Alset Inc. current report, 25 February 2022

Vollständiges Dokument

Business Context and Reporting Period

Alset EHome International Inc. filed a Form 8-K dated February 25, 2022, reporting a material definitive agreement. The filing concerns a proposed transaction by its majority-owned subsidiary, Alset International Limited (AIL), and does not provide periodic operating results.

Material Transaction and Key Financial Terms

  • AIL entered into an assignment and assumption agreement with DSS, Inc. for the sale of a convertible promissory note issued by American Medical REIT, Inc.
  • The note has a principal amount of $8.35 million.
  • Accrued but unpaid interest was stated as $367,400 through May 15, 2022, producing aggregate stated consideration of $8.7174 million.
  • Consideration is expected to consist of 21,366,177 shares of DSS common stock, calculated at $0.408 per share.
  • The share count may be adjusted for additional accrued interest if closing occurs on a date other than the anticipated May 15, 2022 closing date.

Cash Flow, Liquidity, Debt, and Profitability

The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other periodic financial metrics. The transaction is structured as an exchange of the note for DSS equity; the filing does not state that Alset will receive cash proceeds.

Conditions, Outlook, and Risks

  • Closing and issuance of DSS shares are subject to approval by NYSE American and DSS shareholders.
  • The transaction remains subject to closing conditions and may not be completed as described.
  • The value of the consideration will depend on the market value and liquidity of DSS common stock and the final share count.
  • The filing does not provide management guidance or broader operating outlook.
  • The filing reports accrued interest through a date after the February 25 filing date, reflecting an anticipated closing date rather than a completed transaction.

Important Facts to Verify

  • Whether NYSE American and DSS shareholder approvals were obtained.
  • Whether the transaction closed and the final number of DSS shares issued.
  • The final accrued interest amount and any resulting adjustment to the share consideration.
  • How Alset and AIL subsequently accounted for the note, DSS shares, and any gain or loss.
  • The market value, resale restrictions, and potential dilution associated with the DSS shares received.