Alset EHome International : Unregistered Sales of Equity Securities - Form 8-K

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): January 26, 2022

ALSET EHOME INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39732		83-1079861
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4800 Montgomery Lane, Suite 210 Bethesda, Maryland		20814
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

Not Applicable

(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 (see General Instruction A.2. below):

☐	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, $0.001 par value per share		AEI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.02 Unregistered Sales of Equity Securities.

As previously disclosed in a Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2021, Alset EHome International Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Chan Heng Fai (the "Purchaser") on December 13, 2021 for the issuance and sale of a convertible promissory note (the "Note") in favor of Purchaser, in the principal sum of $6,250,000.

Upon one (1) business day written notice the Company, the Purchaser was granted the option to at its sole discretion to either (i) convert, in whole or in part the outstanding balance and accrued interest payable thereon under the Note into either shares of common stock at the conversion price $0.625; or (ii) receive cash payment for the accrued and unpaid balance.

The Purchaser is the Chief Executive Officer and Chairman of the Board of Directors of the Company, and is the largest shareholder of the Company's common stock. The sale and issuance of the Note by the Company to Purchaser is considered a related party transaction. The sale and issuance of this Note by the Company to Purchaser was subject to closing conditions which have now been met, and such loan closed as of January 26, 2022.

The Purchaser has opted to convert all of the amount of such Note into 10,000,000 shares of the Company's common stock, which shares were issued on January 27, 2022. Such restricted shares were issued pursuant to the exemption provided by Regulation D promulgated under the Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	ALSET EHOME INTERNATIONAL INC.
Dated: January 27, 2022	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer