Chan Heng Fai Ambrose 4

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.