DSS Inc enters $1M convertible loan with warrants

DSS, Inc. entered into a material definitive financing agreement with Alset, Inc., under which Alset will loan DSS $1,000,000 in exchange for a convertible promissory note and stock warrants.

Rhea-AI Filing Summary

DSS, Inc. entered into a material definitive financing agreement with Alset, Inc., under which Alset will loan DSS $1,000,000 in exchange for a convertible promissory note and stock warrants.

The note carries simple interest of 3% per year and matures five years from issuance. Alset may convert principal and accrued interest into DSS common stock at $0.45 per share. Separately, Alset receives warrants to purchase up to 17,777,776 DSS shares at an exercise price of $0.50 per share, expiring three years from issuance.

The deal is a related party transaction because DSS and Alset are under common control of Chan Heng Fai and share overlapping directors. The agreements were approved by DSS’s board and, where applicable, its audit committee, with interested directors recusing themselves.

Insights

Capital structure and governance analyst

DSS adds $1M low-rate convertible debt plus large warrant package via related party.

DSS is raising $1,000,000 through a convertible note bearing 3% interest, a relatively low cash cost of capital. However, the conversion price of $0.45 per share and warrants for 17,777,776 shares at $0.50 create meaningful potential equity issuance over time.

The related party nature is central: DSS and Alset share common control and overlapping directors, so governance safeguards matter. The company states its board and audit committee approved the deal, with interested directors recusing themselves. Future disclosures may clarify how much of the note is ultimately converted and whether warrants are exercised.

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 Interest rate: 3% per annum Maturity: 5 years +4 more

7 metrics

Loan amount $1,000,000 Principal under Alset convertible promissory note

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

Maturity 5 years Note term from date of issuance

Conversion price $0.45 per share Price for converting note into DSS common stock

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

Warrant exercise price $0.50 per share Exercise price for DSS warrants issued to Alset

Warrant term 3 years Warrants expire on their third anniversary

Key Terms

Material Definitive Agreement, convertible promissory note, warrants, Warrant Agreement, +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.

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 17,777,776 shares of the Company’s 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.

Warrant Agreement financial

"pursuant to a warrant agreement (the “Warrant Agreement”)."

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

related parties regulatory

"The Company and Alset are related parties under common control of Chan Heng Fai"

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

"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 transaction did DSS (DSS) announce with Alset, Inc.?

DSS agreed to a related party financing with Alset, Inc., where Alset will loan DSS $1,000,000. In return, Alset receives a 3% convertible promissory note and warrants to buy 17,777,776 DSS common shares, significantly increasing potential future equity issuance.

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

The DSS note bears simple interest at 3% per year and matures five years from issuance. Alset may convert outstanding principal and accrued interest into DSS common stock at a fixed conversion price of $0.45 per share any time before maturity.

What warrant rights did Alset receive from DSS (DSS) in this deal?

Alset received warrants to purchase up to 17,777,776 DSS common shares. The exercise price is $0.50 per share, and the warrants expire on their third anniversary, giving Alset multi‑year optionality to acquire additional equity in DSS.

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

The transaction is related party because DSS and Alset are under common control of Chan Heng Fai, who chairs both companies. Additional overlapping directors serve on each board, creating affiliation that requires disclosure and approval safeguards for the financing arrangements.

How did DSS (DSS) handle governance for the related party financing?

DSS states that its board of directors, and where applicable its audit committee, approved the securities purchase agreement, note, and warrant documents. Any interested directors recused themselves from deliberations and voting to address potential conflicts arising from the related party nature.

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

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Accepted by SEC EDGAR 06/25/2026 - 04:05 PM EDT Learn about SEC filing dates

false 0000771999 0000771999 2026-06-23 2026-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

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, Inc.

On June 23, 2026, DSS, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Alset, Inc. (“Alset”), a Texas corporation, pursuant to which Alset will loan the Company $1,000,000, in exchange for a convertible promissory note (the “Note”) and warrants to purchase 17,777,776 shares of the Company’s common stock pursuant to a warrant agreement (the “Warrant Agreement”).

The Note, SPA and Warrant Agreement 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 may convert any outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.45 per share at any time prior to the maturity date, which is five (5) years from the date of issuance.

The Warrant Agreement entitles Alset to purchase up to 17,777,776 shares of the Company’s common stock at an exercise price of $0.50 per share. The warrants expire on their third anniversary.

Related Party Transaction

The Company and Alset 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. Chan Tung Moe, a director and Co-Chief Executive Officer of Alset, is also a director of the Company. Lim Sheng Hon Danny, a director and officer of Alset, is also a director of the Company. Certain independent directors of Alset 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, Inc., dated as of June 23, 2026
10.2		Securities Purchase Agreement, between DSS, Inc. and Alset, Inc., dated as of June 23, 2026
10.3		Convertible Promissory Note issued by DSS, Inc., dated as of June 23, 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: June 25, 2026	By:	/s/ Jason Grady
	Name:	Jason Grady
	Title:	Interim Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 94.7 KB
• EX-10.2 EX-10.2 206.6 KB
• EX-10.3 EX-10.3 57.3 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