Why is the DSS (DSS) transaction with Alset considered a related-party deal?

DSS and Alset Inc. are under common control of Chan Heng Fai, and several Alset executives and directors also serve on DSS’s board. This overlapping control and board membership makes the financing a related-party transaction under governance and disclosure rules.

DSS secures $2.45M convertible loan, issues warrants

Q: What financing did DSS (DSS) agree to with Alset International Limited?

DSS agreed to receive a $2,450,000 loan from Alset International Limited via a five-year convertible promissory note. The deal also includes warrants to purchase 16,554,055 DSS common shares, creating both new funding and potential future equity issuance.

Q: What are the key terms of DSS (DSS)’s convertible promissory note?

The note bears 3% simple annual interest and matures five years from issuance. Alset International Limited may convert outstanding principal and accrued interest into DSS common stock at a $0.74 per share conversion price any time before maturity, instead of receiving cash repayment.

Q: How many DSS (DSS) shares are covered by the new warrants and at what price?

Alset International Limited receives warrants to buy up to 16,554,055 DSS common shares. These warrants have an exercise price of $0.93 per share and expire on their fifth anniversary, potentially expanding the company’s share count if exercised in the future.

Q: What approvals are required for DSS (DSS)’s financing with Alset International?

Closing of the transaction is subject to stockholder approval and was approved by DSS’s board and, where applicable, its audit committee. Any directors with an interest in the deal recused themselves from deliberations and voting to address related-party concerns.

Q: What securities did DSS (DSS) agree to issue in connection with this financing?

In connection with the loan, DSS agreed to issue a convertible promissory note and warrants for 16,554,055 common shares to Alset International Limited. These instruments together provide debt funding, conversion rights into equity, and additional purchase rights.

DSS, Inc. entered into a material securities purchase agreement with Alset International Limited under which Alset International will loan DSS $2,450,000 via a convertible promissory note and receive warrants.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

DSS, Inc. entered into a material securities purchase agreement with Alset International Limited under which Alset International will loan DSS $2,450,000 via a convertible promissory note and receive warrants.

The note bears simple interest at 3% per year and may be converted into common stock at $0.74 per share any time before its five-year maturity. The accompanying warrants allow Alset International to buy up to 16,554,055 DSS common shares at an exercise price of $0.93 per share, expiring five years from issuance.

The transaction is a related-party deal because both companies are under the common control of Chan Heng Fai and share several directors, and it is subject to stockholder approval and board and audit committee oversight.

Insights

DSS adds related-party convertible debt with sizable warrant coverage, introducing leverage and potential dilution.

DSS is set to receive a $2,450,000 loan from Alset International Limited through a five-year convertible note at a relatively low 3% interest rate. The lender can convert principal and interest into common stock at $0.74 per share, linking repayment to equity value.

The transaction also includes warrants for 16,554,055 shares at a $0.93 exercise price, creating additional potential dilution if exercised. Because DSS and Alset Inc. are under common control and share directors, governance safeguards such as audit committee review and director recusals are emphasized, while the deal’s completion remains subject to stockholder 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

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

7 metrics

Loan amount $2,450,000 Principal of convertible promissory note from Alset International

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

Conversion price $0.74 per share Price at which note principal and interest may convert to common stock

Warrant shares 16,554,055 shares Maximum DSS common shares purchasable under the warrants

Warrant exercise price $0.93 per share Exercise price of warrants issued to Alset International

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

Warrant term 5 years Warrants expire on their fifth anniversary

Key Terms

securities purchase agreement, convertible promissory note, warrants, related parties under common control, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “SPA”) with Alset International Limited"

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 warrant"

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

"warrant to purchase 16,554,055 shares of the Company’s 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.

Audit Committee financial

"approved by the Company’s Board of Directors and, where applicable, its 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 financing did DSS (DSS) agree to with Alset International Limited?

DSS agreed to receive a $2,450,000 loan from Alset International Limited via a five-year convertible promissory note. The deal also includes warrants to purchase 16,554,055 DSS common shares, creating both new funding and potential future equity issuance.

What are the key terms of DSS (DSS)’s convertible promissory note?

The note bears 3% simple annual interest and matures five years from issuance. Alset International Limited may convert outstanding principal and accrued interest into DSS common stock at a $0.74 per share conversion price any time before maturity, instead of receiving cash repayment.

How many DSS (DSS) shares are covered by the new warrants and at what price?

Alset International Limited receives warrants to buy up to 16,554,055 DSS common shares. These warrants have an exercise price of $0.93 per share and expire on their fifth anniversary, potentially expanding the company’s share count if exercised in the future.

What approvals are required for DSS (DSS)’s financing with Alset International?

Closing of the transaction is subject to stockholder approval and was approved by DSS’s board and, where applicable, its audit committee. Any directors with an interest in the deal recused themselves from deliberations and voting to address related-party concerns.

What securities did DSS (DSS) agree to issue in connection with this financing?

In connection with the loan, DSS agreed to issue a convertible promissory note and warrants for 16,554,055 common shares to Alset International Limited. These instruments together provide debt funding, conversion rights into equity, and additional purchase rights.

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

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Accepted by SEC EDGAR 03/31/2026 - 05:00 PM

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

DSS, INC.

(Exact name of registrant as specified in its charter)

New York

001-32146

16-1229730

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

275 Wiregrass Pkwy,

West Henrietta, NY

14586

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (585) 325-3610

N/A

(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:

☐	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, $0.02 par value per share		DSS		The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Alset International Limited

On March 26, 2026, DSS, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Alset International Limited (“Alset International Limited”), a majority-owned subsidiary of Alset Inc., pursuant to which Alset International Limited will loan the Company $2,450,000, in exchange for a convertible promissory note (the “Note”) and warrant to purchase 16,554,055 shares of the Company’s 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 subject to certain closing conditions, including approval of the Company’s stockholders.

The Note will bear a simple interest at a rate of 3% per annum. Pursuant to the terms of the Note, Alset International Limited may convert any outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.74 per share at any time prior to the maturity date, which is five (5) years from the date of issuance.

The Warrants entitle Alset International Limited to purchase up to 16,554,055 shares of the Company’s common stock at an exercise price of $0.93. The Warrants expire on their fifth anniversary.

Related Party Transaction

The Company and Alset Inc. are related parties under common control of Chan Heng Fai, who serves as Chairman of the Company and is also Chairman and Chief Executive Officer of Alset Inc. Chan Tung Moe, a director and Co-Chief Executive Officer of Alset Inc., is also a director of the Company. Lim Sheng Hon Danny, a director and officer of Alset Inc., is also a director of the Company. Certain independent directors of Alset Inc. also serve as directors of the Company.

The Transaction Documents were approved by the Company’s Board of Directors and, where applicable, its Audit Committee. Any interested directors recused themselves from deliberations and voting regarding the Transaction Documents.

The foregoing summary does not purport to be complete and 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 herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Number		Description
10.1		Form of Common Stock Purchase Warrant issued to Alset International Limited, dated as of March 26, 2026
10.2		Securities Purchase Agreement, between DSS, Inc. and Alset International Limited, dated as of March 26, 2026
10.3		Convertible Promissory Note issued by DSS, Inc., dated as of March 26, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	DSS, INC.

Date: March 31, 2026	By:	/s/ Jason Grady
	Name:	Jason Grady
	Title:	Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

DSS secures $2.45M convertible loan, issues warrants

Rhea-AI Filing Summary

Positive

Negative