Heng Fai Ambrose Chan - Jul 12, 2022 Form 4 Insider Report for DSS, INC. (DSS)

Role: Director, 10%+ Owner
Signature: /s/ Heng Fai Ambrose Chan
Stock symbol: DSS
Transactions as of: Jul 12, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/14/2022, 09:12 PM
Previous filing: Jul 11, 2022
Next filing: Jul 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DSS	Common Stock	Other		+21.4M	+35.59%		81.4M	Jul 12, 2022	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 12, 2022, Alset International Limited ("AIL"), a majority owned subsidiary of Alset EHome International Inc. ("AEI"), was issued 21,366,177 shares of the common stock of DSS, Inc. (the "Issuer") pursuant to an assignment and assumption agreement (the "Agreement") between the Issuer and AIL dated February 25, 2022, as amended on July 12, 2022. Pursuant to the Agreement, as amended, 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. The consideration paid for the Note was 21,366,177 shares of the Issuer's common stock. The 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.
F2	The beneficial ownership of Heng Fai 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 Chan; (b) 16,973,020 shares of common stock held by Heng Fai Chan directly; (c) 6,232,671 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of AIL; (d) 35,213,416 shares of common stock held by Alset EHome International Inc.; and (e) 21,366,177 shares of common stock held by AIL, a subsidiary of Alset EHome International Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset EHome International Inc., Global Biomedical Pte. Ltd., and Alset International Limited.

Content

On July 12, 2022, Alset International Limited ("AIL"), a majority owned subsidiary of Alset EHome International Inc. ("AEI"), was issued 21,366,177 shares of the common stock of DSS, Inc. (the "Issuer") pursuant to an assignment and assumption agreement (the "Agreement") between the Issuer and AIL dated February 25, 2022, as amended on July 12, 2022. Pursuant to the Agreement, as amended, 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. The consideration paid for the Note was 21,366,177 shares of the Issuer's common stock. The 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.

The beneficial ownership of Heng Fai 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 Chan; (b) 16,973,020 shares of common stock held by Heng Fai Chan directly; (c) 6,232,671 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of AIL; (d) 35,213,416 shares of common stock held by Alset EHome International Inc.; and (e) 21,366,177 shares of common stock held by AIL, a subsidiary of Alset EHome International Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset EHome International Inc., Global Biomedical Pte. Ltd., and Alset International Limited.