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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)
|
DSS, INC. (Name of Issuer) |
Common Stock, par value $0.02 per share (Title of Class of Securities) |
26253C201 (CUSIP Number) |
Heng Fai Ambrose Chan 9 Temasek Boulevard #16-04, Suntec Tower, Singapore, U0, 038989 011 65 6333 9181 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/28/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 26253C201 |
| 1 |
Name of reporting person
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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,599,380.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
68.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The beneficial ownership of Heng Fai Ambrose Chan includes 6,599,380 shares of the Issuer's common stock, consisting of (a) 1,002,978 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Ambrose Chan; (b) 1,184,475 shares of common stock held by Heng Fai Ambrose Chan directly; (c) 311,634 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of Alset International Limited; (d) 2,581,268 shares of common stock and a convertible promissory note in the amount of $500,000 held by Alset Inc. and initially convertible into 581,395 shares of the Issuer's common stock; and (e) 1,068,309 shares of common stock held by Alset International Limited, a subsidiary of Alset Inc. (2) Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 26253C201 |
| 1 |
Name of reporting person
Alset Inc. | ||||||||
| 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
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,542,606.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Includes 2,581,268 shares of common stock and a convertible promissory note in the amount of $500,000 held by Alset Inc. and initially convertible into 581,395 shares of the Issuer's common stock; 311,634 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of Alset International Limited; and 1,068,309 shares of common stock held by Alset International Limited, a subsidiary of Alset Inc. (2) Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 26253C201 |
| 1 |
Name of reporting person
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
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
311,634.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.
SCHEDULE 13D
|
| CUSIP No. | 26253C201 |
| 1 |
Name of reporting person
Alset International Limited | ||||||||
| 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
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,379,943.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.02 per share |
| (b) | Name of Issuer:
DSS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
275 Wiregrass Pkwy, West Henrietta,
NEW YORK
, 14586. |
| Item 2. | Identity and Background |
| (a) | Heng Fai Ambrose Chan |
| (b) | c/o Alset International Limited, 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038987 |
| (c) | Chairman and Chief Executive Officer, Alset International Limited, 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038987 |
| (f) | Singapore |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 20, 2025, the Issuer issued a convertible promissory note to Alset Inc. in the amount of $500,000.00. Under the terms of the convertible promissory note, Alset Inc. may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of $0.86 per share, or if while the convertible promissory note is outstanding, the Issuer sells or issues any other convertible instruments on terms that differ from the convertible promissory note, the holder may elect to exchange the convertible promissory note for such convertible instrument based on the convertible promissory note's principal balance plus any accrued but unpaid interest.
On August 28, 2025, Mr. Chan sold 130,679 shares of the Issuer's common stock at an average sale price of $1.3475. The shares were sold in multiple trades at prices ranging between $1.23 and $1.565. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. | |
| Item 4. | Purpose of Transaction |
On August 20, 2025, the Issuer issued a convertible promissory note to Alset Inc. in the amount of $500,000.00. Under the terms of the convertible promissory note, Alset Inc. may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of $0.86 per share, or if while the convertible promissory note is outstanding, the Issuer sells or issues any other convertible instruments on terms that differ from the convertible promissory note, the holder may elect to exchange the convertible promissory note for such convertible instrument based on the convertible promissory note's principal balance plus any accrued but unpaid interest. This Amendment No. 22 to Schedule 13D/A amends Amendment No. 21, filed with the SEC on August 22, 2025, in order to provide additional clarity to the terms of the convertible promissory note.
On August 28, 2025, Mr. Chan sold 130,679 shares of the Issuer's common stock at an average sale price of $1.3475. The shares were sold in multiple trades at prices ranging between $1.23 and $1.565. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Heng Fai Ambrose Chan: 6,599,380, 68.2% Alset Inc.: 4,542,606, 47.0% Global Biomedical Pte. Ltd.: 311,634, 3.4% Alset International Limited: 1,379,943, 15.2% |
| (b) | Heng Fai Ambrose Chan: 6,164,664 Alset Inc.: 4,542,606 Global Biomedical Pte. Ltd.: 311,634 Alset International Limited: 1,379,943 |
| (c) | None. |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement between Heng Fai Chan, Global Biomedical Pte. Ltd. and Alset Inc., incorporated by reference to Amendment No. 13 to the Schedule 13D filed on September 20, 2021. |
| 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.
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