DCSX / Direct Communication Solutions, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Direct Communication Solutions, Inc. 11021 Via Frontera, Suite C San Diego, CA 92127 (858) 798-7100 October 13, 2023

Direct Communication Solutions, Inc. 11021 Via Frontera, Suite C San Diego, CA 92127 (858) 798-7100 October 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Scott Anderegg Donald Field Re: Direct Communication Solutions, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-268637 Ladies and Gentleme

As filed with the Securities and Exchange Commission on January 6, 2023

As filed with the Securities and Exchange Commission on January 6, 2023 Registration No.

Form of Convertible Debenture Due September 9, 2024

Exhibit 4.3 U.S. PURCHASERS The Convertible Debentures and the Shares issuable upon exercise of the Convertible Debentures (collectively, the ?Securities?) have not been and will not be registered under the United States Securities Act of 1933, as amended (the ?U.S. Securities Act?), or applicable state securities laws, and the Securities are being offered and sold by the Corporation in reliance u

Form of Convertible Debenture Due April 13, 2024

Exhibit 4.2 U.S. PURCHASERS The Convertible Debentures and the Shares issuable upon exercise of the Convertible Debentures (collectively, the ?Securities?) have not been and will not be registered under the United States Securities Act of 1933, as amended (the ?U.S. Securities Act?), or applicable state securities laws, and the Securities are being offered and sold by the Corporation in reliance u

List of Subsidiaries of the Registrant

EX-21.1 10 ea170111ex21-1directcom.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Direct Communication Solutions (Canada) Inc. British Columbia

Form of Underwriting Agreement

EX-1.1 2 ea170111ex1-1directcom.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between Direct Communication Solutions, Inc. and ThinkEquity LLC as Representative of the Several Underwriters Direct Communication Solutions, Inc. UNDERWRITING AGREEMENT New York, New York [], 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 1

Form of Representative’s Warrant Agreement

Exhibit 4.1 EXHIBIT A Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU

Form of Amended and Restated Certificate of Incorporation, to be effective immediately prior to closing of this offering

Exhibit 3.3 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT COMMUNICATION SOLUTIONS, INC. Direct Communication Solutions, Inc., (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: First: The name of the Corporation is Direct Communication Solutions, Inc. Second: Th

As filed with the Securities and Exchange Commission on December 14, 2022

As filed with the Securities and Exchange Commission on December 14, 2022 Registration No.

Form of Warrant Agreement for Convertible Debenture Financing

Exhibit 4.4 ?UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER SEPTEMBER 9, 2022.? ?THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers

Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of the day of 202, by and between Direct Communication Solutions, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are

Employment Agreement, dated September 30, 2019, between Direct Communication Solutions Inc. and Mike Lawless

EX-10.5 8 ea168877ex10-5directcom.htm EMPLOYMENT AGREEMENT, DATED SEPTEMBER 30, 2019, BETWEEN DIRECT COMMUNICATION SOLUTIONS INC. AND MIKE LAWLESS Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement“) is entered into as of September 30, 2019, and to be effective upon the listing of the Company’s shares on the Canadian Securities Exchange (the “Effective Date”) by and between Di

Employment Agreement, dated September 30, 2019, between Direct Communication Solutions Inc. and Dave Scowby

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is entered into as of September 30, 2019, and to be effective upon the listing of the Company?s shares on the Canadian Securities Exchange (the ?Effective Date?) by and between Direct Communication Solutions, Inc., a Delaware corporation (the ?Company?) and David Scowby (?Executive?). WHEREAS, Executive currently serves as C

Direct Communication Solutions, Inc. Amended and Restated 2017 Stock Plan, and form of stock option agreement thereunder

EX-10.1 4 ea168877ex10-1directcom.htm DIRECT COMMUNICATION SOLUTIONS, INC. AMENDED AND RESTATED 2017 STOCK PLAN, AND FORM OF STOCK OPTION AGREEMENT THEREUNDER Exhibit 10.1 DIRECT COMMUNICATION SOLUTIONS, INC. AMENDED AND RESTATED 2017 STOCK PLAN 1. Establishment, Purpose and Term Of Plan. 1.1 Establishment. This Direct Communication Solutions, Inc. Amended and Restated 2017 Stock Plan (the “Plan”)

Employment Agreement, dated September 30, 2019, between Direct Communication Solutions Inc. and Eric Placzek

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 30, 2019, and to be effective upon the listing of the Company’s shares on the Canadian Securities Exchange (the “Effective Date”) by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”) and Eric Placzek (“Executive”). WHEREAS, Executive currently serves as C

As filed with the Securities and Exchange Commission on December 1, 2022

As filed with the Securities and Exchange Commission on December 1, 2022 Registration No.

Amended and Restated Bylaws, as currently in effect

EX-3.2 3 ea168877ex3-2directcom.htm AMENDED AND RESTATED BYLAWS, AS CURRENTLY IN EFFECT Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DIRECT COMMUNICATION SOLUTIONS, INC. a Delaware Corporation TABLE OF CONTENTS Page ARTICLE 1 OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE 2 STOCKHOLDERS’ MEETINGS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 2 Section 2

Amended and Restated Certificate of Incorporation, as currently in effect

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT COMMUNICATION SOLUTIONS, INC. Direct Communication Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. That the name of the Corporation is Direct Communication Solutions, Inc. The Corporation?s original Certificate of Incorporation w

Employment Agreement, dated September 30, 2019, between Direct Communication Solutions Inc. and Chris Bursey

EX-10.2 5 ea168877ex10-2directcom.htm EMPLOYMENT AGREEMENT, DATED SEPTEMBER 30, 2019, BETWEEN DIRECT COMMUNICATION SOLUTIONS INC. AND CHRIS BURSEY Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 30, 2019, and to be effective upon the listing of the Company’s shares on the Canadian Securities Exchange (the “Effective Date”) by and between Di

Filing Fee Table

EX-FILING FEES 10 ea168877ex-feedirectcom.htm FILING FEE TABLE Exhibit 107.1 Calculation of Filing Fee Table Form S-1 (Form Type) Direct Communication Solutions, Inc. (Exact Name of Registrant As Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering

As confidentially submitted to the Securities and Exchange Commission on October 20, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confident

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on October 20, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 R

As confidentially submitted to the Securities and Exchange Commission on September 9, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confiden

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on September 9, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMEN

- OPINION OF TOLLEFSEN BUSINESS LAW P.C.

Exhibit 12.1 [Letterhead of Tollefsen Business Law P.C.] December 4, 2020 Board of Directors Direct Communication Solutions, Inc. 17150 Via Del Campo Ste. 200 San Diego, CA 92127 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to Direct Communication Solutions, Inc., a Delaware corporation (the “Company”), in connection with its filing of an Offering Statement on

- OFFERING STATEMENT

Post-Qualification Offering Circular Amendment No. 2 File No.: 024-11319 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering State

- OFFERING STATEMENT

Explanatory Note Direct Communication Solutions, Inc. has prepared this Form 1-A POS solely for the purpose of filing Exhibit 4.1 and Exhibit 4.2. PART III—EXHIBITS Exhibit No. Description 2.1 (2) Amended and Restated Certificate of Incorporation 2.2 (1) Amended and Restated Bylaws 4.1 # Form of Common Stock Subscription Agreement 4.2 # Form of Warrant Subscription Agreement 6.1 (1) Software Licen

Form of Common Stock Subscription Agreement

Exhibit 4.1 FOR PURCHASERS NOT IN THE UNITED STATES DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR COMMON SHARES HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY? The following items in this Subscription Agreement must be completed as directed. (Please initial or mark “N/A” in each box, as applicable) All Purchasers All Purchaser information in the boxes on pages 2 and 3. S

Form of Warrant Subscription Agreement

Exhibit 4.2 FOR PURCHASERS NOT IN THE UNITED STATES DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR WARRANTS HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY? The following items in this Subscription Agreement must be completed as directed. (Please initial or mark “N/A” in each box, as applicable) All Purchasers All Purchaser information in the boxes on pages 2 and 3. Sign t

Opinion of Tollefsen Business Law P.C.

