0001493152-22-019387.txt : 20220715 0001493152-22-019387.hdr.sgml : 20220715 20220715075549 ACCESSION NUMBER: 0001493152-22-019387 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220715 DATE AS OF CHANGE: 20220715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSS, INC. CENTRAL INDEX KEY: 0000771999 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 161229730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50256 FILM NUMBER: 221084286 BUSINESS ADDRESS: STREET 1: 6 FRAMARK DR. CITY: VICTOR STATE: NY ZIP: 14564 BUSINESS PHONE: 585 232 1500 MAIL ADDRESS: STREET 1: 6 FRAMARK DR. CITY: VICTOR STATE: NY ZIP: 14564 FORMER COMPANY: FORMER CONFORMED NAME: DOCUMENT SECURITY SYSTEMS INC DATE OF NAME CHANGE: 20030326 FORMER COMPANY: FORMER CONFORMED NAME: NEW SKY COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: THOROUGHBREDS USA INC DATE OF NAME CHANGE: 19861118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chan Heng Fai Ambrose CENTRAL INDEX KEY: 0001261725 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2601 INSLAND PLACE TOWER STREET 2: 510 KINGS RD N POINT CITY: HONG KONG STATE: K3 ZIP: 999999999 FORMER COMPANY: FORMER CONFORMED NAME: CHAN FAI DATE OF NAME CHANGE: 20030828 SC 13D/A 1 formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 18)

DSS, INC.

(Name of Issuer)

Common Stock, par value $0.02 per share

(Title of Class of Securities)

26253C102

(CUSIP Number)

Heng Fai Ambrose Chan

c/o Alset International Limited

7 Temasek Boulevard #29-01B, Suntec Tower One

Singapore 038987

011 65 6333 9181

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 12, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 26253C102

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Heng Fai Ambrose Chan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

81,399,836⁽¹⁾

SHARED VOTING POWER:

SOLE DISPOSITIVE POWER:

81,399,836⁽¹⁾

SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,399,836⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.55%⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

(1) The beneficial ownership of Heng Fai Ambrose Chan includes 81,399,836 shares of common stock, consisting of (a) 1,614,552 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Ambrose Chan; (b) 16,973,020 shares of common stock held by Heng Fai Ambrose Chan directly; (c) 6,232,671 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of Alset International Limited (“AIL”); (d) 35,213,416 shares of common stock held by Alset EHome International Inc. (“AEI”); and (e) 21,366,177 shares of common stock held by AIL, a subsidiary of AEI.

(2) Based on 139,017,172 shares of the common stock of the Issuer outstanding as of July 12, 2022.

CUSIP No. 26253C102

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alset EHome International Inc. (“AEI”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

62,812,264⁽¹⁾

SHARED VOTING POWER:

SOLE DISPOSITIVE POWER:

62,812,264⁽¹⁾

SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,812,264⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.18%⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1) Includes 35,213,416 shares of common stock held directly by Alset EHome International Inc.; 6,232,671 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of AIL; and 21,366,177 shares of common stock held by AIL, a subsidiary of AEI.

(2) Based on 139,017,172 shares of the common stock of the Issuer outstanding as of July 12, 2022.

CUSIP No. 26253C102

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Global Biomedical Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

6,232,671

SHARED VOTING POWER:

SOLE DISPOSITIVE POWER:

6,232,671

SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,232,671
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.48%⁽¹⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1) Based on 139,017,172 shares of the common stock of the Issuer outstanding as of July 12, 2022.

CUSIP No. 26253C102

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alset International Limited (“AIL”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

27,598,848⁽¹⁾

SHARED VOTING POWER:

SOLE DISPOSITIVE POWER:

27,598,848⁽¹⁾

SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,598,848⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.85%⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1) Includes 21,366,177 shares of common stock held by AIL and 6,232,671 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of AIL.

(2) Based on 139,017,172 shares of the common stock of the Issuer outstanding as of July 12, 2022.

