Alset Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company has not sold any unregistered shares during the period covered by this report or through May 13, 2022, however on January 27, 2022 the Company issued 10,000,000 shares to Chan Heng Fai. On December 13, 2021, the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible promissory note in favor of Chan Heng Fai, in the principal amount of $6,250,000. The note could be converted in part or whole into common shares of the Company at the conversion price of $0.625 or into cash. The loan closed on January 26, 2022 after all closing conditions were met. Chan Heng Fai opted to convert all of the amount of such note into 10,000,000 shares of the Company’s common stock. Such restricted shares were issued pursuant to the exemption provided by Regulation D promulgated under the Securities Act of 1933, as amended. On January 17, 2022 the Company entered into securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price $29,468,977 newly issued shares of the Company’s common stock. On February 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities purchase agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase price of $35,319,290 newly issued shares of the Company’s common stock. The closing of this transaction with Chan Heng Fai is subject to approval of the Nasdaq and the Company’s stockholders. These 293,428,200 ordinary shares of Alset International represent approximately 8.4% of the 3,492,713,362 total issued and outstanding shares of Alset International. On January 24, 2022 the Company entered into stock purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to issue to Chan Heng Fai 35,012,120 shares of the Company’s common stock for a purchase price of $0.3713 per share (for an aggregate purchase price of $13,000,000). On February 28, 2022 the Company entered into an agreement with Chan Heng Fai to terminate this stock purchase agreement. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable.