Alset Inc. (NASDAQ: AEI) extends $2.45M 3% convertible loan and warrants to DSS

Rhea-AI Filing Summary

Alset Inc., through its majority-owned subsidiary Alset International Limited, entered into a material financing agreement with related-party company DSS, Inc. on March 26, 2026. AIL agreed to loan DSS $2,450,000 in exchange for a 3% convertible promissory note and warrants.

The note is convertible into DSS common stock at $0.74 per share any time before its five-year maturity, and AIL will receive warrants to purchase up to 16,554,055 DSS shares at an exercise price of $0.93 per share, expiring five years after issuance. The transaction is contingent on DSS stockholder approval and was approved by Alset’s Board and Audit Committee, with overlapping directors recusing where noted.

Insights

Corporate finance & governance analyst

Alset extends a related-party, equity-linked loan to DSS on 3% terms.

Alset’s subsidiary is providing a $2,450,000 loan to DSS via a 3% convertible note plus warrants for 16,554,055 DSS shares. This structure combines modest interest income with potential equity upside through conversion at $0.74 and warrant exercise at $0.93.

The relationship is complex: Alset already holds a significant DSS equity interest, and both companies share board members and senior executives. The filing emphasizes that the Board and Audit Committee approved the deal and that certain overlapping directors recused themselves, which is important for governance.

Because conversion and warrant exercise depend on future DSS share performance and DSS stockholder approval of the transaction, the economic outcome for Alset will hinge on DSS’s long-term execution and any future disclosures around this financing.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Loan amount: $2,450,000 Note interest rate: 3% per annum Conversion price: $0.74 per share +4 more

7 metrics

Loan amount $2,450,000 Principal of loan from Alset International Limited to DSS under SPA

Note interest rate 3% per annum Simple interest rate on DSS convertible promissory note

Conversion price $0.74 per share Price to convert note principal and interest into DSS common stock

Warrant shares 16,554,055 shares Maximum DSS common shares purchasable under warrants issued to AIL

Warrant exercise price $0.93 per share Exercise price of DSS warrants issued to AIL

Note maturity 5 years Maturity of the DSS convertible promissory note from date of issuance

Warrant term 5 years Warrants to DSS common stock expire on their fifth anniversary

Key Terms

Securities Purchase Agreement, convertible promissory note, warrants, related parties, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a securities purchase agreement (the “SPA”) with DSS, Inc."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

convertible promissory note financial

"in exchange for a convertible promissory note (the “Note”) and warrants"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

warrants financial

"and warrants to purchase 16,554,055 shares of DSS common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

related parties financial

"The Company and DSS are related parties under the common control"

Related parties are people or organizations that have close ties to a company—such as owners, executives, family members, or other companies under common control—that can do business with it in ways a stranger would not. Investors care because deals between related parties can favor insiders, hide true costs or benefits, or mask risks; like a family agreeing on a price for a used car, these transactions may not reflect what an independent buyer would pay and can affect a company’s honesty about its finances.

Audit Committee financial

"The Transaction Documents were approved by the Company’s Board of Directors and Audit Committee."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 26, 2026

ALSET INC.

(Exact name of registrant as specified in its charter)

Texas		001-39732		83-1079861
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4800 Montgomery Lane
Suite 210
Bethesda, Maryland 20814		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 971-3940

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 Instruction 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(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		AEI		The Nasdaq Stock Market LLC

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement with DSS Inc.

On March 26, 2026, Alset International Limited (“AIL”), a majority-owned subsidiary of Alset Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with DSS, Inc., a New York company (“DSS”) pursuant to which AIL will loan DSS $2,450,000, in exchange for a convertible promissory note (the “Note”) and warrants to purchase 16,554,055 shares of DSS common stock (the “Warrants”). The Note, SPA, and Warrants are collectively referred to herein as the “Transaction Documents.”

The closing of the transactions contemplated by the Transaction Documents is contingent upon certain closing conditions, including the approval of DSS’ stockholders.

The Note will bear a simple interest rate of 3% per annum. Under the terms of the Note, AIL may convert any outstanding principal and interest into shares of DSS common stock at $0.74 per share upon notice prior to maturity of the Note five (5) years from the date of thereof.

The Warrants to be issued to AIL are to purchase up to 16,554,055 shares of DSS common stock at an exercise price of $0.93 per share. The Warrants expire on their fifth anniversary.

The Company holds a significant equity interest in DSS directly and through its subsidiaries. The Company and DSS are related parties under the common control of the Company’s Chairman and Chief Executive Officer, Chan Heng Fai, who is also the Chairman of DSS. Chan Tung Moe, a director and Co-Chief Executive Officer of the Company, is also a director of DSS. Lim Sheng Hon Danny, a director and officer of the Company, is also a director of DSS. Three of the Company’s independent directors, Joanne Wong Hiu Pan, Wong Shui Yeung, and William Wu are also directors of DSS. The Transaction Documents were approved by the Company’s Board of Directors and Audit Committee. Chan Heng Fai and Chan Tung Moe, members of the Company’s Board of Directors, recused themselves from all deliberation and voting regarding the Transaction Documents.

The foregoing is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the Transaction Documents, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, between Alset International Limited and DSS, Inc., dated as of March 26, 2026
10.2		Form of Convertible Promissory Note, between Alset International Limited and DSS, Inc.
10.3		Form of Common Stock Purchase Warrant of DSS, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	ALSET INC.
Dated: March 30, 2026	By:	/s/ Lui Wai Leung Alan
	Name:	Lui Wai Leung Alan
	Title:	Co-Chief Financial Officer

FAQ

What agreement did Alset Inc. (AEI) enter into with DSS, Inc.?

Alset’s majority-owned subsidiary signed a securities purchase agreement with DSS, Inc. Under it, Alset International Limited will loan DSS $2,450,000 in return for a 3% convertible note and warrants to buy 16,554,055 DSS common shares, creating both interest income and potential equity upside.

What are the key terms of the DSS convertible note held by Alset International Limited?

The convertible promissory note carries a simple interest rate of 3% per annum and matures five years from issuance. Alset International Limited may convert any outstanding principal and interest into DSS common stock at $0.74 per share by giving notice before maturity, adding equity-linked potential to the loan.

What DSS stock warrants will Alset receive under this transaction?

Alset International Limited will receive warrants to purchase up to 16,554,055 DSS common shares. These warrants have an exercise price of $0.93 per share and expire five years after issuance, offering additional long-term exposure to DSS’s share performance if exercised in the future.

Is the Alset–DSS financing transaction already effective?

No, closing is contingent on certain conditions, including approval by DSS stockholders. The securities purchase agreement, convertible note, and warrant form are signed, but the actual closing of the financing will only occur after these specified conditions, particularly stockholder approval, have been satisfied.

How are Alset Inc. (AEI) and DSS, Inc. related parties in this deal?

Alset holds a significant equity interest in DSS directly and through subsidiaries, and the companies share directors and executives. Chan Heng Fai serves as Chairman and CEO of Alset and Chairman of DSS, and several other Alset directors also sit on DSS’s board, making the transaction a related-party arrangement.

How did Alset Inc. address governance for this related-party transaction?

Alset states that its Board of Directors and Audit Committee approved the transaction documents. Chan Heng Fai and Chan Tung Moe, who serve on Alset’s board and hold positions at DSS, recused themselves from all deliberation and voting on the transaction, providing procedural safeguards around conflicts of interest.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 211.9 KB
• EX-10.2 EX-10.2 59.3 KB
• EX-10.3 EX-10.3 100.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB