Item 1.01. Entry into a Material Definitive Agreement.





Public Offering

On July 27, 2021, Alset EHome International Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the "Underwriters"), relating to an underwritten public offering (the "Offering") of (i) 5,324,139 shares of common stock, par value $0.001 per share (the "Common Stock"), at a price to the public of $2.12 per share of Common Stock and (ii) 9,770,200 pre-funded warrants (the "Pre-funded Warrants") to purchase 9,770,200 shares of Common Stock, at a price to the public of $2.11 per Pre-funded Warrant. The Offering closed on July 30, 2021.

The Company granted the Underwriters a 45-day over-allotment option to purchase up to 2,264,150 additional shares of Common Stock. The Company also paid the Underwriters an underwriting discount equal to 7.0% of the gross proceeds of the Offering and a non-accountable expense fee equal to 1.5% of the gross proceeds of the Offering. In addition, the Company agreed to issue to the representative warrants (the "Representative's Warrants") to purchase a number of shares equal to 3.0% of the aggregate number of shares (including shares underlying the Pre-funded Warrants) sold under in the Offering, or warrants to purchase up to an aggregate of 520,754 shares, assuming the Underwriters exercise their over-allotment option in full. The Representative's Warrants have an exercise price equal to 125% of the public offering price, or $2.65 per share, with an exercise period of 24 months from issuance.

The Company and its directors and executive officers also agreed that, for a period of one (1) year and ninety (90) days, respectively, after the date of the offering, subject to certain limited exceptions, not to directly or indirectly, without the prior written consent of the Underwriters, (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the Securities and Exchange Commission (the "SEC") relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

The Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company's outstanding Common Stock immediately following the consummation of the Offering in lieu of Common Stock that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% of the Company's outstanding Common Stock (or, at the election of the purchaser, 9.99%). Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.01 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto.

The net proceeds to the Company from the Offering was approximately $28.8 million, after deducting underwriting discounts and commissions and the payment of other estimated offering expenses associated with the Offering that are payable by the Company. The Company intends to use the net proceeds of the Offering for the following purposes: (i) to fund possible acquisitions of new companies and additional properties, (ii) to fund the further development of properties, including services and infrastructure; (iii) to develop rental opportunities at properties; (iv) to exercise warrants of our subsidiaries to accomplish the items in (i) - (iii) and (v) for working capital and general corporate purposes.

A registration statement on Form S-1 relating to the Offering (File No. 333-258139) was declared effective by the SEC on July 27, 2021. The Offering was made only by means of a prospectus and a prospectus supplement forming a part of the effective registration statement.













Pre- funded Warrants

The Pre-funded Warrants were issued in registered form under a warrant agent agreement (the "Warrant Agent Agreement") between the Company and Direct Transfer, LLC as the warrant agent.

The Pre-Funded Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $0.01 per share, at any time that the Pre-funded Warrant is outstanding. There is no expiration date for the Pre-funded Warrants. No fractional warrants will be issued and only whole warrants are exercisable. The exercise price and number of shares of Common Stock issuable upon exercise of the Pre-funded Warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger or consolidation. If the Company fails to maintain a current prospectus or prospectus relating to the Common Stock issuable upon the exercise of the Pre-funded Warrants, holders may exercise their Pre-funded Warrants on a "cashless" basis pursuant to a formula set forth in the terms of the Pre-funded Warrants.

Pre-funded Warrant holders, subject to limited exceptions, cannot exercise their warrants to the extent that, after giving effect to such exercise, the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the purchaser, 9.99%; subject to increase at the option of the holder to 9.99% upon 61 days' prior written notice) of the Company's Common Stock outstanding immediately after giving effect to the exercise.

The foregoing summary of the terms of the Underwriting Agreement and the Warrant Agent Agreement (including the Pre-funded Warrants and the Representative's Warrants) are subject to, and qualified in their entirety by reference to, copies of the Underwriting Agreement, the Warrant Agent Agreement (including the Pre-funded Warrants) and the Representative's Warrants that are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and, as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.




Item 8.01. Other Events.

On July 27, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On July 30, 2021, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit   Description
1.1         Underwriting Agreement, dated as of July 27, 2021, by and between
          Alset EHome International Inc. and Aegis Capital Corp., as
          representative of the underwriters named therein
4.1         Warrant Agent Agreement (including the terms of the Pre-funded
          Warrant)
4.2         Representative's Warrant
99.1        Press Release, dated July 27, 2021
99.2        Press Release, dated July 30, 2021

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