DSS, Inc. filed a Form 8-K with the SEC on September 21, 2026, disclosing that on September 15, 2026, it entered into a securities purchase agreement with related party Alset Inc., under which Alset loaned the company $500,000 in exchange for a convertible promissory note and warrants to purchase 8,000,000 shares of common stock.

Key Highlights

  • $500,000 loan: Alset Inc., a Texas corporation, loaned DSS, Inc. $500,000 pursuant to a securities purchase agreement dated September 15, 2026.
  • Convertible note terms: The note bears simple interest at 3% per annum, is payable upon demand, and matures five years from its date.
  • Conversion price: Alset may convert outstanding principal and interest into common stock at $0.50 per share upon notice prior to maturity.
  • Warrants issued: DSS issued warrants to purchase up to 8,000,000 shares of common stock at an exercise price of $0.55 per share, expiring on their fifth anniversary.
  • Stockholder approval required: The Transaction Documents require stockholder approval before the note can be converted or the warrants exercised.
  • Related-party transaction: DSS and Alset are related parties under the common control of Chairman Chan Heng Fai, who also serves as Chairman and Chief Executive Officer of Alset.
  • Board approval: The Transaction Documents were approved by the company's Board of Directors and Audit Committee.

DSS Inc. and Alset Inc. Enter Convertible Note Agreement with Related-Party Ties

According to the filing, DSS, Inc. (NYSE American:DSS) entered into a securities purchase agreement with Alset Inc. on September 15, 2026. Under the terms disclosed, Alset loaned DSS $500,000 in exchange for a convertible promissory note and warrants. The note is payable upon demand and accrues simple interest at 3% per annum. Alset holds the option to convert any outstanding principal and interest into shares of DSS common stock at $0.50 per share, provided it gives notice prior to the note's maturity date, which is five years from the date of issuance.

The filing also discloses that DSS issued warrants allowing Alset to purchase up to 8,000,000 shares of the company's common stock at an exercise price of $0.55 per share. These warrants expire on their fifth anniversary. The filing notes that neither the conversion of the note nor the exercise of the warrants may proceed without prior approval from the company's stockholders.

The filing characterizes this as a related-party transaction, disclosing that Alset holds a significant equity interest in DSS directly and through its subsidiaries. Chan Heng Fai serves as Chairman of DSS and as Chairman and Chief Executive Officer of Alset. Additionally, Chan Tung Moe, a director and Co-Chief Executive Officer of Alset, is also a director of DSS, as is Lim Sheng Hon Danny, a director and officer of Alset. Three of DSS's independent directors, Joanne Wong Hiu Pan, Wong Shui Yeung, and William Wu, are also directors of Alset. The filing states the Transaction Documents were approved by the company's Board of Directors and Audit Committee. The filing was signed by Jason Grady, Interim Chief Executive Officer of DSS, Inc.

What Was Disclosed

DSS, Inc. disclosed a $500,000 loan from related party Alset Inc., structured as a convertible promissory note at 3% simple interest with a $0.50 per share conversion price, and warrants for 8,000,000 shares at $0.55 per share, both subject to stockholder approval.