Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Company has not sold any unregistered shares during the period covered by this report or through May 13, 2022, however on January
−Removed: 27, 2022 the Company issued 10,000,000 shares to Chan Heng Fai.
−Removed: On December 13, 2021, the Company
−Removed: entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible promissory note in favor of
−Removed: Chan Heng Fai, in the principal amount of $6,250,000.
−Removed: The note could be converted in part or whole into common shares of the Company
−Removed: at the conversion price of $0.625 or into cash.
−Removed: The loan closed on January 26, 2022 after all closing conditions were met.
−Removed: Fai opted to convert all of the amount of such note into 10,000,000 shares of the Company’s common stock.
−Removed: Such restricted
−Removed: shares were issued pursuant to the exemption provided by Regulation D promulgated under the Securities Act of 1933, as amended.
−Removed: On January 17, 2022 the Company
−Removed: 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
−Removed: shares of Alset International for a purchase price $29,468,977 newly issued shares of the Company’s common stock.
−Removed: 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities purchase agreement pursuant to which the Company
−Removed: shall purchase these 293,428,200 ordinary shares of Alset International for a purchase price of $35,319,290 newly
−Removed: issued shares of the Company’s common stock.
−Removed: The closing of this transaction with Chan Heng Fai is subject to approval of the Nasdaq
−Removed: and the Company’s stockholders.
−Removed: These 293,428,200 ordinary shares of Alset International represent approximately 8.4% of the 3,492,713,362
−Removed: total issued and outstanding shares of Alset International.
−Removed: On January 24, 2022 the Company
−Removed: 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
−Removed: of the Company’s common stock for a purchase price of $0.3713 per share (for an aggregate purchase price of $13,000,000).
−Removed: On February 28, 2022 the Company entered into an agreement with Chan Heng Fai to terminate this stock purchase agreement.
+Added: January 17, 2022 the Company entered into a securities purchase agreement with Chan Heng Fai, the Company’s Chairman, Chief Executive
+Added: Officer and largest stockholder, pursuant to which the Company agreed to purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset
+Added: International for a purchase price of 29,468,977 newly issued shares of the Company’s common stock.
+Added: On February 28, 2022, the Company
+Added: and Chan Heng Fai entered into an amendment to this securities purchase agreement pursuant to which the Company agreed to purchase these
+Added: 293,428,200 ordinary shares of Alset International for a purchase price of 35,319,290 newly issued shares of the Company’s common
+Added: The closing of this transaction was subject to the approval of the Nasdaq and the Company’s stockholders.
+Added: These 293,428,200
+Added: ordinary shares of Alset International represent approximately 8.4% of the total issued and outstanding shares of Alset International.
+Added: June 6, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”).
+Added: At the Special Meeting, the stockholders
+Added: approved the issuance of 35,319,290 newly issued shares of the Company’s common stock in connection with the purchase of 293,428,200
+Added: ordinary shares of Alset International Limited in accordance with NASDAQ Listing Rule 5635(a).
+Added: The transaction was completed on July
+Added: In connection with the issuance of these securities, the Company relied upon the exemption from registration provided by Section
+Added: 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
Defaults Upon Senior Securities
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.