DSS, INC. 8-K

What Happened
DSS, Inc. announced on June 23, 2026 that it entered into a Securities Purchase Agreement with Alset, Inc. under which Alset will provide a $1,000,000 loan in exchange for a convertible promissory note and warrants to buy 17,777,776 shares of DSS common stock. The note carries simple interest at 3% per annum, is convertible at $0.45 per share, and matures five years from issuance. The warrants have a $0.50 exercise price and expire three years after issuance. Closing is subject to customary conditions, including approval by DSS stockholders.

Key Details

• Loan amount: $1,000,000 (convertible promissory note).
• Note terms: 3% simple annual interest; conversion price $0.45 per share; 5‑year maturity.
• Warrant terms: 17,777,776 warrants; $0.50 exercise price; 3‑year term.
• Related‑party: Alset and DSS are under common control of Chan Heng Fai (Chairman of DSS and Chairman/CEO of Alset); several directors overlap; transaction was approved by DSS’s Board with interested directors recused.
• Closing condition: Transaction subject to stockholder approval and other closing conditions.

Why It Matters
This financing would provide DSS with $1.0M in near‑term capital, but also creates potential share dilution if the note is converted and the warrants are exercised. If the full $1,000,000 note were converted at $0.45, it would represent roughly 2.22 million shares, plus up to 17.78 million shares issuable under the warrants (about 20.0 million potential shares in total), subject to actual conversions/exercises and closing approvals. Investors should note the related‑party nature of the deal and that the agreement has not closed pending required approvals.