SEC Form 3: New insider Alset International Ltd claimed ownership of 27,598,848 shares
$DSS
Containers/Packaging
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/12/2022 |
3. Issuer Name and Ticker or Trading Symbol
DSS, INC. [ DSS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 21,366,177 | D(1) | |
| Common Stock | 6,232,671 | I | See Footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. 21,366,177 shares of the common stock of DSS, Inc. (the "Issuer") are held directly by Alset International Limited ("AIL"). These shares were acquired on July 12, 2022 pursuant to an assignment and assumption agreement (the "Agreement") between the Issuer and AIL dated February 28, 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. |
| 2. 6,232,671 shares of the common stock of the Issuer are held by Global Biomedical Pte. Ltd., a subsidiary of AIL. |
| /s/ Alset International Limited by Heng Fai Ambrose Chan | 07/14/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||