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): June 14, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On June 14, 2021, Alset EHome International Inc. (the “Company”) filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized share capital. The Amendment increased the Company’s authorized share capital to 250,000,000 common shares and 25,000,000 preferred shares, from 20,000,000 common shares and 5,000,000 preferred shares, respectively.

 

Item 8.01 Other Events

 

Effective upon the filing of the Amendment, the Company issued an entity owned by Chan Heng Fai, the Company’s Chairman and Chief Executive Officer, 6,380,000 shares of common stock upon the automatic conversion of all 6,380 outstanding shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The terms of the Series A Preferred Stock were described in the Company’s Current Report on Form 8-K filed on May 4, 2021.

 

Effective upon the filing of the Amendment, the Company issued Mr. Chan 2,132,000 shares of common stock upon the automatic conversion of all 2,132 outstanding shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”). The terms of the Series B Preferred Stock were described in the Company’s Current Report on Form 8-K filed on May 12, 2021.

 

Effective upon the filing of the Amendment, the Company issued Mr. Chan an aggregate of 9,163,966 shares of common stock upon the automatic conversion in full of four outstanding promissory notes. The terms of the Notes were described in the Company’s Current Report on Form 8-K filed on March 18, 2021.

 

Item 9.01 Financial Statements and Exhibits

 

Number   Description
     
3.1   Certificate of Amendment, filed with the Secretary of State of the State of Delaware on June 14, 2021 

 

     

 

 

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: June 17, 2021 By: /s/ Rongguo Wei
  Name: Rongguo Wei
  Title: Co-Chief Financial Officer

 

     

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

ALSET EHOME INTERNATIONAL INC.

 

Alset EHome International Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Third Amended and Restated Certificate of Incorporation originally filed with the Secretary of State on July 7, 2020 (the “Amended and Restated Certificate of Incorporation”).

 

2. Article IV, Section 4.1 of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:

 

4.1 Authorized Capital Stock. The aggregate number of shares of capital stock that the Corporation is authorized to issue is Two Hundred and Seventy-Five Million (275,000,000), of which Two Hundred and Fifty Million (250,000,000) shares are common stock having a par value of $0.001 per share (the “Common Stock”), and Twenty-Five Million (25,000,000) shares are preferred stock having a par value of $0.001 per share (the “Preferred Stock”).

 

3. This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

4. All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned on this 14th day of June, 2021.

 

  By /s/ Chan Heng Fai
    Chan Heng Fai
    Chief Executive Officer and
    Chairman of the Board