Bank,
("Pinnacle Bank") in the amount of $ 40,300,000.
The LifeCare Agreement supported the acquisition of three medical facilities located in Fort Worth, Texas, Plano, Texas, and
Pittsburgh, Pennsylvania for a purchase price of $ 62,000,000.
These assets are classified as investments, real estate on the consolidated balance sheet. The purchase price has been allocated as
$ 32,100,000,
$ 12,100,000,
and $ 1,500,000 for
the facility, land and site improvements, respectively. Also included in the value of the property is $ 15,901,000 of
intangible assets with estimated useful lives ranging from 1 to 11 years. The
LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five (25)
year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest
rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 %,
with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each
succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in full. As of
December 31, 2024, the outstanding principal and interest of the LifeCare agreement approximates $ 46,069,000
and is included in Current portion of long-term debt on assets held-for-sale, net on the consolidated balance sheet. As
of December 31, 2023, the outstanding principal and interested approximates $ 41,331,000
and is included in Current portion of long-term debt on assets held-for-sale, net on the Consolidated Balance Sheet. Interest expense for the year-ended
December 31, 2024 and 2023 approximated $ 3,861,000 and
$ 3,773,000,
respectively. This note is in default and demand was made for final payment to be made by December 22, 2023. This amount is past
due.

 On
March 17, 2022, AMRE Winter Haven, LLC ("AMRE Winter Haven") and Pinnacle Bank ("Pinnacle") entered into a
term loan ("Pinnacle Loan") whereas Pinnacle lent to AMRE Winter Haven the principal sum of $ 2,990,000,
maturing on March
7, 2024 to acquire a medical facility
located in Winter Haven, Florida for a purchase price of $ 4,500,000.
The assets acquired are classified as investments, real estate on the consolidated balance sheet. The purchase price has been
allocated as $ 3,200,000,
$ 1,000,000,
and $ 222,000 for
the facility, land and site and tenant improvements, respectively. Also included in the value of the property is $ 29,000 of
intangible assets with an estimated useful life of approximately 5 years.
Payments are to be made in equal, consecutive installments based on a 25 -year
amortization period with interest at 4.28 %.
The first installment was due January 1, 2023. The Pinnacle Loan contains certain covenants that are to be tested annually. This
AMRE note is currently due. The outstanding principal and interest, approximates $ 3,040,000
and is included in Current portion of long-term debt on assets held-for-sale, net long-term debt, net on the accompanying consolidated balance sheet at
December 31, 2024. The outstanding principal and interest, net of debt issuance costs of $ 17,000,
approximates $ 2,977,000 and
is included in in Current portion of long-term debt on assets held-for-sale, net on the accompanying consolidated balance sheet at December 31, 2023. Interest expense equaled
$ 251,000 for
year ended December 31, 2024 and $ 281,000 for
year ended December 31, 2023.

 On
March 30, 2023, Premier Packaging, a subsidiary of the Company entered into a loan and security agreement with Union Bank &
Trust Company for the principal amount of $ 790,000
and shall accrued interest at the rate of 7.44 %.
Principal and interest shall be repaid in the approximate amount of $ 14,000
through March 2029. This loan is collateralized by a Bobst Model Novacut and is guaranteed by DSS, Inc. As of December 31, 2024, the
outstanding principal and interest approximates $ 605,000 of which $ 123,000 was included in the current portion of long-term debt,
net, and the remaining balance of approximately $ 482,000 recorded as long-term debt. As of December 31, 2023, the outstanding
principal and interest approximates $ 719,000
of which $ 112,000
was included in the current portion of long-term debt, net, and the remaining balance of approximately $ 607,000
recorded as long-term debt.

 A
summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2024 are
as follows:

of Notes Payable and Long-term Debt

 Year

 Notes payable

 Notes payable - related party

 Notes payable - assets held-for-sale

 Total

 2025

 $
 642,000

 $
 609,000

 $
 53,534,000

 $
 54,785,000

 2026

 677,000

 -

 677,000

 2027

 712,000

 -

 712,000

 2028

 750,000

 -

 750,000

 2029

 259,000

 -

 259,000

 Total

 $
 3,040,000

 $
 609,000

 $
 53,534,000

 $
 57,183,000

 The
Company has operating leases predominantly for operating facilities. As of December 31, 2024, the remaining lease terms on our operating
leases range from less than one to twelve years. Renewal options to extend our leases have not been exercised due to uncertainty. Termination
options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets
upon expiration. There are no residual value guarantees or material restrictive covenants. There are no significant finance leases as
of December 31, 2024.

 Future
minimum lease payments as of December 31, 2024, are as follows:

 Maturity
of Lease Liability:

of Future Minimum Lease Payments

 Totals

 2025

 $
 860,000

 2026

 839,000

 2027

 808,000

 2028

 824,000

 2029

 840,000

 Thereafter

 4,073,000

 Total lease payments

 8,244,000

 Less: Imputed Interest

 ( 1,327,000
)

 Present value of remaining lease payments

 $
 6,917,000

 Current

 $
 606,000

 Noncurrent

 $
 6,311,000

 Weighted-average remaining lease term (years)

 9.6

 Weighted-average discount rate

 3.8
 %

 Total
cash paid during the years ended December 31, 2024 and 2023 approximated $ 956,000
 and $ 917,000,
respectively.

 15.
STOCKHOLDERS' EQUITY

 Stockholders' Equity

 DSS, Inc. Equity
transactions –

 On
April 10, 2023, the Company issued 62,354 shares of common stock to Mr. Frank Heuszel, CEO of DSS, pursuant to his employment agreement.
These shares were issued to settle a previously recorded liability of approximately $ 268,000.

 On
January 4, 2024 the Company effected a reverse stock split of 1 for 20. As of December 31, 2023 and December 31, 2022, there were 140,264,240
and 139,017,000 shares of our Common Stock issued and outstanding, respectively, which was converted to 7,066,772 and 6,950,858 shares,
respectively.

 On
December 10, 2024, DSS entered into a securities purchase agreement with Alset Inc., a related party, pursuant to which the Company agreed
to sell and issue in a private placement an aggregate of 820,597 shares of the Company's common stock for approximately $ 803,000.

 On
December 10, 2024, DSS entered into a securities purchase agreement with Heng Fai Ambrose Chan, the Chaiman of the Board of Directors
and a related party, pursuant to which the Company agreed to sell and issue in a private placement an aggregate of 205,149 shares of
the Company's common stock for approximately $ 197,000.

Incentive Plan – On June 20, 2013, the Company's shareholders adopted the 2013 Employee, Director and Consultant
Equity Incentive Plan (the "2013 Plan"). The 2013 Plan provides for the issuance of up to a total of 50,000 shares
of common stock authorized to be issued for grants of options, restricted stock and other forms of equity to employees, directors
and consultants. Under the terms of the 2013 Plan, options granted thereunder may be designated as options which qualify for
incentive stock option treatment ("ISOs") under Section 422A of the Internal Revenue Code, or options which do not
qualify ("NQSOs"). During the year ended December 31, 2023, 5,333 options
were forfeited. As of December 31, 2023, no shares
remained available under this plan.

 On December 9, 2019, the Company's shareholders adopted the 2020 Employee, Director and Consultant
Equity Incentive Plan (the "2020 Plan"). The 2020 Plan provides for the issuance of an initial 241,204
 shares of common stock authorized to be issued
for grants of options, restricted stock and other forms of equity to employees, directors and consultants. 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. Under the terms of the 2020 Plan, options
granted thereunder may be designated as options which qualify for incentive stock option treatment ("ISOs") under Section
422A of the Internal Revenue Code, or options which do not qualify ("NQSOs"). As of December 31, 2024, there are 814,184
 shares available under this plan.

 Stock-Based
Compensation – The Company records stock-based payment expense related to options and warrants based on the grant date
fair value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees,
directors and consultants. Such awards include option grants, warrant grants, and restricted stock awards. During the year ended December
31, 2024, and 2023 the Company's stock compensation approximated $ 0.
 The Company did not issue any warrants in 2024 or 2023, nor did it have any outstanding warrants as of December 31, 2024 and 2023.

BioMedical, Inc. Equity Transactions –

 On
August 8, 2023 DSS BioHealth Securities, Inc. ("DSS BioHealth"), a wholly-owned subsidiary of the Company, and the sole shareholder
of Impact BioMedical Inc., distributed to the shareholders of DSS on record as of July 10, 2023 4 shares of Impact Bio's stock
for 1 share they owned of DSS stock. Each share of Impact BioMedical distributed as part of the distribution will not be eligible for
resale until 180 days from the date Impact BioMedical's initial public offering becomes effective under the Securities Act, subject
to the discretion of the Company to lift the restriction sooner.

 On
October 31, 2023, Impact BioMedical effected a reverse stock split of 1 for 55. As of December 31, 2023 and December 31, 2022, there
were 3,877,282,251 shares of our Common Stock issued and outstanding which was converted to 70,496,041 shares. Also on October 31, 2023,
DSS BioHealth Securities, Inc., the Company's largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares
of Series A Convertible Preferred Shares, reducing its ownership of the Company's Common Stock from approximately 88 % to approximately
 12 %. The Preferred Shares are voting shares and convertible.

 On September 16, 2024, Impact
Biomedical Inc., entered into an underwriting agreement (the "Underwriting Agreement") with Revere Securities, LLC., as representative
(the "Representative") of the underwriters named therein (the "Underwriters"), pursuant to which the Company agreed
to sell to the Underwriters in a firm commitment initial public offering (the "Offering") an aggregate of 1,500,000 of the
Company's shares of common stock, par value $ 0.001 per share at a public offering price of $ 3.00 per share. On September 17, 2024,
the Company closed the Offering. The total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance
and expenses, was approximately $ 3,726,000. A final prospectus relating to this Offering was filed with the Commission on September 16,
2024. The shares of Common Stock were approved to list on the NYSE American under the symbol "IBO" and began trading there
on September 16, 2024. The Company also issued warrants to the Representative and its affiliates (the "Representative's Warrants")
warrants to purchase the number of shares of Common Stock in the aggregate equal to 5% of the Common Stock to be issued and sold in this
offering (including any Shares of Common Stock sold upon exercise of the over-allotment option, if applicable). The Representative's
Warrants are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time, in
whole or in part, commencing nine (9) months from the date of commencement of sales of the offering and ending on the third anniversary
thereof. As of September 30, 2024, the Representative had not exercised any of these warrants. As of September 30, 2024, only the 1,500,000
shares included in the Offering are freely tradable on the NYSE. The remaining 9,997,703 are restricted from trading for 180 days from
the Offering date.

