Alset lends $1M to DSS via convertible note, warrants

Alset Inc. entered into a material definitive agreement with DSS, Inc. in which Alset loaned DSS $1,000,000 through a demand convertible promissory note bearing simple interest of 3% per year.

Rhea-AI Filing Summary

Alset Inc. entered into a material definitive agreement with DSS, Inc. in which Alset loaned DSS $1,000,000 through a demand convertible promissory note bearing simple interest of 3% per year. Alset may convert principal and interest into DSS common stock at $0.45 per share any time before the note’s five-year maturity.

As part of the transaction, Alset will receive warrants to purchase up to 17,777,776 DSS common shares at an exercise price of $0.50 per share, expiring three years from issuance. Conversions under the note and exercises of the warrants require DSS stockholder approval. The companies are under common control through Alset’s Chairman and CEO, and multiple overlapping directors, so Alset’s board and audit committee approved the deal, with the two overlapping Alset directors recusing themselves.

Insights

Corporate finance & governance analyst

Alset extends a related-party $1M convertible loan to DSS with equity upside and governance safeguards.

Alset is providing DSS with a $1,000,000 loan via a demand convertible note at a relatively low 3% simple interest rate. Economic upside for Alset comes mainly from the option to convert into DSS stock at $0.45 per share and through 17,777,776 warrants exercisable at $0.50.

The arrangement is a clear related-party transaction: the companies share a Chairman and several directors. Governance is addressed by formal board and audit committee approval at Alset, with key overlapping directors recusing themselves. Actual impact on Alset will depend on DSS’s performance and whether stockholders approve conversion and warrant exercise rights.

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, or exhibit attachments filed with this report.

Key Figures

Loan amount: $1,000,000 Note interest rate: 3% per annum Conversion price: $0.45 per share +4 more

7 metrics

Loan amount $1,000,000 Principal of convertible promissory note to DSS

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

Conversion price $0.45 per share Price to convert note principal and interest into DSS stock

Warrant shares 17,777,776 shares Maximum DSS common shares purchasable under warrants

Warrant exercise price $0.50 per share Exercise price of DSS common stock purchase warrants

Note maturity 5 years Conversion option available before five-year note maturity

Warrant term 3 years Warrants expire on their third anniversary

Key Terms

material definitive agreement, securities purchase agreement, convertible promissory note, warrants, +2 more

6 terms

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

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

"warrants to purchase 17,777,776 shares of DSS common stock (the “Warrants”)."

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 regulatory

"The Company and DSS are related parties under the common control of the Company’s Chairman and Chief Executive Officer"

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 regulatory

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Alset Inc. loaned DSS, Inc. $1,000,000 via a convertible promissory note and received warrants to buy DSS common stock. The deal gives Alset both interest income and potential equity upside if it converts the note or exercises the warrants.

What are the key terms of Alset’s $1,000,000 convertible note to DSS?

The note is payable on demand, bears simple interest at 3% per year, and can be converted by Alset into DSS common stock at $0.45 per share. It has a five-year maturity from its date, giving Alset a long conversion window.

What warrant rights did Alset Inc. receive from DSS, Inc.?

Alset will receive warrants to purchase up to 17,777,776 DSS common shares at an exercise price of $0.50 per share. These warrants expire three years after issuance, providing additional potential equity participation in DSS for a defined period.

Is the Alset–DSS financing considered a related-party transaction?

Yes. Alset and DSS are under common control through Alset’s Chairman and CEO, who is also DSS’s Chairman, and several overlapping directors. This makes it a related-party transaction, which was reviewed and approved by Alset’s board and audit committee.

Does DSS stockholder approval affect Alset’s ability to convert the note or exercise warrants?

Yes. The transaction requires DSS stockholder approval before Alset can convert outstanding principal and interest under the note or exercise the warrants. Without that approval, the equity features may not be usable, limiting Alset primarily to loan and interest rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2026 - 05:15 PM EDT Learn about SEC filing dates

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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): June 23, 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 June 23, 2026, Alset Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with DSS, Inc., a New York company (“DSS”) pursuant to which the Company has loaned DSS $1,000,000, in exchange for a convertible promissory note (the “Note”) and warrants to purchase 17,777,776 shares of DSS common stock (the “Warrants”). The Note, SPA, and Warrants are collectively referred to herein as the “Transaction Documents.”

The Note is payable upon demand. The Note will bear a simple interest rate of 3% per annum. Under the terms of the Note, the Company may convert any outstanding principal and interest into shares of DSS common stock at $0.45 per share upon notice prior to maturity of the Note five (5) years from the date of thereof.

The Warrants to be issued to the Company are to purchase up to 17,777,776 shares of DSS common stock at an exercise price of $0.50 per share. The Warrants expire on their third anniversary.

The Transaction Documents will require the approval of DSS’ stockholders, prior to the conversion of the Note or exercise of the Warrants.

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 Inc. and DSS, Inc., dated as of June 23, 2026
10.2		Form of Convertible Promissory Note, between Alset Inc. 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: June 25, 2026	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 216.9 KB
• EX-10.2 EX-10.2 59.4 KB
• EX-10.3 EX-10.3 100.0 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