UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

Amendment #1

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

March 13, 2026

Date of Report (Date of earliest event reported)

 

TSS, INC.

(Exact name of registrant as specified in its charter)

  

Delaware

 

001-33627

 

20-2027651

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1800 Aviation Drive, Suite 100, Georgetown Texas 78628

(Address of principal executive offices and zip code)

 

(512) 310-1000

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or Former Address, if changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Ticker Symbol

 

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

 

TSSI

 

Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

Explanatory Note

 

The purpose of this amendment is to change the Fourth Quarter Net Income and the percentage increase included in the press release filed as an exhibit to the Form 8-K filed on March 11, 2026. In that press release, the Fourth Quarter Net Income amount was incorrectly disclosed as $15.1 million and the percentage increase was incorrectly disclosed as 153%. The actual Fourth Quarter Net Income amount is $12.2 million and the actual percentage increase is 536%.  Nothing else has been revised in this amended Form 8-K/A.

 

 

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Item 9.01. Financial Statements and Exhibits.

 

99.1

 

Press Release, dated March 11, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TSS, INC.

 

 

 

 

 

 

By: 

/s/ Daniel M. Chism

 

 

 

Daniel M. Chism

 

 

 

Chief Financial Officer

 

 

Date: March 13, 2026

 

 

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