Incentive Plan – During 2023, the Company's shareholders adopted the 2023 Employee, Director and Consultant Equity
Incentive Plan (the "2023 Plan"). The 2023 Plan provides for the issuance of an initial 18,762,000 shares of common stock
authorized to be issued for grants of options, restricted stock and other forms of equity to employees, directors and consultants. In
addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2025, 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) two percent (2%) 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. Under the terms of the 2023 Plan, options granted thereunder may be designated as options which qualify for incentive stock
option treatment ("ISOs") under Section 422A of the Internal Revenue Code, or options which do not qualify ("NQSOs").
As of December 31, 2024, there are 18,037,079 shares available under this plan.

 Stock-Based
Compensation – The Company records stock-based payment expense related to options and warrants based on the grant date fair
value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees, directors
and consultants. Such awards include option grants, warrant grants, and restricted stock awards. On October 1, 2024, 880,000 option grants
with a purchase price of $ 3.00 per share were awarded to certain officers, directors and consultants of the Company. These options have
various vesting periods, and all expire on October 31, 2031. Potential proceeds of these grants is $ 2,640,000 and are fair valued using
a Black-Scholes model at approximately $ 50,000. The Company record stock based compensation expense of approximately $ 19,000 for the year
ended December 31, 2024 and is included in Sales, general and administrative compensation (inclusive of stock based compensation) on the
accompanying Statement of Operations. There were no stock-based payments made during the twelve months ended December 31, 2023.

 16.
INCOME TAXES

 Income Taxes

 The
Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the
financial reporting and tax basis of assets and liabilities. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance
for the amount of tax benefits which are not expected to be realized.

 The
following is a summary of the components giving rise to the income tax provision (benefit) for the years ended December 31:

 The
provision (benefit) for income taxes consists of the following:

of Income Tax Provision

 2024

 2023

 Currently payable:

 Federal

 $
 -

 $
 -

 State

 8,000

 4,000

 Foreign

 -

 -

 Total currently payable

 8,000

 4,000

 Deferred:

 Federal

 256,000

 ( 5,392,000
)

 State

 ( 290,000
)

 ( 79,000
)

 Foreign

 ( 4,000
)

 ( 48,000
)

 Total deferred

 ( 38,000
)

 ( 5,519,000
)

 Less: increase/(decrease) in allowance

 38,000

 5,519,000

 Net deferred

 -

 -

 Total income tax provision

 $
 8,000

 $
 4,000

 Individual
components of deferred tax assets and liabilities are as follows:

of Deferred Tax assets and Liabilities

 2024

 2023

 Deferred tax assets:

 Net operating loss carry forwards

 $
 19,201,000

 $
 21,496,000

 Net operating loss IRC 382 limited

 9,634,000

 9,634,000

 Unrealized loss on securities

 4,243,000

 4,655,000

 Equity issued for services

 194,000

 190,000

 Goodwill and other intangibles

 84,000

 63,000

 Investment in pass-through entity

 11,000

 11,000

 Deferred revenue

 176,000

 176,000

 Operating Lease Liability

 1,557,000

 1,713,000

 Depreciation and amortization

 1,000

 1,000

 Other

 3,094,000

 2,507,000

 Gross deferred tax assets

 38,195,000

 40,446,000

 Deferred tax liabilities:

 Goodwill and other intangibles

 1,567,000

 3,369,000

 Depreciation and amortization

 309,000

 614,000

 Right to Use Asset

 1,455,000

 1,625,000

 Investment in pass-through entity

 -

 -

 Gross deferred tax liabilities

 3,331,000

 5,608,000

 Less: valuation allowance

 ( 34,864,000
)

 ( 34,838,000
)

 Net deferred tax assets (liabilities)

 $
 -

 $
 -

 At
December 31, 2024 and 2023, the Company has approximately $ 126.2
million and $ 138.9
million in federal net operating loss carry forwards ("NOLs"), respectively, available to reduce future taxable income.
Under the provisions of the Internal Revenue Code, the net operating losses are subject to review and possible adjustment by the
Internal Revenue Service and state tax authorities. Certain tax attributes are subject to an annual limitation as a result of
certain cumulative changes in ownership interest of significant shareholders which could constitute a change of ownership as defined
under Internal Revenue Code Section 382. For the year ended December 31, 2021, the Company has completed a full analysis of
historical ownership changes and determined that a portion of the net operating losses have a limitation on future deductibility.
Approximately $ 43.8 million of net
operating losses incurred prior to 2020 will be unable to offset future taxable income and have been reserved via a valuation
allowance to reduce the deferred tax asset to the expected realizable amount, leaving $ 2.9 million
available for use which expire at various dates through 2038 and the residual which never expire. Additionally, at December 31, 2024
and 2023, the Company had approximately $ 20.7
million and $ 20.7
of California and Illinois NOL carry-forwards, respectively, which expire
through 2043. The NOL carry forwards may be limited in certain circumstances, including ownership change and have been fully
reserved via a valuation allowance.

 The
valuation allowance for deferred tax assets decreased approximately $ 2.2 million for the year ended December 31, 2024 and increased
approximately $ 5.5 for
the year ended December 31, 2023, The valuation allowance for deferred tax liability decreased approximately $ 2.3 million
in the year ended December 31, 2024 and increased approximately $ 1.1 million
for the year ended December 31, 2023.

 The
differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated
statements of operations are as follows:

of Effective Income Tax Rate Reconciliation

 2024

 2023

 Statutory United States federal rate

 21.0
 %

 21.0
 %

 State income taxes net of federal benefit

 0.39
 %

 0.38
 %

 Permanent differences

 ( 9.84
)%

 ( 6.68
)%

 Other

 ( 11.52
)%

 ( 9.04
)%

 Foreign taxes

 -
 %

 -
 %

 Change in valuation allowance

 ( 0.05
)%

 ( 5.66
)%

 Effective rate

 ( 0.02
)%

 -
 %

 The
Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December
31, 2024 and 2023 the Company recognized no interest and penalties.

 The
Company files income tax returns in the U.S. federal jurisdiction and various states. The tax years 2021-2024 generally remain open to
examination by major taxing jurisdictions to which the Company is subject.

 17.
DEFINED CONTRIBUTION PENSION PLAN

 Defined Contribution Pension Plan

 The
Company maintains a qualified employee savings plans (the "401(k) Plan") that qualifies as a deferred salary arrangement
under Section 401(k) of the Internal Revenue Code and which covers all eligible employees. Employees generally become eligible to participate
in the 401(k) Plan two months following the employee's hire date. Employees may contribute a percentage of their earnings, subject
to the limitations of the Internal Revenue Code. Commencing on January 1, 2018, the Company matched 100 % of the first 1% of employee
contributions, then 50 % of additional contributions up to an aggregate maximum match of 3.5 %. The total matching contributions for 2024
and 2023 were approximately $ 154,000 and $ 124,000, respectively.

 18.
COMMITMENTS AND CONTINGENCIES

 Commitments and Contingencies

 License
Agreement – On March 19, 2022, Impact BioMedical entered into a License Agreement ("Equivir License") with
a third-party ("Licensee") where the Licensor is granted the right, amongst other things, to develop, commercialize, and
sell the Company's Equivir technology. In exchange, the Licensee shall pay the Company a royalty of 5.5 % of net sales. Under the
terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50 % of the development costs provided that the development
costs shall not exceed $ 1,250,000. As of December 31, 2024 and December 31, 2023, $ 200,000, and $ 200,000, respectively, have been recorded
in relation to the Equivir License as development of the Equivir technology.

 Employment
Agreements – As of December 31, 2024, DSS has no employment or severance agreements with members of its management
team. Its subsidiary Impact BioMedical has an employment agreement with it CEO Frank Heuszel in which Mr. Heuszel's
agreement contains a mandatory bonus clause of $ 150,000 for the first year of the employment term, $ 100,000 for the second year of the
employment term, and $ 100,000 for the third year of the employment term. As of December 31, 2024, approximately $ 38,000 is accrued for
year one of Mr. Heuszel's bonus.

 Contingent
Litigation Payments – The Company retains the services of professional service providers, including law firms that specialize
in intellectual property licensing, enforcement and patent law. These service providers are often retained on an hourly, monthly, project,
contingent or a blended fee basis. In contingency fee arrangements, a portion of the legal fee is based on predetermined milestones or
the Company's actual collection of funds. The Company accrues contingent fees when it is probable that the milestones will be achieved,
and the fees can be reasonably estimated. As of December 31, 2024 and 2023 the Company had not accrued any contingent legal fees pursuant
to these arrangements.

 Contingent
Payments – The Company is party to certain agreements with funding partners who have rights to portions of intellectual
property monetization proceeds that the Company receives. As of December 31, 2024 and 2023, there are no contingent payments due.

 19.
DISCONTINUED OPERATIONS

 Discontinued Operations

 On
May 4, 2023, the Company distributed approximately 280 million shares of SHRG beneficially held by DSS and Decentralized Sharing Systems
in the form of a dividend to the shareholders of DSS common stock. Upon completion of this distribution, DSS will retain an ownership
interest in SHRG of approximately 7 %. Immediately prior to this distribution, DSS owned approximately 81 % of the issued and outstanding
common shares of SHRG. As a result, SHRG, whose operations represented a significant portion of our Direct Marketing segment, was deconsolidated
from our consolidated financial statements effective as of May 1, 2023 (the "Deconsolidation") and will be treated as discontinued
operations on the face of our financial statements. Subsequent to April 30, 2023, the assets and liabilities of SHRG are no longer included
within our consolidated balance sheets. Any discussions related to results, operations, and accounting policies associated with SHRG
refer to the periods prior to the Deconsolidation.

 Upon
Deconsolidation, we recognized an impairment of assets due to the deconsolidation of SHRG approximately $ 6,220,000 which is recorded
as an impairment of assets due to the deconsolidation in our consolidated statements of operations. Subsequent to the Deconsolidation,
we accounted for our equity ownership interest in SHRG as a marketable security and at the quoted price stock price of SHRG, valued at
approximately $ 74,000 at December 31, 2023.

