DSS Insider Filing Clarifies Ownership and $500K Convertible Note

Rhea-AI Filing Summary

DSS, Inc. amended a Form 4 to clarify insider transactions and disclose that on August 20, 2025 the company issued a $500,000 convertible promissory note to Alset Inc. The note allows Alset Inc. to convert principal and accrued interest into common stock at a conversion price of $0.86 per share, or to exchange into any subsequently issued convertible instrument on different terms based on the note balance plus accrued interest. The filing details the beneficial ownership attributable to reporting person Heng Fai Ambrose Chan, including shares held directly and through affiliated entities totaling disclosed positions across Heng Fai Holdings Limited, Alset Inc., Alset International Limited and Global Biomedical Pte. Ltd., and notes the convertible note is exercisable through July 31, 2028.

Insights

Corporate Governance Expert

TL;DR: Amended Form 4 improves disclosure of insider holdings and a $500k convertible financing, revealing potential dilution.

The amendment clarifies the structure of insider holdings and discloses a related-party financing via Alset Inc. Clear attribution of shares held directly and indirectly by Mr. Chan enhances transparency for shareholders assessing control and voting influence. The convertible note's conversion terms and election feature to exchange into later convertible instruments add complexity to future capitalization. This is routine but material for governance and control analysis.

Securities Analyst

TL;DR: The $500,000 convertible note provides short-term funding but introduces dilution risk depending on conversion mechanics and future financings.

The disclosed conversion price of $0.86 per share establishes a potential dilution floor; if converted in full, the note would convert into a quantifiable number of shares that should be accounted for in diluted share calculations. The holder's right to exchange into later convertible instruments could alter economics for existing shareholders depending on terms of any subsequent financings. Investors should note the convertible maturity through July 31, 2028 and the aggregation of insider-controlled holdings reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD

#16-04 SUNTEC TOWER TWO

(Street)

SINGAPORE U0 038989

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DSS, INC. [ DSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/22/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note(1)	(2)	08/20/2025		J		$500,000(2)		08/20/2025	07/31/2028	Common Stock	(2)	(2)	$500,000(3)	I	See footnote(3)

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD

#16-04 SUNTEC TOWER TWO

(Street)

SINGAPORE U0 038989

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Alset Inc.

(Last) (First) (Middle)

4800 MONTGOMERY LANE,

SUITE 210

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Amended Form 4 is being filed to clarify certain information set forth on the Form 4 originally filed by the reporting persons on August 22, 2025.

2. On August 20, 2025, the Issuer issued a convertible promissory note (the "Convertible Promissory Note") to Alset Inc. in the amount of $500,000. Under the terms of the Convertible Promissory Note, Alset Inc. may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of either (i) $0.86 per share, or (ii) if while the Convertible Promissory Note is outstanding, the Issuer sells or issues any other convertible instruments on terms that differ from the Convertible Promissory Note, the Holder may elect to exchange the Convertible Promissory Note for such convertible instrument based on the Convertible Promissory Note's principal balance plus any accrued but unpaid interest.

3. The beneficial ownership of Mr. Chan as of August 22, 2025 may be deemed to include the following (a) 1,002,978 shares of the Issuer's common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 1,184,475 shares of the Issuer's common stock held by Mr. Chan directly; (c) 2,581,268 shares of the Issuer's common stock held by Alset Inc., an entity controlled by Mr. Chan; (d) a convertible promissory note in the amount of $500,000 held by Alset Inc. and convertible into shares of the Issuer's common stock; (e) 1,068,309 shares of the Issuer's common stock held by Alset International Limited, an entity controlled by Mr. Chan and a subsidiary of Alset Inc.; and (f) 311,634 shares of the Issuer's common stock held by Global Biomedical Pte. Ltd., an entity controlled by Mr. Chan and a subsidiary of Alset International Limited (which is a subsidiary of Alset Inc.).

	/s/ Heng Fai Ambrose Chan	09/02/2025
	Alset Inc. /s/ Heng Fai Ambrose Chan, Chief Executive Officer	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did DSS (DSS) disclose in the amended Form 4?

The amended Form 4 clarifies insider holdings and discloses that on August 20, 2025 DSS issued a $500,000 convertible promissory note to Alset Inc., convertible into common stock at $0.86 per share or exchangeable into later convertible instruments.

Who is the reporting person and what ownership was disclosed?

The reporting person is Heng Fai Ambrose Chan. The filing lists shares held directly and indirectly through Heng Fai Holdings Limited, Alset Inc., Alset International Limited and Global Biomedical Pte. Ltd., aggregating the reported positions in the explanation section.

What are the conversion mechanics and maturity for the convertible note?

The note converts at $0.86 per share, or the holder may elect to exchange it for later convertible instruments on different terms; the convertible instrument references an expiration/maturity through July 31, 2028.

Is this a related-party transaction?

Yes. The $500,000 convertible promissory note was issued to Alset Inc., an entity controlled by the reporting person, and the Form 4 aggregates beneficial ownership tied to those entities.

Does the filing indicate how many shares the $500,000 would convert into?

The filing states the conversion price of $0.86 per share but does not provide an explicit post-conversion share count; conversion would nominally equate to approximately 581,395 shares if based solely on $500,000 divided by $0.86, not accounting for accrued interest or alternative exchange mechanics.