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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 |
