UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 19)
| DSS,
INC. |
| (Name
of Issuer) |
| Common
Stock, par value $0.02 per share |
| (Title
of Class of Securities) |
Heng
Fai Ambrose Chan
c/o
Alset International Limited
9 Temasek
Boulevard #16-04, Suntec Tower Two
Singapore
038987
011
65 6333 9181
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| December
10, 2024 |
| (Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Heng
Fai Ambrose Chan |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (See Instructions)
PF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
5,148,664(1) |
| 8 |
SHARED
VOTING POWER:
|
| 9 |
SOLE
DISPOSITIVE POWER:
5,148,664(1) |
| 10 |
SHARED
DISPOSITIVE POWER:
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,148,664(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.6%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
(1)
The beneficial ownership of Heng Fai Ambrose Chan includes 5,148,664 shares of common stock, consisting of (a) 2,978
shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Ambrose Chan; (b) 1,184,475
shares of common stock held by Heng Fai Ambrose Chan directly; (c) 311,634 shares of common stock held by Global Biomedical
Pte. Ltd., a subsidiary of Alset International Limited; (d) 2,581,268 shares of common stock held by Alset Inc.;
and (e) 1,068,309 shares of common stock held by Alset International Limited, a subsidiary of Alset Inc.
(2)
Based on 8,092,518 shares of the common stock of the Issuer outstanding as of December 10, 2024.
| 1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alset Inc. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (See Instructions)
OO
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
3,961,211(1) |
| 8 |
SHARED
VOTING POWER:
|
| 9 |
SOLE
DISPOSITIVE POWER:
3,961,211(1) |
| 10 |
SHARED
DISPOSITIVE POWER:
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,961,211(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.9%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
(1)
Includes 2,581,268 shares of common stock held directly by Alset Inc.; 311,634 shares of common stock held by Global Biomedical
Pte. Ltd., a subsidiary of Alset International Limited; and 1,068,309 shares of common stock held by Alset International
Limited, a subsidiary of Alset Inc.
(2) Based on 8,092,518 shares of the common
stock of the Issuer outstanding as of December 10, 2024.
| 1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global
Biomedical Pte. Ltd. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (See Instructions)
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
311,634 |
| 8 |
SHARED
VOTING POWER:
|
| 9 |
SOLE
DISPOSITIVE POWER:
311,634 |
| 10 |
SHARED
DISPOSITIVE POWER:
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,634 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%(1) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
(1)
Based on 8,092,518 shares of the common stock of the Issuer outstanding as of December 10, 2024.
| 1 |
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alset
International Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (See Instructions)
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER:
1,379,943 (1) |
| 8 |
SHARED
VOTING POWER:
|
| 9 |
SOLE
DISPOSITIVE POWER:
1,379,943 (1) |
| 10 |
SHARED
DISPOSITIVE POWER:
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,379,943 (1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
(1) Includes 1,068,309 shares of common stock
held by AIL and 311,634 shares of common stock held by Global Biomedical Pte. Ltd.,
a subsidiary of AIL.
(2) Based on 8,092,518 shares of the common
stock of the Issuer outstanding as of December 10, 2024.
This Amendment No. 19 on Schedule 13D amends
and restates the statement on Schedule 13D, filed with the SEC on September 15, 2017, as amended by Amendment No. 1, filed with the SEC
on July 6, 2018, Amendment No. 2, filed with the SEC on December 18, 2018, Amendment No. 3, filed with the SEC on February 20, 2019,
Amendment No. 4, filed with the SEC on March 27, 2019, Amendment No. 5, filed with the SEC on June 11, 2019, Amendment No. 6, filed with
the SEC on July 23, 2019, Amendment No. 7, filed with the SEC on November 5, 2019, Amendment No 8, filed with the SEC on March 4, 2020,
Amendment No. 9, filed with the SEC on September 1, 2020, Amendment No. 10, filed with the SEC on October 26, 2020, Amendment No. 11,
filed with the SEC on June 3, 2021, Amendment No. 12, filed with the SEC on June 25, 2021, Amendment No. 13, filed with the SEC on September
20, 2021, Amendment No. 14, filed with the SEC on March 15, 2022, Amendment No. 15, filed with the SEC on April 20, 2022, Amendment No.
16, filed with the SEC on June 1, 2022, Amendment No. 17, filed with the SEC on July 11, 2022, and Amendment No. 18, filed with the SEC on July 15, 2022.
This Amendment No. 19 is being filed to reflect that (i) Mr. Chan Heng
Fai acquired 2,569 shares of the Issuer’s common stock on December 9, 2022; (ii) Mr. Chan Heng Fai acquired 16,746 shares of the
Issuer’s common stock on December 13, 2022; (iii) Mr. Chan Heng Fai acquired 33,609 shares of the Issuer’s common stock on
December 28, 2023; (iv) that on December 10, 2024, Alset Inc. entered into a stock purchase agreement with the Issuer, pursuant to which
Alset Inc. agreed to purchase 820,597 newly issued shares of the Issuer’s common stock for a purchase price of $0.9749 per share;
and (v) that on December 10, 2024, Mr. Chan entered into a stock purchase agreement with the Issuer, pursuant to which Mr Chan agreed to
purchase 205,149 newly issued shares of the Issuer’s common stock for a purchase price of $0.9749 per share.
Item
1. Security and Issuer
The
title and class of equity securities to which this Amendment No. 19 to the Schedule 13D relates is the common stock, $0.02 par
value per share, of DSS, Inc., a New York Corporation (the “Issuer”). The principal offices of the Issuer are located at
275 Wiregrass Pkwy, West Henrietta, NY 14586.
Item
3. Source and Amount of Funds or Other Considerations
Item
3 of the Schedule 13D is hereby amended to include the following:
The information set for the in Item 4 below
is hereby incorporated by reference to this Item 3.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended
to include the following:
On December 10, 2024, Alset Inc. entered into
a stock purchase agreement with the Issuer, pursuant to which Alset Inc. agreed to purchase 820,597 newly issued shares of the Issuer’s
common stock for a purchase price of $0.9749 per share. Alset Inc. and its various subsidiaries are collectively the largest shareholder
of DSS. Mr. Chan is the Executive Chairman of DSS and a significant shareholder of DSS.
On
December 10, 2024, Mr. Chan Heng Fai entered into a stock purchase agreement with the Issuer, pursuant to which Mr. Chan agreed to purchase
205,149 newly issued shares of the Issuer’s common stock for a purchase price of $0.9749 per share. Mr. Chan is the Executive Chairman
of DSS and a significant shareholder of DSS.
Item 5. Interest in Securities of the Issuer
(a)-(b)
The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)
None.
(d)
None
(e)
N/A
Item
7. Material to be Filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
December 12, 2024 |
/s/
Heng Fai Ambrose Chan |
| |
Name: |
Heng
Fai Ambrose Chan |
| |
|
|
| |
Alset Inc. |
| |
|
|
| |
/s/
Heng Fai Ambrose Chan |
| |
Name: |
Heng
Fai Ambrose Chan |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
Global
Biomedical Pte. Ltd. |
| |
|
|
| |
/s/
Heng Fai Ambrose Chan |
| |
Name: |
Heng
Fai Ambrose Chan |
| |
Title: |
Director |
| |
|
|
| |
Alset International Limited |
| |
|
|
| |
/s/ Heng Fai Ambrose Chan |
| |
Name: |
Heng Fai Ambrose Chan |
| |
Title: |
Chief Executive Officer |
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