 The
following tables show the major classes of assets and liabilities held for sale and results of operations of the discontinued operation:

of Major Classes of Assets and Liabilities Held for Sale and Results of Operations

 Sharing
Services Global Corporation

 Statements
of Operations Loss - Discontinued Operations

 For
the Years Ended December 31,

 2023

 For the Year Ended

 December
 31, 2023

 Revenue:

 Direct marketing

 $
 4,325,000

 Total revenue

 4,325,000

 Costs and expenses:

 Cost of revenue

 2,055,000

 Selling, general and administrative

 5,743,000

 Total costs and expenses

 7,798,000

 Operating loss

 3,473,000

 Other income (expense):

 Other income (expense)

 ( 96,000
)

 Interest income

 6,000
)

 Gain (loss) on investments

 82,000

 Impairment of assets

 -

 Loss from discontinued operations before income taxes

)

 Income tax benefit/(loss)

 -

 Loss from discontinued operations

)

 20.
SUPPLEMENTAL CASH FLOW INFORMATION

 Supplemental Cash Flow Information

 Supplemental
cash flow information for the years ended December 31:

of Supplemental Cash Flow Information

 2024

 2023

 Cash paid for interest

 $
 720,000

 $
 1,289,000

 Cash paid for income taxes

 $
 8,000

 $
 6,000

 Non-cash investing and financing activities:

 Shares issued in lieu of bonus cash

 $
 -

 $
 268,000

 Third party Note receivable received in lieu of cash

 $
 -

 $
 1,100,000

 21.
SEGMENT INFORMATION

 Segment Information

 The
Company's businesses lines are organized, managed, and internally reported as five operating segments. One of these operating
segments, Product Packaging, is the Company's packaging and printing group. Product Packaging operates in the paper board folding
carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated
custom folding cartons, and complex 3-dimensional direct mail solutions. These products are designed to provide functionality and marketability
while also providing counterfeit protection. A second, Biotechnology, invests in, or acquires companies in the biohealth and biomedical
fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological,
oncological, and immune related diseases. This division is also developing open-air defense initiatives, which curb transmission of air-borne
infectious diseases, such as tuberculosis and influenza. Biotechnology is also targeting unmet, urgent medical needs. A third operating
segment, Securities and Investment Management ("Securities") was established to develop and/or acquire assets and investments
in the securities trading and/or funds management arena. Further, Securities, in partnership with recognized global leaders in alternative
trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized
assets, utility tokens, stable coins and cryptocurrency via a digital asset trading platform using blockchain technology. The scope of
services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO,
STO and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing
and trading of digital assets (securities and cryptocurrency) on a secondary market(s). Also in this segment is the Company's real
estate investment trust ("REIT"), organized for the purposes of acquiring hospitals and other acute or post-acute care centers
from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator
under a triple-net lease. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate.
The fourth segment, Direct, provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized
sharing marketplaces. It specializes in marketing and distributing its products and services through its subsidiary and partner network,
using the popular gig economic marketing strategy as a form of direct marketing. Direct marketing products include, among other things,
nutritional and personal care products sold throughout North America, Asia Pacific and Eastern Europe. The fifth business line, Commercial
Banking, is organized for the purposes of being a financial network holding company, focused providing commercial loans and on acquiring
equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating
in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely
related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing,
equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services.
From this financial platform, the Company shall provide an integrated suite of financial services for businesses that shall include commercial
business lines of credit, land development financing, inventory financing, third party loan servicing, and services that address the
financial needs of the world Gig Economy.

 Approximate
information concerning the Company's operations by reportable segment for the twelve months ended December 31, 2024 and 2023 is
as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently,
would report the results contained herein:

of Operations by Reportable Segment

 Year Ended December 31, 2024

 Product Packaging

 Commercial Lending

 Direct Marketing

 Biotechnology

 Corporate

 Total

 $
 16,107,000

 $

 $
 -

 $
 -

 $
 2,764,000

 $
 -

 $
 19,097,000

 Cost of revenue

 15,230,000

 712,000

 5,000

 42,000

 7,550,000

 -

 23,539,000

 Gross profit (loss)

 877,000

 ( 486,000
)

 ( 5,000
)

 ( 42,000
)

 ( 4,786,000
)

 -

 ( 4,442,000
)

 Operating expense

 3,029,000

 402,000

 254,000

 28,929,000

 2,759,000

 2,781,000

 38,154,000

 Operating income (loss)

 ( 2,152,000
)

 ( 888,000
)

 ( 259,000
)

 ( 28,971,000
)

 ( 7,545,000
)

 ( 2,781,000
)

 ( 42,596,000
)

 Other income (expense)

 ( 159,000
)

 ( 1,186,000
)

 81,000

 ( 3,784,000
)

 ( 6,822,000
)

 768,000

 ( 11,102,000
)

 Net income (loss) from continuing operations before taxes

 ( 2,311,000
)

 ( 2,074,000
)

 ( 178,000
)

 ( 32,755,000
)

 ( 14,367,000
)

 ( 2,013,000
)

 ( 53,698,000
)

 Year Ended December 31,2023

 Product Packaging

 Commercial Lending

 Direct Marketing

 Biotechnology

 Corporate

 Total

 $
 18,497,000

 $

 $

 $
 -

 $
 5,288,000

 $
 -

 $
 25,933,000

 Cost of revenue

 15,282,000

 1,139,000

 818,000

 77,000

 8,074,000

 -

 25,390,000

 Gross profit (loss)

 3,215,000

 ( 754,000
)

 945,000

 ( 77,000
)

 ( 2,786,000
)

 -

 543,000

 Operating expense

 2,607,000

 30,122,000

 3,244,000

 4,431,000

 7,666,000

 3,251,000

 51,321,000

 Operating income (loss)

 608,000

 ( 30,876,000
)

 ( 2,299,000
)

 ( 4,508,000
)

 ( 10,452,000
)

 ( 3,251,000
)

 ( 50,778,000
)

 Other income (expense)

 ( 185,000
)

 ( 625,000
)

 ( 7,268,000
)

 ( 2,677,000
)

 ( 9,242,000
)

 ( 3,264,000
)

 ( 23,261,000
)

 Net income (loss) from continuing operations before taxes

 $
 423,000

 $
 ( 31,501,000
)

 $
 ( 9,567,000
)

 $
 ( 7,185,000
)

 $
 ( 19,694,000
)

 $
 ( 6,515,000
)

 $
 ( 74,039,000
)

 International
revenue, which consists of sales to customers with operations in Canada, Latin comprised less
than 1.0 % of total revenue for 2024 ( 7.0 %
- 2023). Revenue is allocated to individual countries by customer based on where the product is shipped. The Company had no
long-lived assets in any country other than the United States for any period presented.

 The
following tables disaggregate our business segment revenues by major source:

of Disaggregation of Revenue

 Printed
Products Revenue Information:

 Twelve months ended December 31, 2024

 Packaging Printing and Fabrication

 $
 15,698,000

 Commercial and Security Printing

 409,000

 Total Printed Products Revenue

 $
 16,107,000

 Twelve months ended December 31, 2023

 Packaging Printing and Fabrication

 $
 18,131,000

 Commercial and Security Printing

 366,000

 Total Printed Products Revenue

 $
 18,497,000

 Commercial Lending Revenue Information:

 Twelve months ended December 31, 2024

 Net investment Revenue

 $

 Total Commercial Lending Revenue

 $

 Twelve months ended December 31, 2023

 Net Investment Revenue

 $

 Total Commercial Lending Revenue

 $

 Direct Marketing Revenue Information:

 Twelve months ended December 31, 2024

 Direct Marketing Internet Sales

 $
 -

 Total Direct Marketing Revenue

 $
 -

 Twelve months ended December 31, 2023

 Direct Marketing Internet Sales

 $

 Total Direct Marketing Revenue

 $

 Securities Revenue Information:

 Twelve months ended December 31, 2024

 Rental Revenue

 $
 -

 Commisions Revenue

 972,000

 Total Securities revenue

 $
 972,000

 Twelve months ended December 31, 2023

 Rental Revenue

 $
 -

 Commission Revenue

 1,641,000

 Total Securities revenue

 $
 1,641,000

 22.
 Related Party Transactions

 The
Company owns 127,179,291 shares or approximately 4 % of the outstanding shares of Alset International Limited ("Alset Intl"),
a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable
security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the
investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and
Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of
the Company. The fair value of the marketable security as of December 31, 2024, and December 31, 2023, was approximately $ 2,518,000 and
$ 3,269,000 respectively. During the year ended December 31, 2024 and December 31, 2023, the Company recorded unrealized loss on this
investment of approximately $ 750,000 and unrealized loss of $ 50,000, respectively.

 On August 29, 2022, DSS Financial
Management Inc and BMI Capital, Inc. ("BMIC"), a related party, entered into a promissory note ("Note 8") in the
principal sum of $ 100,000 with interest of 8 %, is due in three quarterly installments beginning on September 14, 2022. All unpaid principal
and interest is due on August 29, 2025. The outstanding principal and interest at December 31, 2024 approximated $ 86,000, and was fully
reserved for as of December 31, 2024. At December 31, 2023, the balance approximated $ 100,000 of which $ 76,000 is included in the Current
portion of notes receivable and $ 24,000 is included in the long-term portion of notes receivable. DSS owns 24.9 % of the outstanding common
shares of BMIC.

 On May 8, 2023, DSS Financial
Management Inc and BMIC entered into a promissory note ("Note 9") in the principal sum of $ 102,000 with interest at the prime
rate plus 2 % ( 10.5 % at September 30, 2024 and December 31, 2023) with a maturity date of May 7, 2026. The outstanding principal and interest
at December 31, 2024 approximated $ 110,000, and was fully reserved for as of December 31, 2024. At December 31, 2023 approximates $ 107,000
with approximately $ 53,000 of principal and accrued interest classified as Current portion notes receivable, and the remaining balance
of approximately $ 54,000 is recorded as notes receivable, on the accompanying consolidated balance sheet. DSS owns 24.9 % of the outstanding
common shares of BMIC.

