UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
February 28, 2022, DSS, Inc. (the “Company”) entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset EHome International Inc. (“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase Agreement dated January 25, 2022 (the “SPA”). Pursuant to the SPA, AEI had agreed to purchase 44,619,423 shares of the Company’s common stock for a purchase price of $0.3810 per share, for an aggregate purchase price of $17,000,000. Pursuant to the Amendment, the number of shares of the common stock of the Company that the AEI will purchase has been reduced to 3,986,877 shares for an aggregate purchase price of $1,519,000. In addition, the Company’s Executive Chairman and a significant stockholder, Chan Heng Fai, is the Chairman, Chief Executive Officer and largest shareholder of AEI. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment to Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On February 28, 2022, the Company entered into a Stock Purchase Agreement with Alset EHome International Inc. (the “True Partner Revised Stock Purchase Agreement”), pursuant to which AEI has agreed to sell a subsidiary holding 62,122,908 shares of stock of True Partner Capital Holding Limited exchange for 17,570,948 shares of common stock of the Company (the “DSS Shares”). Previously, the Company and AEI were parties to an agreement dated as of January 18, 2022 for the sale of 62,122,908 shares of stock of True Partner International Limited; such agreement has been terminated, as described in Item 1.02, below. AEI and its various subsidiaries are collectively the largest stockholder of the Company. The Company’s Executive Chairman and a significant stockholder, Chan Heng Fai, is the Chairman, Chief Executive Officer and largest shareholder of AEI. The issuance of the DSS Shares will be subject to the approval of the NYSE American and the Company’s stockholders. The Company intends to obtain the approval of its stockholders for the closing of the transactions contemplated by the True Partner Revised Stock Purchase Agreement. The foregoing summary of the True Partner Revised Stock Purchase Agreement is qualified in its entirety by reference to the True Partner Revised Stock Purchase Agreement attached hereto as Exhibit 10.2 and which is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
On February 28, 2022, the Company entered into an Agreement to Terminate Stock Purchase Agreement with Alset EHome International Inc. (the “True Partner Termination Agreement”) wherein the Stock Purchase Agreement entered into by and between the Company and AEI on January 18, 2022 was terminated in its entirety. Pursuant to the January 18, 2022 Stock Purchase Agreement between the Company and AEI, AEI had agreed to sell a subsidiary holding 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for 11,397,080 shares of common stock of the Company. Following the execution of the True Partner Termination Agreement, the parties entered into the True Partner Revised Stock Purchase Agreement described in Item 1.01, above, which is incorporated by reference herein. The foregoing summary of the True Partner Termination Agreement is qualified in its entirety by reference to the True Partner Termination Agreement attached hereto as Exhibit 10.3 and which is incorporated herein by reference.
On February 28, 2022, the Company entered into an Agreement to Terminate Stock Purchase Agreement with Alset EHome International Inc. (the “AEI Termination Agreement”) wherein the Stock Purchase Agreement entered into by and between the Company and AEI on January 18, 2022 was terminated in its entirety. Pursuant to the January 18, 2022 Stock Purchase Agreement between the Company and AEI, AEI had agreed to sell 877,248,065 shares of Alset International Limited to the Company in exchange for 60,798,217 newly issued shares of the Company. The foregoing summary of the AEI Termination Agreement is qualified in its entirety by reference to the AEI Termination Agreement attached hereto as Exhibit 10.4 and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Number | Description | |
| 10.1 | Amendment to Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 | |
| 10.2 | True Partner Stock Purchase Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 | |
| 10.3 | True Partner Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated as of February 28, 2022 | |
| 10.4 | DSS Termination Agreement, between DSS, Inc. and Alset EHome International Inc., dated February 28, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DSS, INC. | ||
| March 1, 2022 | By: | /s/ Jason Grady |
| Name: | Jason Grady | |
| Title: | Chief Executive Officer | |