Current Report Filing (8-k)
20 7월 2022 - 5:52AM
Edgar (US Regulatory)
0001750106
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0001750106
2022-07-18
2022-07-18
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): July 18, 2022
ALSET
EHOME INTERNATIONAL INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39732 |
|
83-1079861 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 Par Value |
|
AEI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ☒
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
2.01 Completion of Acquisition or Disposition of Assets.
On
June 6, 2022, Alset EHome International Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special
Meeting”). At the Special Meeting, the stockholders approved, in accordance with NASDAQ Listing Rule 5635(a), the issuance
of 35,319,290 newly issued shares of the Company’s common stock in connection with the purchase
of 293,428,200 ordinary shares of Alset International Limited from Chan Heng Fai,
the Company’s Chairman, Chief Executive Officer and largest stockholder.
The
transaction was completed on July 18, 2022. Mr. Chan acquired 35,319,290 shares of the Company’s common stock pursuant to a Securities
Purchase Agreement entered into with the Company dated January 17, 2022, as amended on February 28, 2022 (the “Amendment to
the Securities Purchase Agreement”), wherein the Company agreed to purchase from Mr. Chan 293,428,200 ordinary shares of Alset
International Limited for a purchase price of 35,319,290 newly issued shares of the Company’s common stock. The purchase price
for such newly issued shares was based on the market price of the Company’s common stock at the time the Company’s Board
approved the transaction.
The
foregoing description of the terms and conditions of the Amendment to the Securities Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Amendment to the Securities Purchase Agreement,
a copy of which is attached as an exhibit hereto.
Item
3.02 Unregistered Sales of Equity Securities.
The
information included in Item 2.01 of this Current Report on Form 8-K relating to the Company’s sale of securities to Mr. Chan is
incorporated by reference in this Item 3.02. 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
ALSET
EHOME INTERNATIONAL INC. |
| |
|
|
| July
19, 2022 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo
Wei |
| |
Title: |
Co-Chief
Financial Officer |
Alset (NASDAQ:AEI)
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