Exhibit 12.1 [Letterhead of Tollefsen Business Law P.C.] October 5, 2020 Board of Directors Direct Communication Solutions, Inc. 17150 Via Del Campo Ste. 200 San Diego, CA 92127 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to Direct Communication Solutions, Inc., a Delaware corporation (the “Company”), in connection with its filing of an Offering Statement on F

- AMENDMENT NO. 2 TO PRELIMINARY OFFERING CIRCULAR

Explanatory Note Direct Communication Solutions, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 12.1 and Exhibit 13.2. PART III—EXHIBITS Exhibit No. Description 2.1 (2) Amended and Restated Certificate of Incorporation 2.2 (1) Amended and Restated Bylaws 4.1 (3) Form of Common Stock Subscription Agreement 4.2 (3) Form of Warrant Subscription Agreement 6.1 (1) Software L

Form of Warrant Subscription Agreement

Exhibit 4.2 FOR PURCHASERS NOT IN THE UNITED STATES DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR WARRANTS HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY? The following items in this Subscription Agreement must be completed as directed. (Please initial or mark “N/A” in each box, as applicable) All Purchasers All Purchaser information in the boxes on pages 2 and 3. Sign t

- AMENDMENT NO. 1 TO PRELIMINARY OFFERING CIRCULAR

PART II AND III 2 ea127781-1aa1directcomm.htm AMENDMENT NO. 1 TO PRELIMINARY OFFERING CIRCULAR An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted bef

Press Release dated September 29, 2020

Exhibit 13.1 Direct Communication Solutions announces 1,000,000 share offering and 1,000,000 share purchase warrant offering SAN DIEGO, CA – September 29, 2020 – Direct Communication Solutions, Inc. (CSE: DCSI) a leading provider of information technology solutions for the Internet of Things (IoT) market, announces that it has arranged capital funding through two offerings. The first offering will

Consent of Davidson & Company LLP

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our report dated May 8, 2020, relating to the consolidated financial statements of Direct Communication Solutions, Inc. appearing in Amendment No. 1 to the Offering Circular, which is part of this Offering Statement. /s/ DAVIDSON & COMPANY LLP Chartered Professional

Form of Common Stock Subscription Agreement

Exhibit 4.1 FOR PURCHASERS NOT IN THE UNITED STATES DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR COMMON SHARES HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY? The following items in this Subscription Agreement must be completed as directed. (Please initial or mark “N/A” in each box, as applicable) All Purchasers All Purchaser information in the boxes on pages 2 and 3. S

Opinion of Tollefsen Business Law P.C.

Exhibit 12.1 [Letterhead of Tollefsen Business Law P.C.] September 14, 2020 Board of Directors Direct Communication Solutions, Inc. 17150 Via Del Campo Ste. 200 San Diego, CA 92127 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to Direct Communication Solutions, Inc., a Delaware corporation (the “Company”), in connection with its filing of an Offering Statement o

Purchase and Security Agreement with TAB Bank dated as of January 22, 2020

Exhibit 6.2 ENHANCED SECURED PURCHASE AND SECURITY AGREEMENT This Enhanced Secured Purchase and Security Agreement (“Agreement”) is dated for reference as of January 22, 2020, between Transportation Alliance Bank Inc. dba TAB Bank (the “Purchaser”) and Direct Communication Solutions, Inc. (the “Seller”). 1. Definitions. As used in this Agreement, the following terms have the following respective m

Amended and Restated Certificate of Incorporation

Exhibit 2.1 AMENDED AND RESTATED Certificate of Incorporation of DIRECT COMMUNICATION SOLUTIONS, Inc. Direct Communication Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. That the name of the Corporation is Direct Communication Solutions, Inc. The Corporation’s original Certificate of Incorporation w

- OFFERING CIRCULAR

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.