SEC Form SC 13D/A filed by DSS Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)

Heng Fai Ambrose Chan

c/o Alset International Limited

7 Temasek Boulevard #29-01B, Suntec Tower One

Singapore 038987

011 65 6333 9181

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

(1) The beneficial ownership of Heng Fai Ambrose Chan includes 60,033,659 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 Ambrose Chan; (b) 16,973,020 shares of common stock held by Heng Fai Ambrose Chan directly; (c) 6,232,671 shares of common stock held by Global Biomedical Pte. Ltd.; and (d) 35,213,416 shares of common stock held by Alset EHome International Inc. (“AEI”).

(2) Based on 117,650,995 shares of the common stock of the Issuer outstanding as of July 7, 2022.

(1) Based on 117,650,995 shares of the common stock of the Issuer outstanding as of July 7, 2022.

35,213,416 shares of the common stock of DSS, Inc. (the “Issuer”) are held directly by Alset EHome International Inc. and 6,232,671 shares of the common stock of the Issuer are held by Global Biomedical Pte. Ltd. Global Biomedical Pte. Ltd. is a subsidiary of an entity which is majority-owned by Alset EHome International Inc.

(1) Based on 117,650,995 shares of the common stock of the Issuer outstanding as of July 7, 2022.

This Amendment No. 17 on Schedule 13D amends and restates the statement on Schedule 13D, filed with the SEC on September 15, 2017, as amended by Amendment No. 1, filed with the SEC on July 6, 2018, Amendment No. 2, filed with the SEC on December 18, 2018, Amendment No. 3, filed with the SEC on February 20, 2019, Amendment No. 4, filed with the SEC on March 27, 2019, Amendment No. 5, filed with the SEC on June 11, 2019, Amendment No. 6, filed with the SEC on July 23, 2019, Amendment No. 7, filed with the SEC on November 5, 2019, Amendment No 8, filed with the SEC on March 4, 2020, Amendment No. 9, filed with the SEC on September 1, 2020, Amendment No. 10, filed with the SEC on October 26, 2020, Amendment No. 11, filed with the SEC on June 3, 2021, Amendment No. 12, filed with the SEC on June 25, 2021, Amendment No. 13, filed with the SEC on September 20, 2021, Amendment No. 14, filed with the SEC on March 15, 2022, Amendment No. 15, filed with the SEC on April 20, 2022, and Amendment No. 16, filed with the SEC on June 1, 2022, which relates to the common stock of the Issuer filed by Heng Fai Ambrose Chan.

This Amendment No. 17 is being filed to reflect that Alset EHome International Inc. has acquired 17,570,948 shares of the Issuer’s common stock.

Item 1. Security and Issuer

The title and class of equity securities to which this Amendment No. 17 to the Schedule 13D relates is the common stock, $0.02 par value per share, of DSS, Inc., a New York Corporation (the “Issuer”). The principal offices of the Issuer are located at 275 Wiregrass Pkwy, West Henrietta, NY 14586.

Item 3. Source and Amount of Funds or Other Considerations

Item 3 of the Schedule 13D is hereby amended to include the following:

On July 7, 2022, Alset EHome International Inc. (“AEI”) was issued 17,570,948 shares of common stock pursuant to a Stock Purchase Agreement (“SPA”) between the Issuer and AEI dated February 28, 2022. Pursuant to the SPA, AEI agreed to sell a subsidiary holding 44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital Holding Limited (for a total of 62,122,908 shares) in exchange for the 17,570,948 shares of the Issuer’s common stock.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to include the following:

Transactions with AEI and its Affiliates

AEI and the Issuer are presently parties to an agreement, which, upon closing, will result in the issuance of shares of the Issuer to AEI or its affiliates. Such agreement has been previously disclosed by each of AEI and the Issuer.

On February 25, 2022, the Issuer entered into an assignment and assumption agreement (the “Assumption Agreement”) with Alset International Limited (“AIL”), a majority owned subsidiary of AEI, pursuant to which the Issuer has 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 through May 15, 2022. The Note was issued by American Medical REIT, Inc., a Maryland corporation, pursuant to a subscription agreement, dated as of October 29, 2021 between AIL and American Medical REIT, Inc. The consideration to be paid for the Note will be 21,366,177 shares of the Issuer’s common stock (the “AMRE Transaction Shares”). The number of the Issuer’s shares to be issued as 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 Issuer’s stockholders have approved the issuance of the AMRE Transaction Shares. The closing of the Assumption Agreement and the issuance of the Issuer’s shares described above will be subject to the satisfaction or waiver of certain closing conditions that have not been satisfied or waived as of the date hereof.

Item 5. Interest in Securities of the Issuer

(a)-(b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c) None.

(d) None

(e) N/A

Item 7. Material to be Filed as Exhibits.

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.