 On July 26, 2022, APF and VEII,
Inc. ("VEII") entered into a promissory note ("Note 10") in the principal sum of $ 1,000,000 with interest of 8 %
with all unpaid principal and interest due on July 26, 2024. This note was amended so that all unpaid principal and interest is due July
26, 2025. The outstanding principal and interest on September 30, 2024 approximates $ 959,000, and is included in notes receivable on the
accompanying consolidate balance sheet. Approximately $ 480,000 of Note 10 was reserved for as of March 31, 2024. No additional reserve
was deemed necessary as of December 31, 2024. The outstanding principal and interest on December 31, 2023, approximates $ 939,000, net
of $ 20,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance sheet. Heng Fai
Ambrose Chan, the Chairman of DSS, Inc is also the on the board of directors of VEII.

 On October 13, 2021, LVAM entered
into loan agreement with BMIC ("BMIC Loan"), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000, with
interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC Loan matures on October 12, 2022, and contains
an auto renewal period of three months. As of December 31, 2024 and December 31, 2023, $ 463,000 and $ 547,000, respectively, are included
in Current portion of long-term debt, net on the consolidated balance sheet.

 On October 13, 2021, LVAM entered
into a loan agreement with Lee Wilson Tsz Kin ("Wilson Loan"), a related party, whereas LVAM borrowed the principal amount
of $ 3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date. The Wilson Loan matures on October
12, 2022, and contains an auto renewal period of nine months. This loan was funded during March 2022. As of December 31, 2024 $ 145,000
is included in the Current portion of long-term debt, net on the consolidated balance sheet. As of December 31, 2023 $ 2,131,000 is included
in the Current portion of long-term debt, net on the consolidated balance sheet.

 On December
10, 2024, DSS entered into a securities purchase agreement with Alset Inc., a related party, pursuant to which the Company agreed to sell
and issue in a private placement an aggregate of 820,597 shares of the Company's common stock for approximately $ 803,000.

 On December
10, 2024, DSS entered into a securities purchase agreement with Heng Fai Ambrose Chan, the Chaiman of the Board of Directors and a related
party, pursuant to which the Company agreed to sell and issue in a private placement an aggregate of 205,149 shares of the Company's
common stock for approximately $ 197,000.

 23.
SUBSEQUENT EVENTS

 Subsequent Events

 The
Company has evaluated all subsequent events and transactions through March 31, 2025, the date that the consolidated financial statements
were available to be issued and have identified the below transactions:

 On
December 27, 2024, True Partner International Limited, a wholly owned subsidiary of DSS Financial Management, Inc. entered into a share
subscription agreement, in which they invested approximately $ 1,000,000 in True Partner Capital Holding Limited in exchange for 19,500,000
shares. This transaction was concluded in February 2025.

 On
February 6, 2025, as a bonus for compensation awarded to Heng Fai Holdings Limited ("HFHL"), a Hong Kong Company, which is
beneficially owned by Mr. Heng Fai Ambrose Chan, Director of DSS, Inc., and pursuant to DSS, Inc's. 2020 Employee, Director and
Consultant Equity Incentive Plan (the "Plan"), HFHL was awarded 1,000,000 shares of the Company's common stock under
the Plan, for services rendered. The issuance was approved by the board of directors on January 31, 2025.

 On
March 21, 2025, the Company via its subsidiaries DSS Blockchain Security, DSS BioHealth Security and DSS Securities, each sold 499,800
shares of Impact BioMedical for net proceeds of approximately $ 1,616,428. Further, on March 26, 2025, the Company sold an additional 122,285 shares
of Impact BioMedical. The total grossed for these transactions was approximately $ 1,969,000.

 The
Company and its subsidiary Impact BioMedical have agreed to settle a portion of the outstanding indebtedness that Impact BioMedical owes
to the Company under the Promissory Note in the amount of $ 8,697,142.80 through the issuance of 2,415,873 shares of the Company's
common stock, at a conversion ratio of $ 3.60 per share, which was equal to the closing market price of the Company's common stock
on March 24, 2025.

 On
March 27, 2025, the Company finalized the sale of its Plano, Tx. Facility for a gross sales price of $ 9,500,000.

 ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A - CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 An
evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer
and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, 2023. Based on their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, to ensure
that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is
recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
were resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal
control over financial reporting as of December 31, 2023. In making this assessment, management used the framework established in "Internal
Control—Integrated Framework" promulgated by the Committee of Sponsoring Organizations of the Treadway Commission in 2013,
commonly referred to as the "COSO" criteria. Based on our assessment, we concluded that, as of December 31, 2023, our internal
control over financial reporting was not effective based on those criteria.

 In
connection with management's assessment of our internal control over financial reporting described above, the following weaknesses
have been identified in the Company's internal control over financial reporting as of December 31, 2024:

 1.

 The
 Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties
 over complex transactions.

 2.

 There
 was no systematic method of documenting that timely and complete monthly reconciliation and closing procedures take place.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

 This
Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit us to provide only management's report in this annual report.

 Remediation
of the Material Weaknesses

 Management
believes it has taken significant steps during 2023, and subsequently in 2024, to strengthen our overall internal controls and eliminate
the material weakness of those controls. During the 2025 fiscal year, the Company will document and test the remediations put in place.
Such remediation includes the following:

 The Company has re-assigned
 responsibilities of other staff members to assist in the Company's financial reporting as well as segregating duties to serve
 as a check and balance on employees' integrity and to maintain the best control system possible.

 The
 Company has centralized its accounting functions across all divisions. The goal of this process is to support the segregation of
 duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other financial reports
 are accurate and timely reported.

 A
 monthly operations and financial review is performed with key members of the management team, executive committee, and accounting
 team which has enhanced the timeliness, formality and rigor of our financial statement preparation, review and reporting process.

 Routine
 account reconciliations for all key balance sheet accounts have been initiated. These account reconciliations are reviewed timely
 by an independent person.

 The
 Company will engage an external, independent expert to review significant and/or complex accounting transactions, when appropriate,
 to ensure the proper accounting treatment is applied.

 The
Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent
significant improvements in our controls. The Company has started to implement these steps, however, some of these steps will take time
to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time.

 Changes
in Internal Control over Financial Reporting

 While changes in the Company's internal control over financial reporting
occurred during the year ended December 31, 2024 as the Company continued to implement the remediation steps described above, we have
not been able to fully document and test these controls to ensure their effectiveness over financial reporting during the year ended December
31, 2024, and thus cannot conclude that have materially affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

 ITEM
9B - OTHER INFORMATION

 Please
see the disclosure related to the winding down of our intellectual property monetization business included in ITEM 1 – BUSINESS,
Overview, Strategic Business Plan, Exiting Unprofitable Business Lines, which information is incorporated in this Item 9B by reference.

 DSS
intends to hold its 2024 Annual Meeting of Stockholders at the end of the third quarter of 2025.

 PART
III

 ITEM
10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
executive officers and directors as of the date of this report are as follows:

 NAME

 POSITION

 Jason
 Grady

 Todd
 D. Macko

 Ambrose
 Chan Heng Fai

 Jos
 Escudero

 Wai
 Leung William Wu

 Tung
 Moe Chan

 Hiu
 Pan Joanne Wong

 Shui
 Yeung Frankie Wong

 Lim
 Sheng Hon Danny

 Interim
 Chief Executive Officer

 Chief
 Financial Officer

 Director,
 Chairman

 Independent

 Lead
 Independent Director

 Independent

 Independent

 Biographical
and certain other information concerning the Company's officers and directors is set forth below. Except for Mr. Ambrose Chan Heng
Fai and his son Mr. Tung Moe Chan, there are no familial relationships among any of our directors. Except as indicated below, none of
our directors is a director of 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.
Each executive officer serves at the pleasure of the Board of Directors.

 Name

 Age

 Director/Officer
 Since

 Principal
 Occupation or

 Occupations
and Directorships

 Jason Grady

 2018

 Since
October 2024, Mr. Jason Grady has served as the Interim Chief Executive Officer (CEO) of the Company, driving its strategic vision, leadership,
and overall performance. In this role, he steers the organization's growth trajectory, ensuring profitability while aligning long-term
objectives with operational execution. He leads executive teams, fosters innovation, and cultivates key relationships with the Board
of Directors, investors, and strategic partners to propel the company forward.

 Before
stepping into the CEO role, Mr. Grady was the Company's Chief Operating Officer (COO) since August 2019, where he streamlined operations,
optimized business processes, and spearheaded new business development. Simultaneously, since July 2018, he has served as President of
Premier Packaging Corporation, a leading folding carton and consumer packaging manufacturer and a wholly owned subsidiary of the Company.
His leadership within the broader DSS ecosystem has been instrumental in driving business expansion and operational excellence.

 From
April 2010 to July 2018, Mr. Grady served as Vice President of Sales & Business Development, playing a pivotal role in accelerating
revenue growth and expanding the Company's market presence.

 Prior
to joining DSS, he held key leadership positions, including Vice President of Marketing at Parlec Corporation, Director of Business Development
at Berlin Packaging Corporation, and sales and marketing executive at OutStart, Inc.

 Mr.
Grady holds a bachelor's degree in Marketing and Communications and an MBA from the Rochester Institute of Technology.

 2020

 Mr. Todd D.
 Macko was promoted to Chief Financial Officer on August 16, 2021. Mr. Macko previously served as the Interim Chief Financial Officer
 and Vice President of Finance of DSS. As the Interim Chief Financial Officer and Vice President of Finance, Mr. Macko's responsibilities
 included assisting DSS's Chief Executive Officer in all aspects of financial and regulatory reporting. In addition, his responsibilities
 included the day-to-day management of the Company's Accounting and Finance team and the financial leadership in the directing
 and improving of the accounting, reporting, audit, and tax activities. Prior to his role as Vice President of Finance for the Company,
 Mr. Macko joined the wholly owned subsidiary of DSS, Premier Packaging Corporation in January 2019, as its Vice President of Finance.
 Mr. Macko is a Certified Public Accountant with over 25 years of public and corporate financial management, business leadership and
 corporate strategy. Mr. Macko brings a wealth of experience with strengths in financial planning and analysis, business process re-engineering,
 budgeting, merger and acquisitions, financial reporting systems, project evaluation and treasury and capital management. Prior to
 joining the Company, Mr. Macko served as the Corporate Controller for Baldwin Richardson Foods, a leading custom ingredients manufacturer
 for the food and beverage industry from November 2015 until January 2019. Prior to that, Mr. Macko served as the Controller for The
 Outdoor Group, LLC., Genesis Vision, Inc., Complemar Partners, Inc., and Level 3 Communications, Inc. Mr. Macko obtained is Bachelor
 of Science in Accounting from Rochester Institute of Technology.

 Jos
 Escudero

 2019

 Mr.
 Escudero's career is focused on business transformations, including turnaround, growth and M&A situations. He has led large
 performance transformation programs within companies of various industries and countries, including retail, fashion & luxury,
 hotel and the new economy related to digitalization transformation and crypto world. Mr. Escudero has been member of different Boards
 of Directors and Direction Committees of many companies in different countries. He has been also working as expert for the leading
 private equity firms like: Harvard Investment Group (HIG), Advent, Goldman Sachs, etc. He has been working in financial analysis,
 transactional support and strategy business development as well as operating management in first level of international companies.
 Also, he has worked in more than 10 countries along his career (Singapore, HK, US, UK, Brazil, Spain, etc.).

 Mr.
 Escudero worked as a Partner at BMI Capital Partners from September 2013 to November 2019. Mr. Ecudero has worked as Certisign's
 Chief Strategy and M&A Officer since November 2019. He is currently working as partner of the Managing Consulting firm Hallman
 & Burke, and previously worked for the Spanish M&A boutique Ambers & Co. He started his career in PwC.

 Mr.
 Escudero has a B.Sc. in Economics from the Francisco de Vitoria University (Madrid, Spain) where he ranked number one of the promotion.
 He has a Masters degree in Corporate Finance and Investment Banking from the Options & Futures Institute. Currently he is enrolled
 in Harvard University in Business Postgraduate studies. He collaborates with different Organizations and Business Schools as speaker
 and professor:

 TED

 Ie - Instituto de Empresa

 Raffles University of Hong Kong

 IED - Istituto Europeo di Design

 ISDE - Instituto Superior de Derecho y Econom a

 CEF - Centro de Estudios Financieros

 Mr. Escudero's experience in mergers and acquisitions, corporate
finance, and international trade along with his education in economics and finance and investment banking qualify him to serve on the
Company's Board of Directors and as a member of the Compensation and Management Resources Committee, the Nominating and Corporate
Governance Committee, and the Audit Committee.

 Wai Leung William
 Wu

 2019

 William Wu joined the Board of Directors of our company in November 2020.
Mr. Wu has served as a member of the Board of Directors of HWH International Inc. (formerly known as Alset Capital Acquisition Corp.)
since January 2022. Mr. Wu previously served as the executive director and chief executive officer of Power Financial Group Limited from
November 2017 to January 2019. Mr. Wu has served as a member of the Board of Directors of DSS, Inc. since October of 2019. Mr. Wu has
served as a director of Asia Allied Infrastructure Holdings Limited since February 2015. Mr. Wu previously served as a director and chief
executive officer of RHB Hong Kong Limited from April 2011 to October 2017. Mr. Wu served as the chief executive officer of SW Kingsway
Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September 2010. Mr. Wu holds a Bachelor
of Business Administration degree and a Master of Business Administration degree of Simon Fraser University in Canada. He was qualified
as a chartered financial analyst of The Institute of Chartered Financial Analysts in 1996.

 Mr. Wu previously worked for a number of international investment banks
and possesses over 29 years of experience in the investment banking, capital markets, institutional broking and direct investment businesses.

 Mr. Wu demonstrates extensive knowledge of complex, cross-border financial
matters highly relevant to our business, making him well-qualified to serve as an independent member of the board. Mr. Wu serves on our
Audit Committee.

 Tung
 Moe Chan

 2020

 Mr.
 Tung Moe Chan has served as a director of the Company since September 2020. In addition, since August 2020, he has served as Director
 of Corporate Development of American Medical REIT Inc., a subsidiary of the Company.

 Mr.
 Tung Moe Chan has served as the Co-Chief Executive Officer of Alset Inc., a Nasdaq listed company since July 2021 and as the Executive
 Director since October 2022. Mr. Tung Moe Chan also serves as the Co-Chief Executive Officer and Executive Director of Alset International
 Limited, a diversified holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited. Mr. Moe Chan
 is responsible for Alset International Limited's international real estate business (including serving as Co-Chief Executive
 Officer-International and a member of the Board of its subsidiary LiquidValue Development Inc.).

 From
 April 2014 to June 2015, Mr. Moe Chan was the Chief Operating Officer of Zensun Enterprises Limited (formerly known as ZH International
 Holdings Limited and Heng Fai Enterprises Limited), an investment holding company listed on the HKSE and was responsible for that
 company's global business operations consisting of REIT ownership and management, property development, hotels and hospitality,
 as well as property and securities investment and trading. Prior to that, Mr. Moe Chan was an executive director (from March 2006
 to February 2014) and the Chief of Project Development (from April 2013 to February 2014) of SingHaiyi Group Ltd (now known as SingHaiyi
 Group Pte. Ltd.), a property development company in Singapore which was listed on the Singapore Exchange Mainboard, overseeing its
 property development projects. Mr. Moe Chan was also a non-executive director of the Toronto Stock Exchange-listed RSI International
 Systems Inc., a hotel software company and the developer of RoomKeyPMS, a web-based property management system, from July 2007 to
 August 2016.

 Mr.
 Tung Moe Chan holds a Master's Degree in Business Administration with honors from the University of Western Ontario, a Master's
 Degree in Electro-Mechanical Engineering with honors and a Bachelor's Degree in Applied Science with honors from the University
 of British Columbia

 Mr.
 Tung Moe Chan's experience with the Company and experience with global business operations makes him an asset to the Board.

 Shui Yeung Frankie Wong

 2022

 Wong
 Shui Yeung joined the Board of Directors of the Company in July 2022. Mr. Wong is a practicing member and fellow member of Hong Kong
 Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute and holds a bachelor's
 degree in business administration. Mr. Wong is a Certified Public Accountant admitted to practice in Hong Kong and he serves as the
 sole proprietor of S.Y.WONG. He has over 20 years' experience in accounting, auditing, corporate finance, corporate investment
 and development, and company secretarial practice.

 Mr.
 Wong previously worked for a number of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years.
 He was the CFO and/or Company Secretary of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed
 on the Hong Kong Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Alset Capital Acquisition Corp. and
 Alset Inc. since January 2022 and November 2021 respectively, the shares of which are listed on NASDAQ. Mr. Wong has served as an
 independent non-executive director of Alset International Limited since June 2017, the shares of which are listed on the Catalist
 Board of Singapore Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Value Exchange International, Inc.
 since April 2022, the shares of which are listed on the OTCQB. Mr. Wong was an independent non-executive director of SMI Holdings
 Group Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong
 Limited and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November
 2020, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited. Mr.
 Wong's experience with accounting, public companies, and development make him an asset to the Board and qualify him to act
 as Chairman of the Nominating and Corporate Governance Committee.

 Wong
 Shui Yeung joined the Board of Directors of the Company in July 2022. Mr. Wong is a practicing member and fellow member of Hong Kong
 Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute and holds a bachelor's
 degree in business administration. Mr. Wong is a Certified Public Accountant admitted to practice in Hong Kong and he serves as the
 sole proprietor of S.Y.WONG. He has over 20 years' experience in accounting, auditing, corporate finance, corporate investment
 and development, and company secretarial practice.

 Mr.
 Wong previously worked for a number of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years.
 He was the CFO and/or Company Secretary of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed
 on the Hong Kong Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Alset Capital Acquisition Corp. and
 Alset Inc. since January 2022 and November 2021 respectively, the shares of which are listed on NASDAQ. Mr. Wong has served as an
 independent non-executive director of Alset International Limited since June 2017, the shares of which are listed on the Catalist
 Board of Singapore Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Value Exchange International, Inc.
 since April 2022, the shares of which are listed on the OTCQB. Mr. Wong was an independent non-executive director of SMI Holdings
 Group Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong
 Limited and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November
 2020, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited. Mr.
 Wong's experience with accounting, public companies, and development make him an asset to the Board and qualify him to act
 as Chairman of the Nominating and Corporate Governance Committee.

 Wong
 Shui Yeung joined the Board of Directors of the Company in July 2022. Mr. Wong is a practicing member and fellow member of Hong Kong
 Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute and holds a bachelor's
 degree in business administration. Mr. Wong is a Certified Public Accountant admitted to practice in Hong Kong and he serves as the
 sole proprietor of S.Y.WONG. He has over 20 years' experience in accounting, auditing, corporate finance, corporate investment
 and development, and company secretarial practice.

 Mr.
 Wong previously worked for a number of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years.
 He was the CFO and/or Company Secretary of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed
 on the Hong Kong Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Alset Capital Acquisition Corp. and
 Alset Inc. since January 2022 and November 2021 respectively, the shares of which are listed on NASDAQ. Mr. Wong has served as an
 independent non-executive director of Alset International Limited since June 2017, the shares of which are listed on the Catalist
 Board of Singapore Stock Exchange. Mr. Wong has served as a member of the Board of Directors of Value Exchange International, Inc.
 since April 2022, the shares of which are listed on the OTCQB. Mr. Wong was an independent non-executive director of SMI Holdings
 Group Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong
 Limited and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November
 2020, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited. Mr.
 Wong's experience with accounting, public companies, and development make him an asset to the Board and qualify him to act
 as Chairman of the Nominating and Corporate Governance Committee.

 Hiu Pan Joanne Wong

 2022

 Ms.
 Joanne Wong has been Director and Responsible Officer (SFC), BMI Funds Management Limited since August 6, 2014. She has participated
 as the management role in fund administrator activities in A-Link Services Limited and Global Intelligence Trust Limited since 2020
 and 2018. Ms. Joanne Wong graduated from The Chinese University of Hong Kong (CUHK) with an Honors Bachelor's degree in Chemistry
 in 1999. She has expertise in an array of strategic, business, turnaround and regulatory matters
 spanning across several industries. Ms. Joanne Wong's experience in turnaround and regulatory matters across several industries
 makes her an asset to the Board.

 Lim Sheng Hon Danny

 2023

 Mr. Lim Sheng Hon Danny has served as director of the Company since 2023.

 Mr. Danny Lim has served as Senior Vice President, Business Development
and as Executive Director of Alset International Limited, a diversified holding company listed on the Catalist of the Singapore Exchange
Securities Trading Limited, since 2020. Mr. Danny Lim has served as an Executive Director of Alset Inc., a Nasdaq listed company, since
October 2022. Mr. Danny Lim has served as Chief Operating Officer of HWH International Inc., a Nasdaq listed company, since February 2024
and also serves as its Chief Strategy Officer. Mr. Lim Sheng Hon Danny has served as director of Value Exchange International Inc., an
OTCQB listed company, since December 2023.

