8-K - AEI - Equibles

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): December 8, 2021

ALSET EHOME INTERNATIONAL INC.
(Exact<br> name of registrant as specified in its charter)
Delaware	001-39732	83-1079861
---	---	---
(State<br> of incorporation or<br><br> <br>organization)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

4800Montgomery 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> value	AEI	The Nasdaq Stock Market<br> 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 ☒

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. ☐

Item8.01. Other Events.

On December 8, 2021, Alset EHome International, Inc. (the “Company”) consummated the previously-announced public offering (the “Offering”) of (i) 18,923,334 shares of common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $0.60 per share of Common Stock and (ii) 31,076,666 pre-funded warrants (the “Pre-funded Warrants”) to purchase 31,076,666 shares of Common Stock, at a price to the public of $0.599 per Pre-funded Warrant. Mr. Chan Heng Fai, the Chairman of the Company’s Board of Directors and Chief Executive Officer, purchased $4.4 million of shares of Common Stock in the Offering on the same terms as the shares were offered.

On December 14, 2021, the Company consummated the sale of an additional 7,500,000 shares of Common Stock, representing 15% of the shares of common stock and the shares underlying the Pre-funded Warrants sold in the offering, that were subject to the underwriters’ over-allotment option at a price of $0.60 per share, generating gross proceeds of $4,500,000.

On December 8, 2021 the Company issued a press release announcing the completion 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 December 14, 2021, the Company issued a press release announcing the Exercise and Closing of Underwriter’s Over-Allotment Option. A copy of the press release is attached as Exhibit 99.2 to this current Report of Form 8-K and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release, dated December 8, 2021
99.2	Press Release, dated December 14, 2021
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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: December 14, 2021	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

Exhibit99.1

AlsetEHome International Inc. Closes $30.0 Million Underwritten

PublicOffering of Common Stock

BETHESDA, MD / ACCESSWIRE / December 8, 2021 / Alset EHome International Inc. (NASDAQ:AEI) (“AEI” or the “Company”), a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other property development, financial services, digital transformation technologies, biohealth activities and consumer products, today announced that it has completed an underwritten public offering (“the Offering”) of 18,923,334 shares (“Shares”) of common stock, par value $0.001 per share (“Common Stock”), at a price to the public of $0.60 per Share, and pre-funded warrants to purchase 31,076,666 shares of Common Stock at a price of $0.599 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.001 per share.

The Company raised gross proceeds of approximately $30 million from the Offering, before deducting underwriting discounts and commissions and estimated Offering expenses. In addition, the Company granted the underwriters a 45-day option to purchase additional shares of Common Stock, representing up to 15% of the number of the Shares and the shares underlying the pre-funded warrants sold in the base offering, solely to cover over-allotments, if any, which would increase the total gross proceeds of the Offering to approximately $34.5 million, if the over-allotment option is exercised in full.

AegisCapital Corp. acted as sole book-running manager for the Offering.

The securities described above were offered by Alset EHome International Inc. pursuant to an effective registration statement on Form S-1 (No. 333-261446) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on December 3, 2021. A final prospectus (the “Prospectus”) describing the terms of the Offering has been filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the Prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sales of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AboutAlset EHome International Inc.

Alset EHome International is a diversified holding company executing on its vision to accelerate sustainable healthy living with a focus on the development of EHome communities and other property development, financial services, digital transformation technologies, biohealth activities and consumer products. Through its operating subsidiaries, AEI’s mission is to provide a healthy living ecosystem that drives long-term exponential growth, building liquidity and value for shareholders. AEI is led by its chairman and CEO, Heng Fai Chan, a successful global business veteran of more than 40 years specializing in corporate transformation while managing risk. Over his distinguished career, Heng Fai Chan has successfully restructured more than 35 corporations with a combined value of $25 billion.

Forward-LookingStatements

This press release includes statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results to differ materially from expectations. Factors that could cause our results to differ materially from those described include, but are not limited to, exercise of the over-allotment option. For a discussion of the most significant risks and uncertainties associated with the Company’s business, please review our filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor& Public Relations Contact Info

Dave Gentry, CEO

Phone: 407-491-4498

Email: dave@redchip.com

Exhibit 99.2

AlsetEHome International Inc. Announces Exercise and Closing of Underwriter’s Over-Allotment Option

BETHESDA,MD / ACCESSWIRE / December 14, 2021 / Alset EHome International Inc. (NASDAQ:AEI) (“AEI” or the “Company”), a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other property development, financial services, digital transformation technologies, biohealth activities and consumer products, today announced that the underwriter of its previously announced underwritten public offering has exercised, in full, its option to purchase an additional 7,500,000 shares of common stock at a price of $0.60 per share. Total gross proceeds to the Company from the offering, including the funds received from the prior closing and exercise of this option, are approximately $34.5 million, before deducting underwriting discounts, commissions, and other offering expenses payable by the Company.

AegisCapital Corp. acted as the sole book-running manager for the offering.

The offering was made pursuant to a registration statement on Form S-1 (File No. 333-261446) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A final prospectus and accompanying registration statement relating to the offering were filed with the SEC and are available on the SEC’s website at www.sec.gov.

A copy of the final prospectus and accompanying registration statement relating to the offering may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AboutAlset EHome International Inc.

Forward-LookingStatements

This press release includes statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results to differ materially from expectations. For a discussion of the most significant risks and uncertainties associated with the Company’s business, please review our filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor& Public Relations Contact Info:

Dave Gentry, CEO

RedChip Companies Inc.

Phone: 407-491-4498

Email: dave@redchip.com