AEI Alset Inc

Item 1.01 Entry into a Material Definitive Agreement.

On February 25, 2022, Alset International Limited (“AIL”), a majority-owned subsidiary of Alset EHome International Inc., entered into an assignment and assumption agreement (the “Assumption Agreement”) with DSS, Inc. (“DSS”) pursuant to which DSS 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 DSS’s common stock. The number of DSS 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 number of shares of DSS common stock to be issued as consideration may be adjusted based on the accrued interest if the parties should agree to close this transaction on a date other than the anticipated date of May 15, 2022.

The closing of the Assumption Agreement and the issuance of the DSS shares described above will be subject to the approval of the NYSE American and DSS’s shareholders.

The foregoing summary of the Assumption Agreement and the Note are qualified in their entirety by reference to the full text of the Assumption Agreement and the Note, a copy of each is filed herewith as Exhibit 10.1 and Exhibit 10.2 respectively, to this Current Report on Form 8-K and incorporated herein by reference.