Chan Heng Fai Ambrose 4
4 · DSS, INC. · Filed Jul 9, 2026
Research Summary
AI-generated summary of this filing
DSS (DSS) 10% Owner Chan Heng Fai Ambrose Acquires 16.55M Warrants
What Happened
- Chan Heng Fai Ambrose, a 10% owner of DSS, Inc. (DSS), acquired derivative securities on June 3, 2026. The filing shows warrants to purchase 16,554,055 shares of common stock at an exercise price of $0.93 per share (representing $15,395,271 at exercise price). The filing also references a convertible promissory note (issued March 26, 2026) that became convertible on June 3, 2026 at $0.74 per share (the filing lists that conversion line as N/A shares at $0.74).
- These transactions are reported as "other acquisition or disposition" (transaction code J) and involve derivative instruments (warrants and convertible notes), not open-market stock purchases.
Key Details
- Transaction date(s) and prices: June 3, 2026 — warrants for 16,554,055 shares at $0.93; convertible promissory note convertible at $0.74 (conversion line reported as N/A shares).
- Reported value: warrants equal $15,395,271 at the $0.93 exercise price.
- Shares owned after transaction: the filing lists 6,148,664 common shares beneficially owned directly or through controlled entities (sum of disclosed shareholdings). In addition, Mr. Chan controls derivative interests: warrants to purchase 16,554,055 shares and convertible promissory notes (footnotes show $2,450,000 held by Alset International and $500,000 held by Alset Inc., convertible into additional shares).
- Beneficial ownership notes: the securities were issued/held by entities Mr. Chan controls (Alset International Limited, Alset Inc., Heng Fai Holdings, Global Biomedical Pte. Ltd.); footnotes F1–F4 detail these holdings and conversion/exchange rights.
- Filing timeliness: the Form 4 was filed July 9, 2026 for a June 3, 2026 transaction — this is later than the typical two-business-day Form 4 deadline (the filing appears late).
Context
- Warrants give the holder the right to buy shares at $0.93 through March 26, 2031; conversion of the promissory notes would issue shares at $0.74 per share or may be exchanged into other convertible instruments under the note terms. These are derivative acquisitions (not open-market buys), so they create potential future share issuance rather than an immediate market purchase.
- As a 10% owner, Mr. Chan's transactions reflect actions by a large shareholder and related entities rather than routine insider trades by a company executive. Late filings can delay public visibility into insider ownership changes.
Insider Transaction Report
Form 4
DSS, INC.DSS
Chan Heng Fai Ambrose
Director10% Owner
Transactions
- Other
Convertible Promissory Note
[F1][F3][F4]2026-06-03$0.74/sh(indirect: See footnote)From: 2026-06-03Exp: 2031-03-26→ Common Stock - Other
Common Stock Purchase Warrant
[F2][F3][F4]2026-06-03$0.93/sh+16,554,055$15,395,271→ 16,554,055 total(indirect: See footnote)From: 2026-06-03Exp: 2031-03-26→ Common Stock (16,554,055 underlying)
Footnotes (4)
- [F1]On March 26, 2026 the Issuer issued a convertible promissory note (the "Convertible Promissory Note") to Alset International Limited in the amount of $2,450,000, which became convertible on June 3, 2026. Under the terms of the Convertible Promissory Note, Alset International Limited may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of either (i) $0.74 per share, or (ii) if while the Convertible Promissory Note is outstanding, the Issuer sells or issues any other convertible instruments on terms that differ from the Convertible Promissory Note, the Holder may elect to exchange the Convertible Promissory Note for such convertible instrument based on the Convertible Promissory Note's principal balance plus any accrued but unpaid interest.
- [F2]On March 26, 2026 the Issuer issued common stock purchase warrants (the "Warrants") to Alset International Limited to purchase up to 16,554,055 shares of the Issuer's common stock at an exercise price of $0.93 per share. The Warrants expire on March 26, 2031.
- [F3]The beneficial ownership of Mr. Chan as of the date hereof may be deemed to include the following shares held personally (a) 1,002,978 shares of the Issuer's common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 1,184,475 shares of the Issuer's common stock held by Mr. Chan directly.
- [F4]Mr. Chan may also be deemed to beneficially own (a) 2,581,268 shares of the Issuer's common stock held by Alset Inc., an entity controlled by Mr. Chan; (b) a convertible promissory note in the amount of $500,000 held by Alset Inc. and convertible into shares of the Issuer's common stock; (c) 1,068,309 shares of the Issuer's common stock, a convertible promissory note in the amount of $2,450,000, and common stock purchase warrants to purchase up to 16,554,055 shares held by Alset International Limited, an entity controlled by Mr. Chan and a subsidiary of Alset Inc.; and (d) 311,634 shares of the Issuer's common stock held by Global Biomedical Pte. Ltd., an entity controlled by Mr. Chan and a subsidiary of Alset International Limited (which is a subsidiary of Alset Inc.).