1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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)
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
42,462,711(1) |
8 |
SHARED
VOTING POWER:
|
9 |
SOLE
DISPOSITIVE POWER:
42,462,711(1) |
10 |
SHARED
DISPOSITIVE POWER:
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,462,711(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4%(2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
(1)
The beneficial ownership of Heng Fai Ambrose Chan includes 42,462,711 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) 17,642,468 shares of
common stock held by Alset EHome International Inc. (“AEI”).
(2)
Based on 100,080,047 shares of the common stock of the Issuer outstanding as of May 26, 2022.
1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alset
EHome International Inc. (“AEI”) |
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)
WC |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
23,875,139 |
8 |
SHARED
VOTING POWER:
|
9 |
SOLE
DISPOSITIVE POWER:
23,875,139 |
10 |
SHARED
DISPOSITIVE POWER:
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,875,139 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%(1) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
(1)
Based on 100,080,047 shares of the common stock of the Issuer outstanding as of May 26, 2022.
17,642,468
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 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
Republic
of Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
6,232,671 |
8 |
SHARED
VOTING POWER:
|
9 |
SOLE
DISPOSITIVE POWER:
6,232,671 |
10 |
SHARED
DISPOSITIVE POWER:
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,232,671 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%(1) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
(1)
Based on 100,080,047 shares of the common stock of the Issuer outstanding as of May 26, 2022.
This
Amendment No. 16 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, and Amendment No. 15, filed
with the SEC on April 20, 2022, which relates to the common stock of the Issuer filed by Heng Fai Ambrose Chan.
This
Amendment No. 16 is being filed to reflect that Heng Fai Ambrose Chan has acquired 15,389,995 shares of the Issuer’s common stock.
Item
1. Security and Issuer
The
title and class of equity securities to which this Amendment No. 16 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
May 25, 2022, Heng Fai Ambrose Chan was issued 15,389,995 shares of common stock pursuant to his employment agreement. Such shares were
issued as payment of base salary and a performance bonus due under such employment agreement.
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 two agreements, which, upon closing, will result in the issuance of shares of the Issuer to AEI
or its affiliates. Such agreements have 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.
On
February 28, 2022, the Issuer entered into a Stock Purchase Agreement with AEI, pursuant to which AEI has 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 17,570,948 shares of the Issuer’s common stock (the
“True Partner Transaction Shares”). The Issuer’s stockholders have approved the issuance of the True Partner Transaction
Shares. The issuance of the True Partner Transaction Shares will be subject to the satisfaction or waiver of certain closing conditions
that have not been satisfied or waived as of the date hereof.
The consummation of the transactions described above will result in a change in control for the Issuer.
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.
Dated:
June 1, 2022 |
/s/
Heng Fai Ambrose Chan |
|
Name: |
Heng
Fai Ambrose Chan |
|
|
|
|
Alset
EHome International Inc. |
|
|
|
|
/s/
Heng Fai Ambrose Chan |
|
Name: |
Heng
Fai Ambrose Chan |
|
Title: |
Chief
Executive Officer |
|
|
|
|
Global
Biomedical Pte. Ltd. |
|
|
|
|
/s/
Heng Fai Ambrose Chan |
|
Name: |
Heng
Fai Ambrose Chan |
|
Title: |
Director |