Filing Analysis
Alset Inc. entered into a securities purchase agreement with DSS, Inc., involving a $1,000,000 loan in exchange for a convertible promissory note and warrants. The transaction is highly significant due to the extensive overlap of directors and officers between Alset and DSS, classifying it as a related-party transaction.
🚩 Red Flags
- Extensive related-party involvement: The Chairman/CEO, Co-CEO, and multiple directors of Alset also serve as directors or officers of DSS.
- Potential conflict of interest regarding the $1M loan to a company controlled by the same individuals.
- The Note is 'payable upon demand,' which creates liquidity risk for the borrower (DSS) but immediate potential volatility for the lender's asset value.
📋 Key Facts
- On June 23, 2026, Alset Inc. loaned $1,000,000 to DSS, Inc.
- In exchange, Alset received a convertible promissory note and warrants for 17,777,776 shares of DSS common stock.
- The Note is payable upon demand with a 3% simple interest rate per annum.
- Conversion price of the Note is $0.45 per share (subject to stockholder approval).
- Warrants have an exercise price of $0.50 per share and expire in three years.
- The transaction requires DSS stockholder approval prior to conversion or exercise.
Alset Inc. has mutually agreed to terminate a material agreement to sell its 99.55% stake in Hapi Metaverse Inc. to its majority-owned subsidiary, HWH International Inc. The original deal, valued at approximately $19.9 million, was to be settled via a five-year convertible promissory note.
🚩 Red Flags
- Related-party transaction: The deal was between the company and its own majority-owned subsidiary.
- Abrupt reversal: The agreement was terminated only three months after the initial signing without a specific strategic explanation beyond 'best interests'.
📋 Key Facts
- The termination agreement was signed on May 6, 2026, cancelling the Stock Purchase Agreement dated February 5, 2026.
- The cancelled transaction involved the sale of 505,341,376 shares of Hapi Metaverse Inc. for $19,910,603.00.
- The consideration was originally a convertible note with a 1% annual interest rate and a conversion price of $1.85 per share.
- Alset Inc. owns a majority of the common stock of the counterparty, HWH International Inc.
- No penalties or fees were paid by either party in connection with the termination.
Alset Inc.'s subsidiary is lending $2.45 million to DSS, Inc., a related party under common control of Alset's Chairman and CEO, Chan Heng Fai. The transaction involves a convertible promissory note and warrants, creating significant inter-company financial exposure between entities with overlapping boards.
🚩 Red Flags
- Extreme board overlap: The Chairman/CEO, Co-CEO, and three 'independent' directors all serve on the boards of both the lender (Alset) and the borrower (DSS).
- Related-party transaction: Cash is being moved from Alset to another entity controlled by the same Chairman.
- Potential conflict of interest: While the Chairman recused himself, the remaining 'independent' directors approving the deal also sit on the borrower's board.
📋 Key Facts
- Alset International Limited (AIL) will loan $2,450,000 to DSS, Inc.
- The Note carries a 3% annual interest rate and a 5-year maturity.
- AIL can convert the debt into DSS common stock at $0.74 per share.
- AIL received warrants to purchase 16,554,055 shares of DSS at $0.93 per share.
- Chan Heng Fai serves as Chairman and CEO of Alset and Chairman of DSS.
- Six total board members or officers have overlapping roles at both Alset and DSS.
- The transaction is contingent upon the approval of DSS stockholders.
Alset Inc. entered into a definitive agreement to sell 99.55% of Hapi Metaverse Inc. to HWH International Inc., a majority-owned subsidiary of Alset, for $19,910,603 in the form of a convertible promissory note.
🚩 Red Flags
- Related-party transaction: The buyer (HWH International Inc.) is a majority-owned subsidiary of the registrant (Alset Inc.).
- Potential dilution/Debt issuance: Payment is via a convertible promissory note rather than cash, which will result in the issuance of new shares of the Buyer's common stock.
- Complex structure: The transaction involves selling nearly all equity of a subsidiary to another entity controlled by the parent.
📋 Key Facts
- Sale involves 505,341,376 shares of Hapi Metaverse Inc. (99.55% ownership).
- Transaction value is $19,910,603 via a convertible promissory note.
- The Convertible Note bears a simple interest rate of 1% per annum.
- Conversion price set at $1.85 per share upon notice or maturity in 5 years.
- HWH International Inc. (the Buyer) is a majority-owned subsidiary of Alset Inc.
