DSS, Inc. entered into a securities purchase agreement with Alset Inc. on September 15, 2026, pursuant to which Alset loaned the Company $500,000. In exchange for this loan, the Company issued Alset a convertible promissory note and warrants to purchase shares of common stock. The promissory note is payable upon demand and carries a simple interest rate of 3% per annum. The note is convertible into shares of the Company’s common stock at a price of $0.50 per share upon notice prior to maturity. The maturity date for the note is five years from the date of the agreement.
Separately, Alset received warrants to purchase up to 8,000,000 shares of the Company’s common stock. These warrants have an exercise price of $0.55 per share and will expire on the fifth anniversary of the agreement. The Transaction Documents require the approval of the Company’s stockholders prior to the conversion of the note or the exercise of the warrants.
The transaction involves related parties, as Alset holds a significant equity interest in the Company. The Company’s Chairman, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset. Additionally, Chan Tung Moe and Lim Sheng Hon Danny, both directors and officers of Alset, serve as directors of DSS, Inc. Three independent directors of DSS, Inc.—Joanne Wong Hiu Pan, Wong Shui Yeung, and William Wu—are also directors of Alset. The Board of Directors and Audit Committee approved the Transaction Documents.
The Company filed Exhibits 10.1, 10.2, and 10.3, which contain the Securities Purchase Agreement, the Form of Convertible Promissory Note, and the Form of Common Stock Purchase Warrant, respectively.
