Alset Inc. 8-K

What Happened

• On June 23, 2026, Alset Inc. announced it entered a Securities Purchase Agreement with DSS, Inc., loaning DSS $1,000,000 in exchange for a convertible promissory note and warrants.
• The Note is payable on demand, bears 3% simple interest per year, and may be converted into DSS common stock at $0.45 per share prior to its five-year maturity. The Warrants allow Alset to buy up to 17,777,776 shares of DSS at $0.50 per share and expire three years after issuance.
• The Transaction Documents require approval by DSS stockholders before conversion of the Note or exercise of the Warrants. The deal was approved by Alset’s Board and Audit Committee; Alset’s CEO/Chairman Chan Heng Fai and director Chan Tung Moe recused themselves from related votes. Several directors serve on both companies’ boards, making this a related‑party transaction.

Key Details

• Loan amount: $1,000,000 (Securities Purchase Agreement dated June 23, 2026).
• Note terms: demand-payable, 3% simple annual interest, convertible at $0.45/share, five-year maturity.
• Warrants: up to 17,777,776 shares, $0.50 exercise price, three‑year term.
• Related-party governance: common control and overlapping directors; Board/Audit Committee approval with recusal by involved executives.

Why It Matters

• This is a material related‑party financing: Alset provided cash to a company under common control rather than receiving cash or assets, which can affect Alset’s liquidity and related-party exposure.
• If converted or exercised (subject to DSS shareholder approval), the securities could materially increase Alset’s equity stake in DSS or dilute existing DSS shareholders; conversion/exercise prices are fixed at $0.45 and $0.50 respectively.
• Investors should note the governance steps taken (board and audit committee approval, recusal) and monitor disclosures for any future DSS shareholder vote, conversion/exercise events, or impacts on Alset’s financial statements.