What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-31 · 28 added, 156 removed, 27 unchanged (87% of the section changed)

Market for Company’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

November 24, 2020, the principal market on which our common stock is traded is the Nasdaq Capital Market.

November 24, 2020, the principal market on which our common stock trades is the Nasdaq Capital Market.

The Company’s common

stock initially traded under the symbol “HFEN.” In connection with our name change from “HF Enterprises Inc.”

to “Alset EHome International Inc.”, our symbol was changed to “AEI.”

to “Alset EHome International Inc.”, and later to “Alset Inc.”, our symbol was changed to “AEI.”

to our listing on the Nasdaq Capital Market, there was no public trading market for our securities.

of March 31, 2023, the Company had six shareholders of record.

Such number does not include shareholders holding shares

in nominee or “street name”.

Such number does not include shareholders holding shares in nominee or

“street name”.

inception, we have not paid any dividends on our common stock.

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our 2018 Incentive Compensation Plan (the “Plan”), adopted by our board of directors and holders of a majority of our outstanding

shares of common stock in September 2018, 500,000 shares of common stock (subject to certain adjustments) were reserved for issuance

upon exercise of stock options and grants of other equity awards.

shares of common stock in September 2018, 25,000 shares of common stock (subject to certain adjustments) were reserved for issuance upon

exercise of stock options and grants of other equity awards.

No options or other equity awards have been granted under the Plan.

The reservation of shares under the Incentive Compensation Plan was cancelled in May of 2021.

reservation of shares under the Incentive Compensation Plan was cancelled in May 2021.

applicable to smaller reporting companies.

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use of proceeds from registered securities

January 19, 2021, the Company issued 10,000 shares of its common stock for public relations services.

Such securities were not registered

under the Securities Act of 1933 and were issued pursuant to the exemption under Section 4(2) of the Securities Act.

November 23, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.,

as representative of the underwriters (“Aegis”), pursuant to which the Company agreed to sell to the underwriters in a firm

commitment underwritten public offering (the “Offering”) an aggregate of 2,160,000 shares of the Company’s common stock,

par value $0.001 per share (the “Common Stock”), at an initial public offering price of $7.00 per share (the transaction

contemplated by the Underwriting Agreement is the “Offering”).

The Offering was made pursuant to the Company’s registration

statement on Form S-1 (File Number 333-235693), which was declared effective on November 12, 2020.

Aegis had a 60-day over-allotment

option to purchase up to an additional 324,000 shares of Common Stock at $6.475 per share under the Underwriting Agreement.

closed on November 27, 2020 for gross proceeds of $15,120,000.

The Offering was the Company’s initial public offering and the Company’s

common shares commenced trading on The Nasdaq Capital Market on November 24, 2020 under the symbol “HFEN.” Also, under the

terms of the Underwriting Agreement, the Company, upon closing of the Offering, issued to Aegis a warrant (the “Representative’s

Warrant”) to purchase an aggregate of 108,000 shares of common stock (5% of the total shares issued in the Offering).

The Representative’s

Warrant is exercisable at a per share price of $9.80 (equal to 140% of the initial public offering price of the Common Stock) and is

exercisable at any time and from time to time, in whole or in part, during the three-year period commencing from the date of issuance.

Aegis acted as lead book-running manager for the Offering and Westpark Capital, Inc.

acted as co-manager.

net proceeds to the Company from the Offering, after deducting the underwriting discount, underwriters’ fees and expenses and other

expenses of the Offering, were approximately $13.2 million.

Out of the net proceeds of $13.2 million, approximately $8.5 million were

used to exercise warrants to purchase shares of Alset International.

Accordingly, such funds will be used by Alset International.

million was used to purchase shares of Alset International from our founder, Chan Heng Fai, to increase our ownership of Alset International.

In addition, approximately $1,000,000 of these proceeds was used for investment, $200,000 was used to repay outstanding debt, and $300,000

has been used for operations.

May 3, 2021, the Company entered into a Loan and Exchange Agreement with its Chairman and Chief Executive Officer, Chan Heng Fai pursuant

to which Chan Heng Fai loaned the Company his shares of Common Stock of the Company by exchanging 6,380,000 shares of common stock which

he owned for an aggregate of 6,380 shares of the Company’s newly designated Series A Convertible Preferred Stock.

