DSS (DSS) director-linked entities report $2.45M note and 16.6M-share warrant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
DSS, INC. reported an indirect restructuring-type transaction involving entities associated with director and ten percent owner Chan Heng Fai Ambrose. Alset International Limited holds a $2,450,000 Convertible Promissory Note that became convertible into common stock at $0.74 per share on June 3, 2026. On March 26, 2026, Alset International Limited also received common stock purchase warrants to buy up to 16,554,055 DSS common shares at an exercise price of $0.93 per share, expiring on March 26, 2031. The filing notes these positions as indirectly beneficially owned through entities controlled by Mr. Chan.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Chan Heng Fai Ambrose, Alset Inc., Alset International Ltd
Role
null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Convertible Promissory Note | 0 | $0.74 | -- |
| Other | Common Stock Purchase Warrant | 16,554,055 | $0.93 | $15.40M |
Holdings After Transaction:
Convertible Promissory Note — 0 shares (Indirect, See footnote);
Common Stock Purchase Warrant — 16,554,055 shares (Indirect, See footnote)
Footnotes (1)
- On March 26, 2026 the Issuer issued a convertible promissory note (the "Convertible Promissory Note") to Alset International Limited in the amount of $2,450,000, which became convertible on June 3, 2026. Under the terms of the Convertible Promissory Note, Alset International Limited may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of either (i) $0.74 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. On March 26, 2026 the Issuer issued common stock purchase warrants (the "Warrants") to Alset International Limited to purchase up to 16,554,055 shares of the Issuer's common stock at an exercise price of $0.93 per share. The Warrants expire on March 26, 2031. The beneficial ownership of Mr. Chan as of the date hereof may be deemed to include the following shares held personally (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. Mr. Chan may also be deemed to beneficially own (a) 2,581,268 shares of the Issuer's common stock held by Alset Inc., an entity controlled by Mr. Chan; (b) a convertible promissory note in the amount of $500,000 held by Alset Inc. and convertible into shares of the Issuer's common stock; (c) 1,068,309 shares of the Issuer's common stock, a convertible promissory note in the amount of $2,450,000, and common stock purchase warrants to purchase up to 16,554,055 shares held by Alset International Limited, an entity controlled by Mr. Chan and a subsidiary of Alset Inc.; and (d) 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.).
Key Figures
Convertible note principal: $2,450,000
Note conversion price: $0.74/share
Warrant shares: 16,554,055 shares
+3 more
6 metrics
Convertible note principal
$2,450,000
Convertible Promissory Note issued to Alset International Limited
Note conversion price
$0.74/share
Conversion price into DSS common stock
Warrant shares
16,554,055 shares
Common stock purchase warrants held by Alset International Limited
Warrant exercise price
$0.93/share
Exercise price for DSS common stock under the warrants
Warrant expiration
March 26, 2031
Expiration date of DSS common stock purchase warrants
Restructuring-related shares
16,554,055 shares
Shares tied to restructuring-type derivative transactions (code J)
Key Terms
Convertible Promissory Note, common stock purchase warrants, beneficially own, ten percent owner, +1 more
5 terms
Convertible Promissory Note financial
"the Issuer issued a convertible promissory note (the "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.
common stock purchase warrants financial
"the Issuer issued common stock purchase warrants (the "Warrants") to Alset International Limited"
Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.
beneficially own financial
"The beneficial ownership of Mr. Chan as of the date hereof may be deemed to include"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
ten percent owner financial
"reporting persons include a director and ten percent owner of the Issuer"
indirect ownership financial
"total_shares_following_transaction marked as indirect with nature of ownership "See footnote""
FAQ
What insider transactions were reported for DSS (DSS) in this Form 4?
DSS reported an indirect restructuring-type transaction involving entities linked to director Chan Heng Fai Ambrose. A Convertible Promissory Note became convertible, and related warrants to purchase up to 16,554,055 common shares at $0.93 per share were disclosed.
What are the key terms of the DSS (DSS) Convertible Promissory Note?
The Convertible Promissory Note totals $2,450,000 and is held by Alset International Limited. It became convertible on June 3, 2026 into DSS common stock at a conversion price of $0.74 per share, based on outstanding principal and accrued interest.
Who holds the DSS (DSS) note and warrants reported in this Form 4?
Alset International Limited holds the Convertible Promissory Note and warrants. The filing explains this entity is controlled by Chan Heng Fai Ambrose, so these securities are reported as indirectly beneficially owned through entities associated with him.
What does the "J" transaction code mean in the DSS (DSS) Form 4?
The "J" transaction code indicates another type of acquisition or disposition rather than a straightforward open-market buy or sell. Here it reflects the reporting of restructuring-type positions in a convertible note and related warrants held indirectly through controlled entities.
What additional DSS (DSS) holdings are attributed to Chan Heng Fai Ambrose?
The filing lists various common share holdings and other instruments across entities controlled by Mr. Chan. These include personally held shares, shares and a separate $500,000 convertible note at Alset Inc., and additional shares at Global Biomedical Pte. Ltd.