Item 3.02 Unregistered Sales of Equity Securities
On May 12, 2021, Alset EHome International Inc. (the "Company") entered into an
Exchange Agreement with its Chief Executive Officer, Chan Heng Fai, effective
May 13, 2021, pursuant to which he exchanged $13,000,000 in principal amount
under a $28,363,966 convertible promissory note (the "Note") in exchange for
2,132 shares of the Company's newly designated Series B Preferred Stock
described below.
The foregoing description of the 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 12, 2021, the Board of Directors of the Company approved the creation of
a class of Series B Convertible Preferred Stock (the "Series B Preferred
Stock"). A Certificate of Designation which sets forth the rights and
preferences of the Series B Preferred Stock was filed with the Delaware
Secretary of State on May 12, 2021 (the "Series B Designation").
Pursuant to the Series B Designation, 2,132 shares of the Company's preferred
stock was designated Series B Preferred Stock. Holders of the Series B 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 B Preferred Stock is
entitled to vote equal to the number of whole shares of Common Stock into which
each share of the Series B Preferred Stock is convertible. Holders of Series B
Preferred Stock are entitled, upon liquidation of the Company, to receive the
same amount that a holder of Series B Preferred Stock would receive if the
Series B 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 B Preferred Stock shall convert automatically into 1,000 shares of the
Company's Common Stock.
The foregoing description of the Series B Preferred Stock, and the Series B
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 B Convertible
Preferred Stock
10.1 Exchange Agreement By and Between the Company and Chan Heng Fai
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