| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DSS, INC. [ DSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/03/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note(1) | (1) | 06/03/2026 | J | $2,450,000(1) | 06/03/2026 | 03/26/2031 | Common Stock | (1) | $0.74(1) | $2,450,000(3)(4) | I | See footnote(3)(4) | |||
| Common Stock Purchase Warrant | (2) | 06/03/2026 | J | 16,554,055(2) | 06/03/2026 | 03/26/2031 | Common Stock | 16,554,055(2) | $0.93(2) | 16,554,055(3)(4) | I | See footnote(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 26, 2026 the Issuer issued a convertible promissory note (the "Convertible Promissory Note") to Alset International Limited in the amount of $2,450,000, which became convertible on June 3, 2026. Under the terms of the Convertible Promissory Note, Alset International Limited may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of either (i) $0.74 per share, or (ii) if while the Convertible Promissory Note is outstanding, the Issuer sells or issues any other convertible instruments on terms that differ from the Convertible Promissory Note, the Holder may elect to exchange the Convertible Promissory Note for such convertible instrument based on the Convertible Promissory Note's principal balance plus any accrued but unpaid interest. |
| 2. On March 26, 2026 the Issuer issued common stock purchase warrants (the "Warrants") to Alset International Limited to purchase up to 16,554,055 shares of the Issuer's common stock at an exercise price of $0.93 per share. The Warrants expire on March 26, 2031. |
| 3. The beneficial ownership of Mr. Chan as of the date hereof may be deemed to include the following shares held personally (a) 1,002,978 shares of the Issuer's common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Chan; (b) 1,184,475 shares of the Issuer's common stock held by Mr. Chan directly. |
| 4. Mr. Chan may also be deemed to beneficially own (a) 2,581,268 shares of the Issuer's common stock held by Alset Inc., an entity controlled by Mr. Chan; (b) a convertible promissory note in the amount of $500,000 held by Alset Inc. and convertible into shares of the Issuer's common stock; (c) 1,068,309 shares of the Issuer's common stock, a convertible promissory note in the amount of $2,450,000, and common stock purchase warrants to purchase up to 16,554,055 shares held by Alset International Limited, an entity controlled by Mr. Chan and a subsidiary of Alset Inc.; and (d) 311,634 shares of the Issuer's common stock held by Global Biomedical Pte. Ltd., an entity controlled by Mr. Chan and a subsidiary of Alset International Limited (which is a subsidiary of Alset Inc.). |
| /s/ Heng Fai Ambrose Chan | 07/09/2026 | |
| Alset Inc. /s/ Heng Fai Ambrose Chan, Chief Executive Officer | 07/09/2026 | |
| Alset International Limited /s/ Heng Fai Ambrose Chan, Chief Executive Officer | 07/09/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||