DSS, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

DSS

Item 1.01 Entry into a Material Definitive Agreement.

On January 18, 2022, DSS, Inc. (the "Company") entered into a stock purchase agreement (the "AIL Subscription Agreement") with its shareholder Alset EHome International Inc. ("AEI"), which currently owns 15.24% of the Company's outstanding shares of common stock, pursuant to which AEI sold to the Company 877,248,065 ordinary shares, no par value per share, of Alset International Limited for a purchase price of 59,979,582 newly issued shares of the Company's common stock. Following the closing of this transaction, AEI will own 55.52% of the Company's outstanding shares of common stock and will be the majority shareholder of the Company.

On January 18, 2022, the Company entered into a stock purchase agreement (the "True Partners Subscription Agreement") with AEI, pursuant to which AEI sold to the Company 100% of the shares of common stock of its wholly owned subsidiary True Partner International Limited (HK) ("TP"), and all of TP's 62,122,908 ordinary shares of True Partner Capital Holding Limited, for a purchase price of 11,397,080 newly issued shares of the Company's common stock.

These transaction are with AEI, a related party. Mr. Heng Fai Ambrose Chan is the largest beneficial shareholder of AEI and the Chairman of both AEI and DSS.

The closings of these transactions is subject to approval of the NYSE and the Company's stockholders.

The foregoing summary of the AEI Subscription Agreement and the True Partners Subscription Agreement are qualified in their entirety by reference to the full text of the AEI Subscription Agreement and the True Partners Subscription Agreement, 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.

On January 19, 2022 the Company issued a press release announcing its entry into the AIL Subscription Agreement and True Partners Subscription Agreement. A copy of this press release is attached as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

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