Item 1.01 Entry into a Material Definitive Agreement.
On January 18, 2022, DSS, Inc. (the "Company") entered into a stock purchase
agreement (the "AIL Subscription Agreement") with its shareholder Alset EHome
International Inc. ("AEI"), which currently owns 15.24% of the Company's
outstanding shares of common stock, pursuant to which AEI sold to the Company
877,248,065 ordinary shares, no par value per share, of Alset International
Limited for a purchase price of 59,979,582 newly issued shares of the Company's
common stock. Following the closing of this transaction, AEI will own 55.52% of
the Company's outstanding shares of common stock and will be the majority
shareholder of the Company.
On January 18, 2022, the Company entered into a stock purchase agreement (the
"True Partners Subscription Agreement") with AEI, pursuant to which AEI sold to
the Company 100% of the shares of common stock of its wholly owned subsidiary
True Partner International Limited (HK) ("TP"), and all of TP's 62,122,908
ordinary shares of True Partner Capital Holding Limited, for a purchase price of
11,397,080 newly issued shares of the Company's common stock.
These transaction are with AEI, a related party. Mr. Heng Fai Ambrose Chan is
the largest beneficial shareholder of AEI and the Chairman of both AEI and DSS.
The closings of these transactions is subject to approval of the NYSE and the
Company's stockholders.
The foregoing summary of the AEI Subscription Agreement and the True Partners
Subscription Agreement are qualified in their entirety by reference to the full
text of the AEI Subscription Agreement and the True Partners Subscription
Agreement, a copy of each is filed herewith as Exhibit 10.1 and Exhibit 10.2
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
Item 8.01. Other Events.
On January 19, 2022 the Company issued a press release announcing its entry into
the AIL Subscription Agreement and True Partners Subscription Agreement. A copy
of this press release is attached as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Number Description
10.1 Stock Purchase Agreement with DSS, Inc.
10.2 Stock Purchase Agreement with DSS, Inc.
99.1 Press Release January 19, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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