TSS, INC. (OTCMKTS:TSSI) Files An 8-K Regulation FD Disclosure
Item 7.01.
| Regulation FD Disclosure. |
On February 8, 2017, the OTC MarketsGroup Inc. (OTC Markets)
informed TSS, Inc. (the Company) that it had become aware of
recentpromotional activity concerning the Company and its common
stock, in particular promotional newsletter emails, that has had
an effect on trading activity in the Companys stock.
Until the disclosure from OTC Markets, the Company was unaware of
the existence of the promotional newsletters and their effect on
the trading activity. The Company has since received from OTC
Markets samples of two promotional newsletters, which were sent
from ProTrader on February 8, 2017, but the Company is otherwise
unaware of the existence of additional promotional newsletters,
if any, any related promotional activity, the parties responsible
for the production of the newsletters and the extent of any of
the email newsletters dissemination.
On February 10, 2017, the Company issued a press release
announcing that it had been made aware of this recent trading and
promotional activity and affirming that the Company and its
officers, directors and controlling shareholders (i.e.,
shareholders owning 10% or more of the Companys securities) have
not, directly or indirectly, authorized or been involved in any
way with the creation or distribution of promotional materials. A
copy of the press release is being furnished herewith as Exhibit
99.1.
The information in this Report, including Exhibit 99.1 attached
hereto, is furnished to Item 7.01 of this Current Report on Form
8-K. Such information shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it
be deemed incorporated by reference into any filing under the
Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
Statements contained in the press release contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. In this context, forward-looking
statements may address matters such as the Companys expected
future business and financial performance, and often contain
words such as guidance, prospects, expects, anticipates, intends,
plans, believes, seeks, should, or will. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain. Particular uncertainties that could adversely
or positively affect the Companys future results include: the
Companys independent registered public accounting firms reports
on the Companys 2014 and 2015 financial statements contain an
explanatory paragraph that expresses substantial doubt about the
Companys ability to continue as a going concern; the Companys
inability access the capital markets to raise additional capital
necessary to fund its operations; the Company may not have
sufficient resources to fund its business and may need to issue
debt or equity to obtain additional funding; the Companys
reliance on a significant portion of its revenues from a limited
number of customers; risks relating to operating in a highly
competitive industry; risks relating to the failure to maintain
effective internal control over financial reporting; risks
relating to rapid technological, structural, and competitive
changes affecting the industries the Company serves; risks
involved in properly managing complex projects; risks relating to
the possible cancellation of customer contracts on short notice;
risks relating to the Companys ability to continue to implement
its strategy, including having sufficient financial resources to
carry out that strategy; risks relating to the Companys ability
to meet all of the terms and conditions of its debt obligations;
uncertainty related to current economic conditions and the
related impact on demand for the Companys services; and other
risks and uncertainties disclosed in the Companys filings with
the Securities and Exchange Commission, including the Annual
Report on Form 10-K for the fiscal year ended December 31, 2015.
These uncertainties may cause the Companys actual future results
to be materially different than those expressed in the Companys
forward-looking statements. The Company does not undertake to
update its forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
99.1Press Release, dated February 10, 2017.
S I G N A T U R E S
About TSS, INC. (OTCMKTS:TSSI)
TSS, Inc. is a holding company. The Company provides various services for the planning, design, development and maintenance of mission-critical facilities and information infrastructure, as well as integration services. The Company operates through two segments: facilities and systems integration. Its facilities segment is involved in the design, project management and maintenance of data center and mission-critical business operations. Its systems integration unit integrates information technology (IT) equipment for original equipment manufacturer (OEM) vendors and customers to be used inside data center environments, including modular data centers. The Company’s services include technology consulting, design and engineering, project management, systems integration, system installations and facilities management. Its subsidiaries include VTC, LLC doing business as Total Site Solutions and Innovative Power Systems, Inc. TSS, INC. (OTCMKTS:TSSI) Recent Trading Information
TSS, INC. (OTCMKTS:TSSI) closed its last trading session down -0.129 at 0.100 with 1,279,920 shares trading hands.