Such securities

were not registered under the Securities Act of 1933 and were issued pursuant to the exemption under Section 3(a)(9) of the Securities

On June 14, 2021 Chan Heng Fai converted the 6,380 Series A Preferred Stock back into 6,380,000 shares of Company’s common

May 12, 2021, Company entered into an Exchange Agreement with our Chairman and Chief Executive Officer Chan Heng Fai, effective May 13,

2021, pursuant to which Chan Heng Fai exchanged $13,000,000 in principal amount under a convertible promissory note in the amount of

$28,363,966 in exchange for 2,132 shares of the Company’s newly designated Series B Preferred Stock.

Such securities were not registered

under the Securities Act of 1933 and were issued pursuant to the exemption under Section 3(a)(9) of the Securities Act.

On June 14, 2021

Chan Heng Fai converted the 2,132 Series B Preferred Stock into 2,132,000 shares of Company’s common stock.

May 10, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.,

as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an

underwritten public offering (the “Offering”) of (i) 4,700,637 common units (the “Common Units”), at a price

to the public of $5.07 per Common Unit, with each Common Unit consisting of (a) one share of common stock, par value $0.001 per share

(the “Common Stock”), (b) one Series A warrant (the “Series A Warrant” and collectively, the “Series A

Warrants”) to purchase one share of Common Stock with an initial exercise price of $5.07 per whole share, exercisable until the

fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series B Warrant” and collectively, the “Series

B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase one-half share of Common Stock with

an initial exercise price of $6.59 per whole share, exercisable until the fifth anniversary of the issuance date and (ii) 1,611,000 pre-funded

units (the “Pre-funded Units”), at a price to the public of $5.06 per Pre-funded Unit, with each Pre-funded Unit consisting

of (a) one pre-funded warrant (the “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) to purchase

one share of Common Stock, (b) one Series A Warrant and (c) one Series B Warrant.

The shares of Common Stock, the Pre-funded Warrants,

and the Warrants were offered together, but the securities contained in the Common Units and the Pre-funded Units were issued separately.

The Offering was made pursuant to the Company’s registration statement on Form S-1 (File Number 333-255757), which was declared

effective on May 10, 2021.

Company also granted the Underwriters a 45-day over-allotment option to purchase up to 808,363 additional shares of Common Stock and/or

up to 808,363 additional Series A Warrants to purchase 808,363 shares of Common Stock, and/or up to 808,363 additional Series B warrants

to purchase 404,181 shares of Common Stock.

The Offering, including the partial exercise of the Underwriters’ over-allotment option

to purchase 808,363 Series A Warrants and 808,363 Series B Warrants, closed on May 13, 2021.

Underwriters exercised the Series A Warrants on June 17, 2021.

net proceeds to the Company from the Offering were approximately $29.2 million, excluding the proceeds, if any, from the exercise

of the Warrants and the Pre-funded Warrants sold in the Offering, and after deducting underwriting discounts and commissions and the

payment of other estimated offering expenses associated with the Offering that are payable by the Company.

On May 17, 2021, the Company

paid S$37,894,063.20 Singapore Dollars (equal to approximately $28,475,719 U.S.

Dollars) received from the Offering 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

Dollars) per share.

The proceeds have been received by Alset International Limited.

June 14, 2021 Chan Heng Fai converted $50,920,129 in principal amount and $306,437 in interest under a $50,920,129 2% convertible promissory

notes issued on March 12, 2021 into 9,163,965 shares of the Company’s common stock.

July 27, 2021, the Company entered into an underwriting agreement with Aegis Capital Corp., as the sole book-running manager and representative

of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”)

of (i) 5,324,139 shares of common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $2.12

per share of Common Stock and (ii) 9,770,200 pre-funded warrants (the “Pre-funded Warrants”) to purchase 9,770,200 shares

of Common Stock, at a price to the public of $2.11 per Pre-funded Warrant.

The Offering was made pursuant to the Company’s registration

statement on Form S-1 (File Number 333-258139), which was declared effective on July 27, 2021.

The Offering closed on July 30, 2021.

net proceeds to the Company from the Offering were approximately $28.8 million, after deducting underwriting discounts and commissions

and the payment of other estimated offering expenses associated with the Offering that are payable by the Company.

The Company intends

to use the net proceeds of the Offering for the following purposes:

(i) to fund possible acquisitions of new companies and additional

properties, (ii) to fund the further development of properties, including services and infrastructure;

(iii) to develop rental opportunities

at properties;

(iv) to exercise warrants of our subsidiaries to accomplish the items in (i) – (iii) and (v) for working capital

and general corporate purposes.