- Transaction requires approval by the stockholders of the Buyer.
Alset Inc. held its 2025 Annual Meeting of Stockholders on December 4, 2025. The meeting resulted in the election of seven directors and the ratification of HTL International, LLC as the company's independent auditor for the fiscal year ending December 31, 2025.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Annual Meeting held on December 4, 2025.
- Quorum was established with 37,443,660 shares represented (out of 39,078,498 outstanding).
- Seven nominees for the Board of Directors were elected to serve until the next annual meeting.
- Stockholders ratified the appointment of HTL International, LLC as independent registered public accounting firm for the year ending Dec 31, 2025.
Alset Inc. has amended its existing stock repurchase program to authorize an additional $1,000,000 in share buybacks. The program is scheduled to run through December 31, 2025.
📋 Key Facts
- Board approved increase to the existing stock repurchase program on September 29, 2025.
- Additional authorization amount: $1,000,000 of common stock.
- The company has previously repurchased 284,462 shares for approximately $392,000.
- Repurchase program expiration date: December 31, 2025.
- Total common stock outstanding as of September 29, 2025: 39,117,324 shares.
Alset Inc. completed the acquisition of New Energy Asia Pacific Inc. (NEAPI) via a $83 million convertible note from its Chairman and CEO, Chan Heng Fai. The transaction resulted in the immediate conversion of the entire debt into 27,666,667 restricted shares issued to the CEO.
🚩 Red Flags
- Related-party transaction: The acquisition was conducted with the company's Chairman, CEO, and largest stockholder (Chan Heng Fai).
- Significant dilution: The conversion of an $83M note into over 27 million shares represents a massive issuance of equity to a single insider.
- Conflict of interest: Both the CEO (Chan Heng Fai) and Co-CFO (Lui Wai Leung Alan) serve on the Board of Directors of the acquired entity, New Energy.
📋 Key Facts
- Acquisition of NEAPI completed on July 23, 2025.
- Purchase price was $83,000,000 via a promissory note with 1% simple interest.
- The entire $83M Convertible Note was converted into 27,666,667 restricted shares of common stock on July 23, 2025.
- NEAPI owns 41.5% of New Energy Company Limited (Hong Kong), a distributor of electric vehicles and charging stations.
- The conversion occurred at a rate resulting in the issuance of restricted shares under Section 4(a)(2) exemption.
Alset Inc. announced on July 17, 2025, that it has regained compliance with Nasdaq's minimum $1.00 bid price requirement. This follows a period of non-compliance that threatened the company's listing status.
🚩 Red Flags
- History of falling below Nasdaq's minimum bid price requirement, indicating high volatility or significant downward pressure on share price.
- Risk remains regarding the ability to maintain compliance in the future.
📋 Key Facts
- The Company received notice from Nasdaq Listing Qualifications Staff on July 17, 2025.
- The Company has regained compliance with the $1 minimum bid price requirement.
- Nasdaq noted there is no guarantee that compliance will be maintained in the future.
Alset Inc. announced the dismissal of its independent auditor, Grassi & Co., CPAs, P.C., and the simultaneous engagement of HTL International, LLC for the fiscal year ending December 31, 2025.
🚩 Red Flags
- Sudden dismissal of an auditor mid-fiscal year can sometimes precede restatements or disagreements, though the company explicitly denies such issues in this filing.
- Change in auditors during a fiscal year may lead to delays in subsequent 10-Q or 10-K filings if the transition is complex.
📋 Key Facts
- Dismissal of Grassi & Co., CPAs, P.C. effective July 2, 2025.
- Engagement of HTL International, LLC as the new independent auditor for fiscal year ending Dec 31, 2025.
- The Company states there were no disagreements with Grassi regarding accounting principles, practices, or auditing scope.
- Grassi's previous audit reports (FY 2023 and FY 2024) did not contain adverse opinions, disclaimers, or qualifications.
Alset Inc. announced that its Board of Directors has approved a new stock repurchase program. The program authorizes the company to repurchase up to $1,000,000 of its common stock through December 31, 2025.
📋 Key Facts
- Repurchase authorization amount: $1,000,000
- Expiration date for program: December 31, 2025
- Shares outstanding as of June 23, 2025: 11,735,119 shares
- The repurchase will be conducted via an authorized broker with discretion over timing and size.
Alset Inc. entered into a Stock Purchase Agreement to acquire New Energy Asia Pacific Inc. (NEAPI) from its Chairman and CEO, Chan Heng Fai, for $83 million via a convertible promissory note. The transaction involves significant related-party interest as the seller is the company's largest stockholder and executive.
🚩 Red Flags
- Related-party transaction with the CEO, Chairman, and largest stockholder
- Significant dilution risk due to a $83M convertible note at a fixed conversion price ($3.00)
- Potential conflict of interest despite recusal protocols
- Large debt obligation ($83M) for a micro-cap company
📋 Key Facts
- Transaction date: May 22, 2025
- Purchase price: $83,000,000 via a convertible promissory note
- Note terms: 1% annual interest; conversion at $3.00 per share upon notice or maturity in 5 years
- Target asset: All outstanding shares of NEAPI (which owns 41.5% of New Energy)
- Approval status: Approved by Audit and Board committees; subject to majority shareholder approval
- Recusal: Seller (Chairman/CEO) and his son (Board member) recused themselves from voting
Alset Inc. received a notification from Nasdaq stating the company is in violation of the minimum bid price requirement after its stock closed below $1.00 for 30 consecutive trading days. The company has until November 10, 2025, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice for failure to meet minimum bid price requirement.
- Potential necessity of a reverse stock split to regain compliance.
- Risk of delisting from the Nasdaq Capital Market.
📋 Key Facts
- Received Nasdaq notification on May 13, 2025.
- Violation of Nasdaq Marketplace Rule 5550(a)(2) due to closing bid price below $1.00 for 30 consecutive trading days.
- Compliance period expires November 10, 2025 (180 calendar days from notification).
- To regain compliance via a second compliance period, the company may need to effect a reverse stock split if it meets other market value requirements.
Alset Inc. has amended a term sheet to acquire New Energy Asia Pacific Inc. (NEAPI) from its Chairman, CEO, and largest stockholder, Chan Heng Fai. The transaction value has been reduced from $103.75 million to $83 million, to be paid via a 5-year convertible promissory note.
🚩 Red Flags
- Related-party transaction involving the CEO/Chairman/Largest Stockholder.
- Significant dilution risk via a large convertible note ($83M) that converts at a fixed price of $3.00 per share.
- The acquisition is being funded through debt (promissory note) rather than cash, increasing leverage.
📋 Key Facts
- Transaction date: May 8, 2025 (Amended Term Sheet).
- Seller: Chan Heng Fai (Chairman, CEO, and largest stockholder).
- Target Asset: All outstanding shares of New Energy Asia Pacific Inc. (NEAPI), which owns 41.5% of New Energy Limited.
- Purchase Price: Reduced from $103,750,000 to $83,000,000.
- Payment Method: Convertible promissory note with a 1% annual interest rate.
- Conversion Terms: Seller may convert at $3.00 per share upon 10 days' notice prior to maturity (5 years) or automatic conversion at maturity.
- Governance: The Seller and his son (Board member Chan Tung Moe) recused themselves from voting on the deal; Audit Committee and Board approved.
Alset Inc. announced a significant equity award to its Chairman and CEO, Chan Heng Fai, consisting of 1,000,000 restricted shares. The grant is part of the company's newly adopted 2025 Incentive Compensation Plan.
🚩 Red Flags
- Large equity grant to a key insider (CEO/Chairman) may lead to future dilution.
📋 Key Facts
- Date of event: April 15, 2025
- Recipient: Chan Heng Fai (Chairman and CEO)
- Award amount: 1,000,000 restricted shares of common stock
- Restriction period: Shares cannot be sold, assigned, or transferred until April 15, 2026
- Basis for award: Compensation for services rendered under the 2025 Incentive Compensation Plan adopted March 17, 2025
Alset Inc. completed a registered direct offering of 1,500,000 shares at $1.00 per share to accredited investors. The company raised approximately $1.2 million in net proceeds to be used for working capital and general corporate purposes.
🚩 Red Flags
- Dilutive event: Issuance of 1.5 million new shares will dilute existing shareholders.
📋 Key Facts
- Offering size: 1,500,000 shares of common stock.
- Price per share: $1.00.
- Net proceeds: Approximately $1,200,000 after fees and expenses.
- Placement Agent: Aegis Capital Corp. (7% cash fee).
- Closing date: January 3, 2025.