This Amendment No. 18 on Schedule 13D amends and restates the statement on Schedule 13D, filed with the SEC on September 15, 2017, as amended by Amendment No. 1, filed with the SEC on July 6, 2018, Amendment No. 2, filed with the SEC on December 18, 2018, Amendment No. 3, filed with the SEC on February 20, 2019, Amendment No. 4, filed with the SEC on March 27, 2019, Amendment No. 5, filed with the SEC on June 11, 2019, Amendment No. 6, filed with the SEC on July 23, 2019, Amendment No. 7, filed with the SEC on November 5, 2019, Amendment No 8, filed with the SEC on March 4, 2020, Amendment No. 9, filed with the SEC on September 1, 2020, Amendment No. 10, filed with the SEC on October 26, 2020, Amendment No. 11, filed with the SEC on June 3, 2021, Amendment No. 12, filed with the SEC on June 25, 2021, Amendment No. 13, filed with the SEC on September 20, 2021, Amendment No. 14, filed with the SEC on March 15, 2022, Amendment No. 15, filed with the SEC on April 20, 2022, Amendment No. 16, filed with the SEC on June 1, 2022, and Amendment No. 17, filed with the SEC on July 11, 2022.

This Amendment No. 18 is being filed to reflect that Alset International Limited, a subsidiary of Alset EHome International Inc. has acquired 21,366,177 shares of the Issuer’s common stock.

Item 1. Security and Issuer

The title and class of equity securities to which this Amendment No. 18 to the Schedule 13D relates is the common stock, $0.02 par value per share, of DSS, Inc., a New York Corporation (the “Issuer”). The principal offices of the Issuer are located at 275 Wiregrass Pkwy, West Henrietta, NY 14586.

Item 3. Source and Amount of Funds or Other Considerations

Item 3 of the Schedule 13D is hereby amended to include the following:

The information set for the in Item 4 below is hereby incorporated by reference to this Item 3.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to include the following:

On July 12, 2022, Alset International Limited (“AIL”) was issued 21,366,177 shares of common stock pursuant to an assignment and assumption agreement dated February 25, 2022, as amended on July 12, 2022, between the Issuer and AIL, a majority-owned subsidiary of AEI, pursuant to which the Issuer agreed to purchase a convertible promissory note from AIL (the “Note”). The Note has a principal amount of $8,350,000 and accrued but unpaid interest of $367,400. The Note was issued by American Medical REIT, Inc., a Maryland corporation, pursuant to a subscription agreement, dated as of October 29, 2021 between AIL and American Medical REIT, Inc. The consideration paid for the Note was 21,366,177 shares of the Issuer’s common stock. The number of the Issuer’s shares issued as consideration was calculated by dividing $8,717,400, the aggregate of the principal amount and the accrued but unpaid interest under the Note, by $0.408 per share.

Item 5. Interest in Securities of the Issuer

(a)-(b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.

(d) None

(e) N/A

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1

Joint Filing Agreement between Heng Fai Chan, Global Biomedical Pte. Ltd., Alset EHome International Inc., and Alset International Limited

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 15, 2022	/s/ Heng Fai Ambrose Chan
	Name:	Heng Fai Ambrose Chan

	Alset EHome International Inc.

	/s/ Heng Fai Ambrose Chan
	Name:	Heng Fai Ambrose Chan
	Title:	Chief Executive Officer

	Global Biomedical Pte. Ltd.

	/s/ Heng Fai Ambrose Chan
	Name:	Heng Fai Ambrose Chan
	Title:	Director

	Alset International Limited

	/s/ Heng Fai Ambrose Chan
	Name:	Heng Fai Ambrose Chan
	Title:	Chief Executive Officer

EX-99.1 2 ex99-1.htm

Exhibit 99.1

AGREEMENT TO FILE JOINT SCHEDULE 13D

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of DSS, INC., a New York corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

/s/ Heng Fai Ambrose Chan
Heng Fai Ambrose Chan
Date:	July 15, 2022

Alset EHome International Inc.

/s/ Heng Fai Ambrose Chan
Name:	Heng Fai Ambrose Chan
Title:	Chief Executive Officer
Date:	July 15, 2022

Global Biomedical Pte. Ltd.

/s/ Heng Fai Ambrose Chan
Name:	Heng Fai Ambrose Chan
Title:	Director
Date:	July 15, 2022

Alset International Limited

/s/ Heng Fai Ambrose Chan
Name:	Heng Fai Ambrose Chan
Title:	Chief Executive Officer
Date:	July 15, 2022