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AEI Alset EHome International

Filed: 4 May 21, 4:00pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 3, 2021

 

ALSET EHOME INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

 

Delaware 001-39732 83-1079861

(State of incorporation or

organization)

 

(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 (see General Instruction A.2. below):

 

[  ]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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

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 3.02 Unregistered Sales of Equity Securities

 

Effective May 3, 2021, Alset EHome International Inc. (the “Company”) entered into a Loan and Exchange Agreement with its Chief Executive Officer, Chan Heng Fai pursuant to which the he 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 described below.

 

The foregoing description of the Loan and Exchange Agreement is a summary and is qualified in its entirety by Exhibit 10.1 attached hereto.

 

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 1, 2021, the Board of Directors of the Company approved the creation of a class of Series A Convertible Preferred Stock (the “Series A Preferred Stock”). An amendment to the Certificate of Incorporation which sets forth the rights and preferences of the Series A Preferred Stock was filed with the Delaware Secretary of State on May 3, 2021 (the “Series A Designation”).

 

Pursuant to the Series A Designation, 6,380 shares of the Company’s preferred stock was designated Series A Preferred Stock. Holders of the Series A Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock par value $0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series A Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series A Preferred Stock is convertible. Holders of Series A Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series A Preferred Stock would receive if the Series A Preferred Stock were fully converted into Common Stock.

 

On the date on which an amendment to the Company’s Certificate of Incorporation, as amended, to increase the Corporation’s authorized shares of Common Stock has been filed with the Secretary of State of the State of Delaware, each share of Series A Preferred Stock shall convert automatically into 1,000 shares of the Company’s Common Stock.

 

The foregoing description of the Series A Preferred Stock, and the Series A Designation is a summary and is qualified in its entirety by Exhibit 3.1 attached hereto.

 

Item 9.01 Financial Statements and Exhibits

 

(d)Exhibits:

 

Number Description
   
3.1 Certificate of Designation of the Company’s Series A Convertible Preferred Stock
10.1 Loan and Exchange Agreement By and Between the Company and Chan Heng Fai

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 ALSET EHOME INTERNATIONAL INC.
   
Date: May 4, 2021By:/s/ Rongguo Wei              
 Name:Rongguo Wei
 Title:Co-Chief Financial Officer