- Use of proceeds: Working capital and general corporate purposes.
Alset Inc. entered into a stock purchase agreement to acquire 820,597 shares of DSS, Inc. common stock for $800,000 ($0.9749 per share). The transaction involves significant related-party interests as the Company's CEO and majority stockholder serves as Executive Chairman of the target company.
🚩 Red Flags
- Related-party transaction: The CEO/Majority Stockholder of Alset Inc. holds a leadership role and significant ownership in the target company (DSS, Inc.).
- Potential conflict of interest regarding the valuation and necessity of the acquisition.
📋 Key Facts
- Date of agreement: December 10, 2024
- Total purchase price: $800,000
- Shares to be acquired: 820,597 newly issued shares of DSS common stock
- Price per share: $0.9749
- Heng Fai Chan is the Company's Chairman, CEO, and majority stockholder.
- Heng Fai Chan also serves as Executive Chairman and a significant stockholder of DSS, Inc.
Alset Inc. held its 2024 Annual Meeting of Stockholders on December 5, 2024. The meeting resulted in the election of seven directors and the ratification of Grassi & Co., CPAs, P.C. as the independent auditor for the fiscal year ending December 31, 2024.
📋 Key Facts
- Annual Meeting held on December 5, 2024.
- Seven nominees were elected to the Board of Directors: Chan Heng Fai, Wong Tat Keung, William Wu, Wong Shui Yeung, Lim Sheng Hon Danny, Joanne Wong Hiu Pan, and Chan Tung Moe.
- Stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as independent auditors for the year ending Dec 31, 2024.
- Quorum was established with 7,385,549 shares represented (approx. 80% of outstanding shares).
Alset Inc. entered into a stock purchase agreement to acquire an additional 4,411,764 shares of HWH International Inc. at $0.68 per share. This transaction increases Alset's ownership in HWH from 86.6% to 88.8%, involving significant related-party overlap between the two entities.
🚩 Red Flags
- Significant related-party transaction involving the CEO/Chairman.
- Increased concentration of ownership in a subsidiary controlled by the same management team.
- Potential for conflict of interest given that Alset's Chairman is also HWH's Chairman.
📋 Key Facts
- Date of agreement: November 25, 2024.
- Transaction type: Purchase of 4,411,764 shares of HWH common stock.
- Purchase price: $0.68 per share.
- Ownership change: Alset's stake in HWH increases from 86.6% to 88.8%.
- Related party status: Chan Heng Fai is Chairman/CEO of Alset and Chairman of HWH; other board members hold dual roles.
Alset Inc. has closed a transaction to purchase 6,500,000 shares of HWH International Inc. from its own subsidiary, Alset International Limited. The acquisition was funded via a $4,095,000 secured promissory note issued to the subsidiary.
🚩 Red Flags
- Related-party transaction: The company is issuing debt (secured promissory note) to its own subsidiary to acquire shares of another entity controlled by the same management.
- Significant concentration of control: Chairman/CEO Chan Heng Fai and his son Moe Chan hold key leadership roles across Alset Inc., Alset International Limited, and HWH International Inc.
- Potential for conflict of interest: The transaction involves shifting assets and debt between entities under common control.
📋 Key Facts
- Transaction closed on November 20, 2024.
- Company purchased 6,500,000 shares of HWH International Inc. from Alset International Limited (85.7% owned by Alset Inc.).
- Consideration provided is a secured promissory note for $4,095,000 principal amount.
- Promissory Note bears 5% interest per annum and matures on September 26, 2026.
- The transaction was contingent upon stockholder approval from Alset International Limited, which occurred on November 18, 2024.
Alset Inc. announced the closing of a sale involving 72 residential lots in Magnolia, Texas, for a total net amount of approximately $3.9 million. The buyer was Century Land Holdings of Texas, LLC.
🚩 Red Flags
- Related-party transaction: The Seller (CCM Black Oak Ltd.) is an indirect, majority-owned subsidiary of the Company via LiquidValue Development Inc. and Alset International Limited.
📋 Key Facts
- Sale closed on October 10, 2024.
- Asset sold: 72 single-family detached residential lots in 'Lakes at Black Oak', Magnolia, Texas.
- Total net proceeds (purchase price and community enhancement fees minus expenses) approximately $3.9 million.
- The seller was CCM Black Oak Ltd., a majority-owned subsidiary of Alset Inc.
