DSS, INC. 8-K

What Happened

• On March 26, 2026, DSS, Inc. announced a Securities Purchase Agreement with Alset International Limited for a $2,450,000 loan in exchange for a convertible promissory note and warrants. The note bears simple interest at 3% per year, is convertible at $0.74 per share, and matures in five years. The warrant package allows Alset International Limited to purchase up to 16,554,055 shares at an exercise price of $0.93, expiring five years from issuance. The transactions are subject to certain closing conditions, including approval by DSS stockholders.
• This is a related‑party transaction: Alset Inc. and DSS are under common control of Chan Heng Fai (chairman of both), and several directors serve on both companies’ boards. The DSS board and, where applicable, the Audit Committee approved the Transaction Documents and interested directors recused themselves.

Key Details

• Loan amount: $2,450,000; interest: 3% simple per annum; maturity: 5 years.
• Conversion price: $0.74 per share (note convertible at any time before maturity).
• Warrants: 16,554,055 shares exercisable at $0.93 per share; 5‑year term.
• Closing condition: transaction requires DSS stockholder approval; Board/Audit Committee approval obtained with recusal of interested directors.

Why It Matters

• Liquidity and capital structure: the deal provides near‑term cash of $2.45M, which may help fund operations or reduce short‑term funding needs.
• Potential dilution: conversion of the $2.45M principal alone would equal roughly 3.31 million common shares (2,450,000 ÷ $0.74). Including up to five years of simple interest (~$367,500) could raise that conversion to about 3.81 million shares. If all warrants (16.55 million) were exercised, combined new shares could be roughly 19.9–20.4 million shares outstanding (estimates).
• Governance: because this is a related‑party transaction with overlapping leadership and directors, the company documented approvals and recusals; final effect depends on stockholder approval, which is required for closing.