Current Report Filing (8-k)
20 Mai 2021 - 10:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 14, 2021
ALSET
EHOME INTERNATIONAL INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-39732
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83-1079861
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(State
of incorporation or
organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4800
Montgomery Lane, Suite 210
Bethesda,
Maryland 20814
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (301) 971-3940
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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AEI
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
On
May 14, 2021, Alset EHome International Inc., a Delaware corporation (the “Company”), borrowed S$7,395,472 Singapore Dollars
(equal to approximately $5,557,371 U.S. Dollars) (referred to herein as the “Loan”) from the Company’s Chairman, Chief
Executive Officer and major stockholder, Chan Heng Fai. The unpaid principal amount of the Loan shall be due and payable on May 14, 2022
and the Loan shall have no interest. In connection with the Loan, the Company issued a promissory note to Mr. Chan (the “Promissory
Note”).
A
copy of the Promissory Note is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See
Item 1.01 above regarding the Loan and the issuance of the Promissory Note.
Item
8.01. Other Events.
On
May 14, 2021, the Company used the proceeds of the Loan to exercise certain warrants held by the Company to purchase 154,072,333 shares
of the Company’s majority-owned subsidiary, Alset International Limited.
On
May 17, 2021, the Company paid S$37,894,063.20 Singapore Dollars (equal to approximately $28,475,719 U.S. Dollars) to exercise warrants
to purchase 789,459,650 shares of Alset International Limited at an exercise price of S$.048 Singapore Dollars (equal to approximately
$.036 U.S. Dollars) per share (such May 17, 2021 exercise, together with the May 14, 2021 exercise is referred to herein as the “Warrant
Exercises”). The proceeds of the Warrant Exercises have been received by Alset International Limited.
Prior
to these Warrant Exercises, the Company owned approximately 57.9% of Alset International Limited. Following the Warrant Exercises,
the Company now owns approximately 71.4% of Alset International Limited.
Mr.
Chan Heng Fai is both Chairman of the Board and the Chief Executive Officer of the Company and the Chairman and Chief Executive Officer
of its subsidiary Alset International Limited, as well as a significant shareholder of both the Company and Alset International Limited.
Mr. Chan owns 273,010,000 shares of Alset International Limited; following the Warrant Exercises, this represents approximately 9.3%
of the outstanding shares of Alset International Limited. In addition, Mr. Chan holds options to purchase 1,061,333 shares of Alset
International Limited.
Accordingly,
Mr. Chan recused himself from any deliberation or vote regarding the Loan and Warrant Exercises to purchase shares of Alset International
Limited. The Audit Committee of the Company’s Board of Directors reviewed, approved and determined that it is advisable and in
the best interests of the Company to complete the Warrant Exercises as described above.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ALSET
EHOME INTERNATIONAL INC.
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Date:
May 20, 2021
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By:
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/s/
Rongguo Wei
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Name:
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Rongguo
Wei
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Title:
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Co-Chief
Financial Officer
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