Alset invests $500K in DSS note and 8M warrants

Alset Inc. invests $500,000 in a related-party DSS convertible note and warrants, with any conversion or warrant exercise contingent on DSS stockholder approval.

Rhea-AI Filing Summary

Alset Inc. (AEI) entered into a securities purchase agreement with DSS, Inc. on September 15, 2026, under which Alset invested $500,000 to acquire a convertible promissory note and warrants for DSS common stock. The note bears 3% simple interest per year, is payable on demand, and may be converted into DSS common stock at $0.50 per share at any time prior to its five-year maturity. Alset also received warrants to purchase up to 8,000,000 shares of DSS common stock at an exercise price of $0.55 per share, expiring five years after issuance. Conversion of the note and exercise of the warrants are subject to DSS stockholder approval. Alset and DSS are related parties under the common control of Chan Heng Fai, and the transaction was approved by Alset’s Board and Audit Committee, with conflicted directors recusing themselves.

Filing Explained

The filing adds a $500,000 investment in DSS, where Alset already holds approximately 39.4%; note conversion and warrant exercise remain subject to DSS stockholder approval, so those rights are not presently available without that approval.

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

Investment amount: $500,000 Note interest rate: 3% per annum Conversion price: $0.50 per share +5 more

8 metrics

Investment amount $500,000 Purchase price paid by Alset for the DSS note and warrants

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

Conversion price $0.50 per share Price at which Alset may convert the DSS note into DSS common stock

Warrant shares 8,000,000 shares Maximum number of DSS common shares purchasable under the warrants

Warrant exercise price $0.55 per share Exercise price for DSS common stock under the warrants

Note maturity 5 years Period from issuance during which the note may be converted before maturity

Warrant term 5 years Warrants expire on their fifth anniversary

Existing DSS equity interest 39.4% Alset’s approximate equity interest in DSS held directly and through subsidiaries

Key Terms

convertible promissory note, warrants, simple interest, related parties, +1 more

5 terms

convertible promissory note financial

"purchased from DSS, for a purchase price of $500,000, a convertible promissory note"

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 8,000,000 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.

simple interest financial

"The Note will bear a simple interest rate of 3% per annum"

Simple interest is a way of calculating interest where payments are based only on the original amount lent or invested, not on interest that accumulates over time. Think of it like getting a fixed tip each period on the initial bill rather than earning interest on the tip itself; it keeps returns predictable and makes it easy for investors and borrowers to compare total interest cost or income over a set term.

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 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. entered into a securities purchase agreement with DSS, Inc. to purchase a $500,000 convertible promissory note and warrants for 8,000,000 DSS common shares, creating an additional investment exposure to DSS common stock.

What are the key terms of the DSS convertible note held by AEI?

The DSS note held by Alset bears 3% simple interest per year, is payable on demand, and can be converted into DSS common stock at $0.50 per share at any time before its five-year maturity date.

What are the terms of the DSS warrants acquired by Alset Inc. (AEI)?

Alset received warrants to purchase up to 8,000,000 shares of DSS common stock at an exercise price of $0.55 per share. These warrants expire five years after issuance and may only be exercised after DSS stockholder approval.

Is the Alset-DSS transaction a related-party transaction?

Yes. Alset holds about 39.4% of DSS equity, and both companies are under the common control of Chan Heng Fai, who is Chairman and CEO of Alset and Chairman of DSS, making this a related-party transaction.

What approvals are required before AEI can convert the note or exercise the DSS warrants?

The transaction documents require DSS stockholder approval before Alset can convert the note into DSS shares or exercise the warrants to purchase DSS common stock.

How did Alset Inc. (AEI) handle board conflicts in approving the DSS transaction?

Alset’s Board of Directors and Audit Committee approved the transaction. Chan Heng Fai and Chan Tung Moe, who hold roles in both companies, recused themselves from all deliberations and voting on the transaction.

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

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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): September 15, 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 September 15, 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 purchased from DSS, for a purchase price of $500,000, a convertible promissory note (the “Note”) and warrants to purchase 8,000,000 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 $0.50 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 8,000,000 shares of DSS common stock at an exercise price of $0.55 per share. The Warrants expire on their fifth 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 an approximately 39.4% equity interest in DSS directly and through its subsidiaries. In addition, Chan Heng Fai personally holds a significant ownership interest in DSS common stock. 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 September 15, 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: September 21, 2026	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 175.9 KB
• EX-10.2 EX-10.2 59.9 KB
• EX-10.3 EX-10.3 96.0 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