 Mr. Danny Lim has over 8 years of experience in business development, merger
& acquisitions, corporate restructuring and strategic planning and execution. Mr. Danny Lim manages the Group's business development
efforts, focusing on corporate strategic planning, merger and acquisition and capital markets activities. He oversees and ensures the
executional efficiency of the Group and facilitates internal and external stakeholders on the implementation of the Group's strategies.
Mr. Danny Lim liaises with corporate partners or investment prospects for potential working/ investment collaborations, operational subsidiaries
locally and overseas to augment close parent-subsidiary working relationship.

 Mr. Danny Lim graduated from Singapore Nanyang Technological University
with a Bachelor's Degree with Honors in Business, specializing in Banking and Finance.

 Ambrose Chan Heng Fai

 2017

 Mr. Ambrose Chan Heng Fai has served as director of the Company since January
2017 and as Executive Chairman of the Board since March 2019. He has also served as director of the Company's wholly-owned subsidiaries,
DSS International Inc. since July 2017, as the Chief Executive Officer of DSS Digital Transformation Limited and DSS Cyber Security Pte.
Ltd. since July 2019.

 Mr. Chan is an expert in banking and finance, with 45 years of experience
in these industries. He has also restructured numerous companies in various industries and countries during the past 40 years.

 Mr. Chan has served as Chairman of the Board and Chief Executive Officer
of Alset Inc., a Nasdaq listed company, since March 2018. Mr. Chan has served as Chief Executive Officer of Alset International Limited,
a diversified holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited, since April 2014, and has served
as director of that company since May of 2013. Mr. Chan has served as Chairman of the Board of HWH International Inc., a Nasdaq listed
company, since October 2021. Mr. Chan has served as director of Hapi Metaverse Inc., a public company reporting to U.S. Securities and
Exchange Commission since October 2014, as Chairman of the Board since December 2017 and served as the Acting Chief Executive Officer
of Hapi Metaverse Inc. from August 2018 until September 2020, having previously served as Chief Executive Officer from December 2014 until
June 2017. Mr. Chan has served as director of LiquidValue Development Inc., a public company reporting to U.S. Securities and Exchange
Commission, since January 2017 and has served as its Chairman of the Board since December 2017. Mr. Chan has served as director of Sharing
Services Global Corporation, an OTC Pink listed company, since April 2020 and has served as its Chairman of the Board since July 2021.
Mr. Chan has served as director of Value Exchange International, Inc., an OTCQB listed company, since December 2021.

 Mr. Chan served as a non-executive director of Holista CollTech Ltd., an
ASX listed company, from July 2013 to June 2021. Mr. Chan served as a director of OptimumBank Holdings, Inc. from June 2018 to April 2022.
Mr. Chan's previous experiences include serving as Managing Chairman of Heng Fai Enterprises Limited (now known as Zensun Enterprises
Limited), an investment holding company listed on the HKSE, from 1992 to 2015. Mr. Chan was formerly the Managing Director of SingHaiyi
Group Ltd. (now known as SingHaiyi Group Pte. Ltd.), a property development company in Singapore which was listed on the Singapore Exchange
Mainboard, from March 2003 to September 2013, and the Executive Chairman of China Gas Holdings Limited, a Hong Kong listed investor and
operator of city gas pipeline infrastructure in China from 1997 to 2002. Mr. Chan served on the Board of RSI International Systems, Inc.
(now known as ARCpoint, Inc.), a Toronto Stock Exchange-listed company, the developer of RoomKeyPMS, a web-based property management system,
from June 2014 to February 2019. Mr. Chan has also served as a director of Global Medical REIT Inc., a healthcare facility real estate
company, from December 2013 to July 2015. He was a director of American Housing REIT Inc. from October of 2013 to July of 2015. He served
as a director of Skywest Ltd., a public Australian airline company from 2005 to 2006. Mr. Chan was a director of Global Med Technologies,
Inc., a medical company engaged in the design, development, marketing and support information for management software products for healthcare-related
facilities, from May 1998 until December 2005.

 Mr. Chan's international business contacts and experience qualify
him to serve on our Board of Directors.

 Board
of Directors and Committees

 The
Company has determined that each of Mr. Wai Leung William Wu, Mr. Shui Yeung Frankie Wong, Ms. Hiu Pan Joanne Wong and Mr. Jos
Escudero qualify as independent directors (as defined under Section 803 of the NYSE American LLC Company Guide).

 In
fiscal 2024, each of the Company's independent directors attended or participated in approximately 95% 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. All directors attended last year's annual general meeting. During the fiscal year ended December 31,
2024, the Board held three meetings and acted by written consent on seven occasions.

 Effective
August 31, 2023, the Board of the Company elected Mr. Lim Sheng Hon Danny as a, non-executive director of the Board.

 Mr.
John Thatch resigned from the Board on September 1, 2023. Mr. Thatch did not resign from the Board as a result of any disagreement related
to the Company's operations, policies or practices.

 Mr.
Sassuan Samson Lee resigned from the Board on February 8, 2024. Mr. Lee did not resign from the Board as a result of any disagreement
related to the Company's operations, policies or practices.

 Mr. Frank D. Heuszel resigned from the Board on August 23, 2024. Mr. Heuszel
did not resign from the Board as a result of any disagreement related to the Company's operations, policies or practices.

 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 six meetings in 2023 and did not acted by written consent. 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. As of December 31, 2024 and December 31, 2023,
the Audit Committee is comprised of Mr. Wu, who serves as Chairman of the Audit Committee, Mr. Wong, and Mr. Escudero. Each of Messrs.
Wu and Escudero is qualified as a "financial expert" as defined in Item 407 under Regulation S-K of the Securities Act of
1933, as amended (the "Securities Act"). Mr. Wong is financially sophisticated. Each of Mr. Wu, Mr. Escudero and Mr. Wong
is an independent director (as defined under Section 803 of the NYSE American 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.dssworld.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 reviewing and making recommendations to the
Board regarding employee benefit policies and programs, incentive compensation plans and equity-based plans. The Compensation and Management
Resources Committee met twice in 2024. 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 consists of Mr. Escudero, Mr. Wu and Mr. Wong, with Mr. Escudero as the Chairman.
Each of the members of the Compensation and Management Resources Committee is an independent director (as defined under Section 803 of
the NYSE American Company Guide). 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
has 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. At December 31,
2023, the Nominating and Corporate Governance Committee consisted of Mr. Wu, Mr. Wong and Mr. Escudero, each of whom is an independent
director (as defined under Section 803 of the NYSE American LLC Company Guide Mr. Wong was appointed to the Nominating and Corporate
Governance Committee as Chair of the Committee.

 The
Nominating and Corporate Governance Committee did not met during 2024 and did not act by written consent in 2024. 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 stockholders 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. Currently, the Nominating and Corporate Governance
Committee does not have an explicit policy regarding diversity, however, when considering candidates nominees shall not be discriminated
against based on race, religion, national origin, sex, disability or any other basis proscribed by applicable law.

 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, and all other corporate governance
documents, are available on the Corporate Governance section of our web site at www.dsssecure.com.

 Information
about our Executive Officers

 On April 17, 2019, Frank D. Heuszel became the Chief Executive Officer
of the Company. Mr. Heuszel resigned his position as CEO on August 23, 2024. Mr. Heuszel's resignation as the Chief Executive Officer
does not reflect any disagreement with the Company on any matter relating to the Company's operations, policies, or practices On
August 16, 2021, Todd D. Macko was appointed Chief Financial Officer of the Company. On July 15, 2019, Jason Grady was appointed Chief
Operating Officer of the Company. Effective August 23, 2024, the Board of Directors of DSS, Inc. elected Mr. Grady as the Company's
new Interim Chief Executive Officer. The biographies for Messrs. Macko and Grady are contained herein in the information disclosures relating
to the Company's directors above.

 Involvement
in Certain Legal Proceedings

 None
of our directors or executive officers has been involved in any legal proceedings in the past 10 years that would require disclosure
under Item 401(f) of Regulation S-K.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company. Officers, directors and holders of more than ten percent of
the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

 To
the Company's knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations
that no other reports were required, during the fiscal year ended December 31, 2024 all Section 16(a) filing requirements applicable
to the Company's officers, directors and holders of more than ten percent of the Company's common stock were satisfied.

 ITEM
11 - EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table sets forth the compensation earned by each of the persons serving as the Company's Chief Executive Officer, Chief
Financial Officer, Chief Operating Officer, referred to herein collectively as the "Named Executive Officers", or NEOs, for
services rendered to us for the years ended December 31, 2024 and 2023:

 Name and principal position

 Year

 Salary

 Bonus

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation

 Nonqualified Deferred Compensation Earnings

 All Other Compensation (1)(2)

 Total

 Frank D. Heuszel, Chief Executive Officer (former)

 2023

 $
 260,000

 268,000

 -

 -

 -

 -

 147,196

 $
 675,196

 2024

 $
 193,012

 -

 -

 -

 -

 82,130

 $
 275,142

 Jason Grady, Interim Chief Executive Officer, Chief Operating Officer

 2023

 $
 247,344

 78,319

 -

 -

 -

 -

 16,735

 $
 342,398

 2024

 $
 259,149

 93,182

 -

 -

 -

 -

 18,854

 $
 371,185

 Todd D. Macko, Chief Financial Officer

 2023

 $
 235,609

 55,400

 -

 -

 -

 -

 17,154

 $
 308,163

 2024

 $
 246,165

 69,440

 -

 -

 -

 -

 19,602

 $
 335,207

 (1)

 As part of a consulting agreement Mr. Heuszel had with APB prior to becoming
the CEO of the Company, he is compensated $120,000 annual for various responsibilities. This agreement was terminated in June 2024.

 (2)

 Includes health insurance premiums, retirement matching funds and automobile
expenses paid by the Company.

 Employment
and Severance Agreements- DSS, Inc.

 On
December 12, 2023, Frank D. Heuszel, the Chief Executive Officer ("CEO") of DSS, Inc. (the "Company") and the
Company executed a letter agreement ("Heuszel Interim Agreement") pursuant to which Mr. Heuszel agreed to act as CEO of the
Company on a month-to-month basis beginning January 1, 2024 until a new employment agreement is executed (the "Heuszel Interim
Period"). Mr. Heuszel's current employment agreement pursuant to which he serves as CEO expired on December 31, 2023. Mr. Heuszel resigned as the CEO of DSS in August 2025.

 On
December 15, 2023, Jason Grady, the Chief Operating Officer ("COO") of the Company and the Company executed a letter
agreement (the "Grady Interim Agreement") pursuant to which Mr. Grady agreed to act as COO of the Company on a
month-to-month basis beginning January 1, 2024 until a new employment agreement is executed (the "Grady Interim
Period"). Mr. Grady's current employment agreement pursuant to which he serves as COO expired on December 31, 2023. In
accordance with the Grady Interim Agreement, Mr. Grady will continue to act as COO until either a new employment agreement is
successfully negotiated and executed or if the Grady Interim Agreement is terminated by either party by giving one month's
written notice to the other party. In October of 2024, Mr. Grady was named Interim CEO of DSS and serves in that roll on a
month-to-month until a new employment agreement is executed. Mr. Grady's base salary is $277,000 per annum, which will be
payable to him monthly in arrears. There will be no bonus accrued or payable during the Grady Interim Period.

 Also
on December 15, 2023, Todd Macko, the Chief Financial Officer ("CFO") of the Company and the Company executed a letter agreement
(the "Macko Interim Agreement") pursuant to which Mr. Macko agreed to act as CFO of the Company on a month-to-month basis
beginning January 1, 2024 until a new employment agreement is executed (the "Macko Interim Period"). Mr. Macko's current
employment agreement pursuant to which he serves as CFO expired on December 31, 2023. In accordance with the Macko Interim Agreement,
Mr. Macko will continue to act as CFO until either a new employment agreement is successfully negotiated and executed or if the Macko
Interim Agreement is terminated by either party by giving one month's written notice to the other party. Pursuant to the Macko
Interim Agreement, Mr. Macko's base salary is $264,000 per annum, which will be payable to him in accordance with the payroll policies
of the Company.

 Outstanding
Equity Awards at Fiscal Year-End

 As
of December 31, 2024, there were no outstanding equity awards to our Named Executive Officers.

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 2024:

 Name

 Fees Earned or Paid in Cash

 Stock Awards (1)

 All Other Compensation (2)

 Total

 Current Directors

 Heng Fai Ambrose Chan

 $
 -

 $
 -

 $
 -

 $
 -

 Jose Escudero

 $

 $
 -

 $
 -

 $

 William Wu

 $

 $
 -

 $
 -

 $

 Tung Moe Chan

 $
 -

 $
 -

 $
 382,500

 $
 382,500

 Joanne Wong

 $
 22,500

 $
 -

 $
 -

 $
 22,500

 Wong Shui Yueng

 $

 $
 -

 $
 -

 $

 Lim Sheng Hon, Danny

 $
 -

 $
 -

 $
 50,000

 $
 50,000

 (2) Mr. Chan has consulting agreements with DSS which
pays him $120,000 annual and AMRE which paid him $262,500 during 2024 (this agreement was terminated in 2024). Mr. Lim has a consulting
agreement with DSS which pays him $50,000 annually.

 Each
independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation of
$18,000 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 nominating and compensation committee meeting he attends and $750 for each audit and executive 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 2020 Equity Incentive Plan.
Non-independent members of the Board of Directors do not receive compensation in their capacity as directors, except for reimbursement
of travel expenses.

 ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth beneficial ownership of Common Stock as of February 26, 2025 by each person known by the Company to beneficially
own more than 5% of the Common Stock, each director and each of the executive officers named in the Summary Compensation Table (see "Executive
Compensation" above), and by all of the Company's directors and executive officers as a group. Each person has sole voting
and dispositive power over the shares listed opposite his name except as indicated in the footnotes to the table and each person's
address is c/o DSS, Inc., 275 Wiregrass Parkway, West Henrietta, New York 14586.

 For
purposes of this table, beneficial ownership is determined in accordance with the Securities and Exchange Commission rules, and includes
investment power with respect to shares owned and shares issuable pursuant to warrants for February 26, 2025.

 The
percentages of shares beneficially owned are based on 9,092,518 shares of our Common Stock issued and outstanding as of March 24,
2025, and is calculated by dividing the number of shares that person beneficially owns by the sum of (a) the total number of shares outstanding
on March 24, 2025, plus (b) the number of shares such person has the right to acquire within 60 days of March 24, 2025.

 Percentage of

 Number of Shares

 Outstanding Share

 Name

 Beneficially Owned

 Beneficially Owned

 Heng Fai Ambrose Chan (1)

 5,148,664

 56.6
 %

 Jos Escudero

 *

 Frank D. Heuszel

 65,639

 *

 Wai Leung William Wu

 -

 *

 Jason Grady

 *

 *

 Lim Sheng Hon Danny

 -

 *

 Tung Moe Chan

 -

 *

 Frankie Wong

 -

 *

 Joanne Wong

 -

 *

 All officers and directors as a group (8 persons)

 5,214,563

 57.4
 %

 5% Shareholders

 Alset International limited

 1,068,309

 11.7
 %

 Alset, Inc.

 2,581,268

 28.4
 %

 * Less than 1%.

 (1)

 The beneficial ownership of Heng Fai Chan includes 5,148,664 shares of
common stock, consisting of (a) 1,002,978 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan;
(b) 184,475 shares of common stock held by Heng Fai Chan directly; (C) 311,634 shares of common stock held by Global Biomedical Pte. Ltd.;
and (d) 1,068,309 shares of common stock held by Alset International Limited (e) 2,581,268 shares of common stock held by Alset Inc.

Compensation Plans Information

 The
following table sets forth information about our equity compensation plans as of December 31, 2024.

 Restricted stock to be issued upon vesting

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance (under equity compensation Plans (excluding securities reflected in column (a & b))

 Plan Category

 (a)

 (b)

 (c)

 (d)

 Equity compensation plans approved by security holders

 2013 Employee, Director and Consultant Equity Incentive Plan - options

 -

 -

 $
 -

 -

 2013 Employee, Director and Consultant Equity Incentive Plan - warrants

 -

 -

 $
 -

 -

 2020 Employee, Director and Consultant Equity Incentive Plan

 -

 -

 -

 814,184

 Total

 -

 -

 $
 -

 814,184

 ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 Except
as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member
thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2020, in which the
amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for
the last two completed fiscal years.

 The Company owns 127,179,291 shares
or approximately 4% of the outstanding shares of Alset International Limited ("Alset Intl"), a company incorporated in Singapore
and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable security and is classified as long-term
assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period of at least one
year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl. Mr.
Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The fair value of the marketable
security as of December 31, 2024, and December 31, 2023, was approximately $2,518,000 and $3,269,000 respectively. During the year ended
December 31, 2024 and December 31, 2023, the Company recorded unrealized loss on this investment of approximately $750,000 and unrealized
loss of $50,000, respectively.

 On August 29, 2022, DSS Financial
Management Inc and BMI Capital, Inc. ("BMIC"), a related party, entered into a promissory note ("Note 8") in the
principal sum of $100,000 with interest of 8%, is due in three quarterly installments beginning on September 14, 2022. All unpaid principal
and interest is due on August 29, 2025. The outstanding principal and interest at December 31, 2024 approximated $86,000, and was fully
reserved for as of December 31, 2024. At December 31, 2023, the balance approximated $100,000 of which $76,000 is included in the Current
portion of notes receivable and $24,000 is included in the long-term portion of notes receivable. DSS owns 24.9% of the outstanding common
shares of BMIC.

 On May 8, 2023, DSS Financial
Management Inc and BMIC entered into a promissory note ("Note 9") in the principal sum of $102,000 with interest at the prime
rate plus 2% (10.5% at September 30, 2024 and December 31, 2023) with a maturity date of May 7, 2026. The outstanding principal and interest
at December 31, 2024 approximated $110,000, and was fully reserved for as of December 31, 2024. At December 31, 2023 approximates $107,000
with approximately $53,000 of principal and accrued interest classified as Current portion notes receivable, and the remaining balance
of approximately $54,000 is recorded as notes receivable, on the accompanying consolidated balance sheet. DSS owns 24.9% of the outstanding
common shares of BMIC.

 On July 26, 2022, APF and VEII,
Inc. ("VEII") entered into a promissory note ("Note 10") in the principal sum of $1,000,000 with interest of 8%
with all unpaid principal and interest due on July 26, 2024. This note was amended so that all unpaid principal and interest is due July
26, 2025. The outstanding principal and interest on September 30, 2024 approximates $959,000, and is included in notes receivable on the
accompanying consolidate balance sheet. Approximately $480,000 of Note 10 was reserved for as of March 31, 2024. No additional reserve
was deemed necessary as of December 31, 2024. The outstanding principal and interest on December 31, 2023, approximates $939,000, net
of $20,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance sheet. Heng Fai
Ambrose Chan, the Chairman of DSS, Inc is also the on the board of directors of VEII.

 On October 13, 2021, LVAM entered
into loan agreement with BMIC ("BMIC Loan"), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with
interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC Loan matures on October 12, 2022, and contains
an auto renewal period of three months. As of December 31, 2024 and December 31, 2023, $463,000 and $547,000, respectively, are included
in Current portion of long-term debt, net on the consolidated balance sheet.

 On October 13, 2021, LVAM entered into a loan agreement with Lee Wilson
Tsz Kin ("Wilson Loan"), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with interest to be charged
at a variable rate to be calculated at the maturity date. The Wilson Loan matures on October 12, 2022, and contains an auto renewal period
of nine months. This loan was funded during March 2022. As of December 31, 2024 $145,000 is included in the Current portion of long-term
debt, net on the consolidated balance sheet. As of December 31, 2023 $2,131,000 is included in the Current portion of long-term debt,
net on the consolidated balance sheet.

 On December
10, 2024, DSS entered into a securities purchase agreement with Alset Inc., a related party, pursuant to which the Company agreed to sell
and issue in a private placement an aggregate of 820,597 shares of the Company's common stock for approximately $803,000.

 On December
10, 2024, DSS entered into a securities purchase agreement with Heng Fai Ambrose Chan, the Chaiman of the Board of Directors and a related
party, pursuant to which the Company agreed to sell and issue in a private placement an aggregate of 205,149 shares of the Company's
common stock for approximately $197,000.