Alset Inc. entered into a material agreement to purchase 6.5 million shares of HWH International Inc. from its majority-owned subsidiary, Alset International Limited, via a $4.095 million secured promissory note. The transaction involves significant related-party interests involving the Company's Chairman and CEO.
🚩 Red Flags
- Significant related-party transaction involving the Chairman and CEO (Chan Heng Fai) across all three entities.
- Complex circular financing structure: The parent company is issuing debt to its subsidiary to buy shares in a company controlled by that same subsidiary.
- Potential dilution for existing shareholders due to the issuance of over 6 million new HWH common shares via debt conversion.
📋 Key Facts
- Alset Inc. to purchase 6,500,000 shares of HWH International Inc. from Alset International Limited (a majority-owned subsidiary).
- Consideration is a secured promissory note for $4,095,000.00.
- Promissory Note features a 5% annual interest rate and matures on September 26, 2026.
- HWH International Inc. is a Nasdaq-listed company controlled by Alset Inc. through its subsidiary.
- Chan Heng Fai serves as Chairman/CEO of Alset Inc., Chairman/CEO of Alset International Limited, and Chairman of HWH.
- Concurrent debt conversion: HWH is converting $3,801,759 in total debt into 6,034,537 new shares at a price of $0.63 per share.
Alset Inc. entered into a Securities Purchase Agreement to acquire a 13.9% stake in DSS Inc. (NYSE-listed) from its Chairman and CEO, Chan Heng Fai, and his holding company.
🚩 Red Flags
- Related-party transaction involving the Chairman and CEO (Chan Heng Fai)
- Significant dilution potential due to the issuance of over 3.3 million new common shares
- Transaction involves a family member (Chan Tung Moe) on the Board, though recusal was noted
📋 Key Facts
- Transaction Date: May 21, 2024
- Acquisition Target: 982,303 shares of DSS Inc. (NYSE-listed)
- Ownership Stake: Approximately 13.9% of DSS Inc.
- Consideration: Issuance of 3,316,488 shares of Alset Inc. common stock to the sellers
- Sellers: Chan Heng Fai (Chairman/CEO) and Heng Fai Holdings Limited (wholly owned by Mr. Chan)
- Pricing Basis: Market closing prices as of May 3, 2024
- Conditions: Subject to stockholder approval and Nasdaq non-objection
Alset Inc. received a notice from Nasdaq stating the company's stock price has been below $1 for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2). The company has until October 12, 2024, to regain compliance by maintaining a minimum bid price of $1.00 for ten consecutive business days.
🚩 Red Flags
- Delisting notice received from Nasdaq.
- Stock price has been below the minimum $1 requirement for 30 consecutive business days.
- Risk of delisting if compliance is not met by October 2024.
📋 Key Facts
- Received written notice from Nasdaq Staff on April 15, 2024.
- Violation of Bid Price Requirement (Nasdaq Listing Rule 5550(a)(2)).
- Compliance deadline is October 12, 2024 (180-day grace period).
- To regain compliance, the stock must close at $1 or higher for 10 consecutive business days.
Alset Inc. announced the immediate resignation of Chief Operating Officer Anthony S. Chan on March 10, 2024. The departure is cited as being for personal reasons and not due to any disagreement with the company.
🚩 Red Flags
- Immediate resignation of a C-suite officer (COO) can sometimes signal internal friction, though the filing explicitly denies this.
📋 Key Facts
- Anthony S. Chan resigned as COO effective March 10, 2024.
- The resignation was for 'personal reasons'.
- The Company explicitly stated the departure is not due to a disagreement.
- Mr. Chan will continue to serve as a consultant to Alset Inc.
Alset Inc. announced the consummation of a business combination (merger) between its subsidiary Alset Capital Acquisition Corp. and HWH International Inc. As a result, the surviving entity is now named HWH International Inc.
📋 Key Facts
- Merger effective date: January 9, 2024
- The merger involved Alset Capital Acquisition Corp. and HWH International Inc.
- Total consideration paid to HWH shareholders was 12,500,000 shares of New HWH common stock
- Alset International Limited received 10,900,000 shares as consideration for its stake in HWH
- New HWH (formerly Alset Capital) has 16,223,246 shares of common stock issued and outstanding
- The Sponsor and Alset International Limited together own 13,577,375 shares of New HWH common stock
- Sponsor holds warrants convertible into up to 236,875 shares of New HWH common stock