Insider Chan Reports 6.73M DSS Shares; Alset Inc. Receives $500K Note

Rhea-AI Filing Summary

DSS, Inc. insider transaction summary: On 08/20/2025 the company issued a $500,000 convertible promissory note to Alset Inc. that may be converted into common stock at $0.86 per share. The stated conversion would equate to 581,395 shares.

Reporting person and ownership: The filing is by Heng Fai Ambrose Chan and Alset Inc.; Mr. Chan is identified as a director and a greater-than-10% owner. The filing discloses Mr. Chan's total beneficial ownership of 6,730,059 shares, detailed by holdings across Heng Fai Holdings Limited, direct holdings, Alset Inc., Alset International Limited and Global Biomedical Pte. Ltd.

Positive

• $500,000 financing provided to the issuer via a convertible promissory note to Alset Inc.
• Conversion price disclosed at $0.86 per share, giving clear terms for potential equity issuance.
• Insider alignment: the convertible note was issued to Alset Inc., an entity controlled by the reporting person, indicating continued insider participation in company financing.

Negative

• Potential dilution if the Convertible Note is converted into 581,395 shares (principal conversion disclosed).
• Concentrated insider ownership: Mr. Chan controls multiple entities that collectively beneficially own 6,730,059 shares, concentrating voting and economic power.

Insights

Securities Analyst

TL;DR Convertible note raises $500,000 and could convert into 581,395 shares at $0.86, modestly increasing potential share count.

The Convertible Note issued to Alset Inc. provides the issuer with $500,000 in financing that may convert at $0.86 per share. The conversion feature would create 581,395 shares if conversion equals principal and accrued interest as described. This is a financing instrument rather than an immediate equity issuance; dilution is contingent on conversion. The filing also clarifies consolidated beneficial ownership of 6,730,059 shares by Mr. Chan across multiple controlled entities, showing concentrated insider ownership.

Corporate Governance Expert

TL;DR Director and >10% owner remains centrally involved via multiple controlled entities and received a convertible note from the issuer.

The report confirms that Heng Fai Ambrose Chan acts as a director and controls several entities holding issuer shares, including Alset Inc. and subsidiaries. Alset Inc. received a convertible promissory note convertible at $0.86, which aligns an insider-related entity with the company's financing but also concentrates economic interest. All ownership figures and the note terms cited are explicitly stated in the filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Chan Heng Fai Ambrose, Alset Inc.

Role Director, 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	581,395	$0.86	$500K

Holdings After Transaction: Common Stock — 581,395 shares (Indirect, See footnote)

Footnotes (1)

1. On August 20, 2025, the Issuer issued a convertible promissory note (the "Convertible Note") to Alset Inc. in the amount of $500,000.00. Under the terms of the Convertible Note, Alset Inc. may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of $0.86 per share. The beneficial ownership of Mr. Chan includes a total of 6,730,059 shares of common stock, consisting of (a) 1,002,978 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 1,184,475 shares of common stock held by Mr. Chan directly; (c) 2,581,268 shares of common stock and debt convertible into 581,395 shares of common stock held by Alset Inc., an entity controlled by Mr. Chan; (d) 1,068,309 shares of common stock held by Alset International Limited, an entity controlled by Mr. Chan and a subsidiary of Alset Inc.; and (e) 311,634 shares of 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.).

Form 4 Insider Transactions: What Each Field Means →

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)

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
Common Stock	$0.86(1)	08/20/2025		J		581,395(1)		08/20/2025	07/31/2028	Common Stock	581,395(1)	$0.86	581,395(2)	I	See footnote(1)

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. On August 20, 2025, the Issuer issued a convertible promissory note (the "Convertible Note") to Alset Inc. in the amount of $500,000.00. Under the terms of the Convertible Note, Alset Inc. may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of $0.86 per share.

2. The beneficial ownership of Mr. Chan includes a total of 6,730,059 shares of common stock, consisting of (a) 1,002,978 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 1,184,475 shares of common stock held by Mr. Chan directly; (c) 2,581,268 shares of common stock and debt convertible into 581,395 shares of common stock held by Alset Inc., an entity controlled by Mr. Chan; (d) 1,068,309 shares of common stock held by Alset International Limited, an entity controlled by Mr. Chan and a subsidiary of Alset Inc.; and (e) 311,634 shares of 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	08/22/2025
	Alset Inc. /s/ Heng Fai Ambrose Chan, Chief Executive Officer	08/22/2025
	** 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 convertible financing did DSS, Inc. (DSS) receive on 08/20/2025?

DSS issued a $500,000 convertible promissory note to Alset Inc. on 08/20/2025 that may be converted into common stock at $0.86 per share.

How many shares would the $500,000 note convert into at the stated price?

The filing states conversion at $0.86 per share, which corresponds to 581,395 shares based on the disclosed conversion calculation.

Who filed the Form 4 for DSS, Inc. and what is their relationship to the company?

The Form 4 was filed by Heng Fai Ambrose Chan and Alset Inc.; Mr. Chan is listed as a director and a greater-than-10% owner.

What is Heng Fai Ambrose Chan's total beneficial ownership in DSS, Inc.?

The filing reports Mr. Chan's total beneficial ownership as 6,730,059 shares, aggregated across several controlled entities and direct holdings.

Which entities controlled by Mr. Chan hold DSS shares according to the filing?

Holdings include Heng Fai Holdings Limited, Alset Inc., Alset International Limited, and Global Biomedical Pte. Ltd., plus Mr. Chan's direct holdings.