 On February 6, 2025, as a bonus
for compensation awarded to Heng Fai Holdings Limited ("HFHL"), a Hong Kong Company, which is beneficially owned by Mr. Heng
Fai Ambrose Chan, Director of DSS, Inc., and pursuant to DSS, Inc's. 2020 Employee, Director and Consultant Equity Incentive Plan
(the "Plan"), HFHL was awarded 1,000,000 shares of the Company's common stock under the Plan, for services rendered.
The issuance was approved by the board of directors on January 31, 2025.

 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 where appropriate. 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.

 ITEM
14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

 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/A, 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 independent public accounting
firm, Grassi & Co. CPAs, P.C., Jericho, NY, for audit and review services for the fiscal year ended December 31, 2024 were
approximately $365,000. The aggregate fees billed for professional services rendered by Grassi & Co for audit and review
services for the fiscal year ended December 31, 2023 was approximately $365,000.

 All
Other Fees

 There
were fees billed for professional services rendered by our principal accountant, Grassi & Co. CPAs, P.C., associated with the Company's
S-1, 10-Q and 10-K filings for Impact BioMedical approximating $33,000 for the years ended December 31, 2024 and 2023.

 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 independent auditors. Our Audit Committee approved, in advance, all
work performed for year ended December 31, 2024 by our principal accountant, Grassi & Co. CPAs, P.C. 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 Grassi & Co. CPAs, P.C.

 PART
IV

 ITEM
15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (b)
Exhibits

 Exhibit

 Description

 3.1

 Certificate of Incorporation of Document Security Systems, Inc., as amended (incorporated by reference to exhibit 3.1 to Form 8-K dated August 25, 2016).

 3.2

 Fourth Amended and Restated By-laws of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated June 22, 2018).

 3.3

 Certificate of Amendment of Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated August 27, 2020).

 3.4

 Certificate of Correction to the Certificate of Amendment of Certificate of Incorporation of Document Security Systems, Inc. (incorporated by reference to exhibit 3.1 to Form 8-K dated November 6, 2020).

 3.5

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 to Form 8-K filed January 8, 2024).

 4.1

 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934*

 10.1

 Document Security Systems, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (incorporated by reference to Annex H to Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 originally filed with the SEC on November 26, 2012).

 10.2

 Investment Agreement dated as of February 13, 2014 by and among DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and the Investors named therein (incorporated by reference to exhibit 10.1 to Form 8-K dated February 18, 2014).

 10.3

 Form of Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated September 17, 2015).

 10.4

 Form of Common Stock Purchase Warrant for September 2015 Financing (incorporated by reference to exhibit 10.2 to Form 8-K dated September 17, 2015).

 10.5

 Form of amended Securities Purchase Agreement for September 2015 Financing (incorporated by reference to exhibit 10.1 to Form 8-K dated October 2, 2015).

 10.6

 Form of amended Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated November 30, 2015).

 10.7

 Proceeds Investment Agreement between Document Security Systems, Inc. and Brickell Key Investments LP dated November 14, 2016 (incorporated by reference to exhibit 10.30 to Form 10-K dated March 28, 2017).

 10.8

 Common Stock Purchase Warrant between Document Security Systems, Inc. and Brickell Key Investments LP dated November 14, 2016 (incorporated by reference to exhibit 10.31 to Form 10-K dated March 28, 2017).

 10.9

 First Amendment to Investment Agreement and Certain Other Documents between DSS Technology Management, Inc., Document Security Systems, Inc., Fortress Credit Co LLC and Investors dated December 2, 2016 (incorporated by reference to exhibit 10.32 to Form 10-K dated March 28, 2017).

 10.10

 Form of Common Stock Purchase Warrant (incorporated by reference to exhibit 4.1 to Form 8-K dated September 6, 2017).

 10.11

 Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 8-K dated September 6, 2017).

 10.12

 Securities Exchange Agreement, dated September 12, 2017, between Document Security Systems, Inc. and Hengfai Business Development Pte. Ltd. (incorporated by reference to exhibit 10.1 to Form 8-K dated September 15, 2017).

 10.13

 2021 Employment Agreement entered by and between the Company and Frank Heuszel on November 13, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 19, 2020).

 10.14

 2020 Amendment entered by and between the Company and Frank Heuszel on November 13, 2020

 10.15

 Executive Employment Agreement with Mr. Jason Grady (incorporated by reference to exhibit 10.2 to Form 10-Q dated November 13, 2019).

 10.16

 Executive Employment Agreement with Mr. Heng Fai Ambrose Chan (incorporated by reference to exhibit 10.3 to Form 10-Q dated November 13, 2019).

 10.17

 2020 Amendment entered by and among the Company, DSS Cyber Security Pte. Ltd. and Heng Fai Chan on November 19, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated November 25, 2020).

 10.18

 2020 Employee, Director and Consultant Equity Incentive Plan *

 10.19

 Term Sheet dated March 3, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated March 6, 2020).

 10.20

 Promissory Note dated March 3, 2020 (incorporated by reference to exhibit 10.2 to Form 8-K dated March 6, 2020).

 10.21

 Form of Warrant (incorporated by reference to exhibit 10.3 to Form 8-K dated March 6, 2020).

 10.22

 Stockholder Agreement (incorporated by reference to exhibit 10.4 to Form 8-K dated March 6, 2020).

 10.24

 Share Exchange Agreement dated as of April 27, 2020 (incorporated by reference to exhibit 10.1 to Form 8-K dated May 1, 2020.

 10.25

 Underwriting Agreement, dated June 16, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated June 19, 2020).

 10.26

 Underwriting Agreement, dated July 1, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 1, 2020).

 10.27

 Underwriting Agreement, dated July 28, 2020, by and between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to exhibit 1.1 to Form 8-K dated July 31, 2020).

 10.28

 Securities Purchase Agreement, by and among, Sharing Services Global Corporation, and Decentralized Sharing Systems, Inc., dated April 5, 2021 (incorporated by reference to exhibit 1.1 to Form 8-K, filed with the Commission on April 9, 2021

 10.29

 Convertible Promissory Note, dated April 5, 2021 (incorporated by reference to exhibit 10.2 to Form 8-K filed with Commission on April 9, 2021)

 10.30

 Stock Purchase Agreement between Proof Authentication Corporation and Document Security Systems, Inc. dated May 7, 2021 Relating to the Purchase and Sale of 100% of the Shares of DSS Digital Inc. (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on May 11, 2021)

 10.31

 Underwriting Agreement between Document Security Systems, Inc. and Aegis Capital Corp. (incorporated by reference to Form 8-K filed with the Commission on June 17, 2021)

 10.32

 Subscription Agreement by and among DSS, Inc. and Alset EHome International, Inc., dated September 3, 2021 (incorporated by reference to Exhibit 1.1 to Form 8-K filed with the Commission on September 10, 2021)

 10.33

 Stock Purchase And Share
 Subscription Agreement between Decentralized Sharing Systems, Inc., and DSS, Inc. relating to the purchase of Sharing Services Global
 Corporation shares (incorporated by reference to exhibits 10.1 and 10.2 of the Form 8-K filed with the Commission on December 29,
 2021)

 10.34

 Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

 10.35

 Stock Purchase Agreement dated as of January 18, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

 10.36

 Stock Purchase Agreement dated as of January 25, 2022, by and between DSS, Inc. and Alset EHome International, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on January 19, 2022)

 10.37

 Assignment and Assumption Agreement dated as of February 25, 2022, by and between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on February 25, 2022)

 10.38

 Convertible Promissory Note Agreement, as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on February 25, 2022)

 10.39

 Amendment to Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on March 1, 2022)

 10.40

 True Partner Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on March 1, 2022)

 10.41

 True Partner Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on March 1, 2022)

 10.42

 DSS Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 (incorporated by reference to Exhibit 10.4 to Form 8-K filed with the Commission on March 1, 2022)

 10.43

 Certificate of Amendment of Certificate of Incorporation of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Commission on June 3, 2022)

 10.44

 Amendment No. 1 to Fifth Amended and Restated By-laws of DSS, Inc., dated June 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on June 3, 2022)

 10.45

 Assignment and Assumption Agreement, by and between Alset International Limited and DSS, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the Commission on July 14, 2022)

 10.46

 Convertible Promissory Note as between the Alset International Limited and American Medical REIT Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the Commission on July 14, 2022)

 10.47

 Amendment No.1 to Assignment and Assumption Agreement as between DSS, Inc. and Alset International Limited (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the Commission on July 14, 2022)

 10.48

 Letter Agreement dated April 17, 2023, by and between Sharing Services Global Corporation and Decentralized Sharing Systems, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 18, 2023.)

 10.49

 Letter agreement between Frank D. Heuszel and DSS, Inc. executed December 12, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2023.)

 10.50

 Letter agreement between Jason Grady and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2023.)

 10.51

 Letter agreement between Todd Mack and DSS, Inc. executed December 15, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2023.)

 10.52

 Amendment to Promissory Note effective January 18, 2024 between DSS, Inc. and Impact BioMedical, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 22, 2024).

 10.53

 Clawback Policy

 21.1

 Subsidiaries of Document Security Systems, Inc.*

 31.1

 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*

 31.2

 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 101.INS

 101.SCH

 Schema Document*

 101.CAL

 Calculation Linkbase Document*

 101.DEF

 Definition Linkbase Document*

 101.LAB

 Label Linkbase Document*

 101.PRE

 Presentation Linkbase Document*

 Cover Page Interactive

 *
Filed herewith

 ITEM
16 – Form 10K/A SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 DSS,
INC.

 By:

 /s/
 Jason Grady

 Jason Grady

 Interim Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 By:

 /s/

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 By:

 /s/ Jason
 Grady

 Jason
 Grady

 Interim
 Chief Executive Officer

 By:

 /s/ Heng
 Fai Ambrose Chan

 Heng
 Fai Ambrose Chan

 Chairman
 of the Board and CEO of DSS International, Inc.

 By:

 /s/ Hiu Pan
 Joanne Wong

 Hiu
 Pan Joanne Wong

 By:

 /s/ Jos
 Escudero

 Jos
 Escudero

 By:

 /s/ Shui
 Yeung Frankie Wong

 Shui
 Yeung Frankie Wong

 By:

 /s/ Tung
 Moe Chan

 Tung Moe Chan

 By:

 /s/ Lim Sheng
 Hon Danny

 Lim Sheng Hon Danny

 By:

 /s/ Wai Leung
 William Wu

 William
 Wu