Company granted the Underwriters a 45-day over-allotment option to purchase up to 2,264,150 additional shares of Common Stock.

also paid the Underwriters an underwriting discount equal to 7.0% of the gross proceeds of the Offering and a non-accountable expense

fee equal to 1.5% of the gross proceeds of the Offering.

In addition, the Company agreed to issue to the representative warrants (the

“Representative’s Warrants”) to purchase a number of shares equal to 3.0% of the aggregate number of shares (including

shares underlying the Pre-funded Warrants) sold under in the Offering, or warrants to purchase up to an aggregate of 520,754 shares,

assuming the Underwriters exercise their over-allotment option in full.

The Representative’s Warrants have an exercise price equal

to 125% of the public offering price, or $2.65 per share, with an exercise period of 24 months from issuance.

On September 9, 2021 the

Underwriters exercised their over-allotment option and were issued 2,264,150 shares of our Common Stock.

On September 9, 2021 the Underwriters

exercised the option and the Company received $4,386,998 proceeds from this exercise.

Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the

purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the

purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering in lieu of Common

Stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding Common

Stock (or, at the election of the purchaser, 9.99%).

Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise

price of $0.01 per share.

The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded

Warrants are exercised in full.

All of the Pre-Funded Warrants were exercised.

December 5, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.,

as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an

underwritten public offering (the “Offering”) of (i) 18,076,666 shares of common stock, par value $0.001 per share (the “Common

Stock”), at a price to the public of $0.60 per share of Common Stock and (ii) 31,076,666 pre-funded warrants (the “Pre-funded

Warrants”) to purchase 31,076,666 shares of Common Stock, at a price to the public of $0.599 per Pre-funded Warrant,.

closed on December 8, 2021.

Chan Heng Fai, the Chairman of the Company’s Board of Directors and Chief Executive Officer,

purchased $4.4 million of shares of Common Stock in the Offering on the same terms as the shares were offered.

Company granted the Underwriters a 45-day over-allotment option to purchase up to 7,500,000 additional shares of Common Stock.

also paid the Underwriters an underwriting discount equal to 7% of the gross proceeds of the Offering and a non-accountable expense fee

equal to 1% of the gross proceeds of the Offering.

Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the

purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the

purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering.

Each Pre-funded

Warrant is exercisable for one share of Common Stock at an exercise price of $0.001 per share.

The Pre-funded Warrants are immediately

exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.

net proceeds to the Company from the Offering were approximately $27.3 million, after deducting underwriting discounts and commissions

and the payment of other estimated offering expenses associated with the Offering that are payable by the Company.

The Company intends

to use the net proceeds of the Offering for the following purposes:

(i) to fund possible acquisitions of new companies and additional

properties, (ii) to fund the further development of properties, including services and infrastructure;

(iii) to develop rental opportunities

at properties;

(iv) to exercise warrants of our subsidiaries to accomplish the items in (i) – (iii) and (v) for working capital

and general corporate purposes.

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

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The loan closed on January 26, 2022 after all closing conditions

Chan opted to convert all of the amount of such note into 10,000,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

Such restricted shares were issued pursuant to the exemption provided by Regulation D promulgated

under the Securities Act of 1933, as amended.

Chan opted to convert all of the amount of such note into 500,000 shares of the Company’s common stock, which shares

were issued on January 27, 2022.

Such restricted shares were issued pursuant to the exemption provided by Regulation D promulgated under

the Securities Act of 1933, as amended.

January 17, 2022 the Company entered into a 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 of 1,473,449 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 agreed to purchase these 293,428,200 ordinary shares of Alset

International for a purchase price of 1,765,964 newly issued shares of the Company’s common stock.

The closing of this

transaction was subject to the approval of the Nasdaq and the Company’s stockholders in accordance with NASDAQ Listing Rule

These 293,428,200 ordinary shares of Alset International represent approximately 8.4% of the total issued and outstanding

shares of Alset International.

June 6, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”).

At the Special Meeting, the stockholders

approved the issuance of 1,765,964 newly issued shares of the Company’s common stock in connection with the purchase of 293,428,200

ordinary shares of Alset International Limited in accordance with NASDAQ Listing Rule 5635(a).

The transaction was completed on July

In connection with the issuance of these securities, the Company relied upon the exemption from registration provided by Section

4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

of Equity Securities by the issuer and affiliated purchasers

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity