8-K
Alset Inc. (AEI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): November 4, 2021
ALSET
EHOME INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39732 | 83-1079861 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 4800 Montgomery Lane<br><br> <br>Suite 210<br><br> <br>Bethesda, Maryland 20814 | 20814 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 971-3940
Not
Applicable
(Formername 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<br> Stock, $0.001 par value per share | AEI | The<br> 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 ☒
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. ☐
Item7.01 Regulation FD
On November 4, 2021, Alset EHome International Inc. (“AEI”) issued a press release (the “AEI Press Release”) describing AMRE’s acquisition of three hospitals located in Fort Worth, Texas, Plano, Texas and Pittsburgh, Pennsylvania.
A copy of the AEI Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in AEI Press Release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in the AEI Press Release is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in the AEI Press Release constitutes material investor information that is not otherwise publicly available.
Item8.01 Other Events.
Alset International Limited Loan to American Medical REIT Inc.
On October 29, 2021, Alset International Limited (“AIL”), a majority-owned subsidiary of AEI, entered into a subscription agreement (the “AIL Subscription Agreement”) with American Medical REIT Inc. (“AMRE”), pursuant to which AMRE issued a convertible promissory note (the “AIL Note”) in favor of AIL in the principal sum of $8,350,000. The principal sum of the AIL Note is due on demand, and in the absence of any demand by AIL is due twenty-five (25) months from the date of issuance (the “AIL Note Maturity Date”). Interest on the outstanding balance of the AIL Note accrues at a rate of eight percent (8.00%) per annum and is to be payable in cash quarterly in arrears commencing on the 29^th^ day of January 2022, and continue on the 29^th^day of each April, July, October and January thereafter through the AIL Note Maturity Date. AMRE may prepay or repay all or any portion of the AIL Note in cash upon thirty (30) days written notice to AIL, without premium or penalty. At the option of AIL, the unpaid principal and interest balance on the AIL Note may be converted, in whole or in part, at any time on or before the Maturity Date, into fully-paid and non-assessable shares of common stock par value $0.001 per share (“Common Stock”) of AMRE at a conversion rate equal to $10.00 per share.
American Pacific Bancorp, Inc. Loan to American Medical REIT Inc.
On October 29, 2021, American Pacific Bancorp, Inc. (“APB”), entered into a subscription agreement (the “APB Subscription Agreement”) with AMRE, pursuant to which AMRE issued a convertible promissory note (the “APB Note”) in favor of APB in the principal sum of $13,940,340. AEI owns approximately 41.3% of APB. The principal sum of the APB Note is due on demand, and in the absence of any demand by APB is due twenty-five (25) months from the date of issuance (the “APB Note Maturity Date”). Interest on the outstanding balance of the APB Note accrues at a rate of eight percent (8.00%) per annum and is to be payable in cash quarterly in arrears commencing on the 29^th^ day of January 2022, and continue on the 29^th^ day of each April, July, October and January thereafter through the APB Note Maturity Date. AMRE may prepay or repay all or any portion of the APB Note in cash upon thirty (30) days written notice to APB, without premium or penalty. At the option of APB, the unpaid principal and interest balance on the APB Note may be converted, in whole or in part, at any time on or before the APB Note Maturity Date, into fully-paid and non-assessable shares of AMRE Common Stock at a conversion rate equal to $10.00 per share.
LiquidValue Asset Management Pte., Ltd Loan to American Medical REIT Inc.
On October 29, 2021, LiquidValue Asset Management Pte., Ltd., (“LiquidValue”), a wholly-owned subsidiary of AIL, exercised the option granted to LiquidValue pursuant to the terms of a promissory note issued by AMRE to LiquidValue, and entered into a subscription agreement (the “LiquidValue Subscription Agreement”) with AMRE, pursuant to which AMRE issued a promissory note (the “LiquidValue Note”) in favor of LiquidValue in the principal sum of $200,000. All amounts due under the LiquidValue Note shall be paid on or before October 29, 2024 (the “LiquidValue Note Maturity Date”). AMRE is entitled to prepay or repay all or any portion of the LiquidValue Note at any time, without premium or penalty. Interest on the outstanding balance of the LiquidValue Note shall accrue at a rate of eight percent (8.00%) per annum. Payments of interest shall be made in cash annually in arrears on March 3 and shall be calculated on the basis of actual number of days elapsed over a year of three hundred sixty (360) days. If not sooner paid, the entire unpaid principal balance of the LiquidValue Note and all unpaid accrued interest shall be due and payable in full on the LiquidValue Note Maturity Date.
As further consideration for LiquidValue to enter into the LiquidValue Subscription Agreement, AMRE also provided LiquidValue with a warrant (the “LiquidValue Warrant”) to purchase shares of Common Stock of AMRE. The Warrant may be exercised, in whole or in part, at any time or times on or after October 29, 2021 (the “Initial Exercise Date”) and on or before the close of business on the four year anniversary of the Initial Exercise Date. The warrant amount granted is the equivalent of the principal of the LiquidValue Note divided by an initial exercise price per share of five dollars ($5.00).
The foregoing summary of the AIL Subscription Agreement the AIL Note, the APB Subscription Agreement, the APB Note, the LiquidValue Subscription Agreement, the LiquidValue Note and the LiquidValue Warrant is subject to, and qualified in its entirety by, the terms of the AIL Subscription Agreement the AIL Note, the APB Subscription Agreement, the APB Note, the LiquidValue Subscription Agreement, the LiquidValue Note and the LiquidValue Warrant.
Item9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | |
|---|---|
| Number | Exhibit |
| 99.1 | Press<br> Release dated November 4, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| ALSET EHOME INTERNATIONAL INC. | ||
|---|---|---|
| Dated:<br> November 5, 2021 | By: | /s/ Rongguo Wei |
| Name: Rongguo<br> Wei | ||
| Title: Co-Chief<br> Financial Officer |
Exhibit99.1
AmericanMedical REIT Accelerates Growth with Acquisition of Three Established Acute Care Hospitals in Texas and Pennsylvania
BETHESDA,MD / ACCESSWIRE / November 4, 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, is pleased to announce that American Medical REIT Inc. (“AMRE”) has acquired three hospitals (the “Hospitals”) located in Fort Worth, Texas, Plano, Texas and Pittsburgh, Pennsylvania. The aggregate purchase price was $62 million. The tenant and operator is LifeCare Hospitals (together with its affiliates, “LifeCare Hospitals”) a specialty hospital operator with a focus on long-term acute and critical care.
The Hospitals acquired by AMRE are currently under an 18-year lease with eleven years remaining and an option to renew for an additional five years. The Hospitals have a total capacity of 195 hospital beds spanning a gross floor area of approximately 320,000 square feet. The Hospitals are also located near densely populated and fast-growing areas that are easily accessible by patients and clients due to their close proximity to state highways. Furthermore, they have been accredited by The Joint Commission and are Medicare-certified. In 2015, these Hospitals were awarded the Quality Respiratory Care Recognition accolade issued by the American Association of Respiratory Care.
LifeCare Hospitals has lengthy experience in operating long term and acute care facilities. Since 1992, LifeCare Hospitals’ early intervention and early mobilization treatment program addresses those patients that require a length of stay greater than 5 days in the ICU/Critical care setting. LifeCare Hospitals provides these patients with additional resources that are not normally provided in traditional hospital settings to enhance the recovery process. LifeCare Hospitals operates a behavioral health hospital in Pittsburgh that delivers innovative behavioral health care by providing patient centered therapeutic interventions in a safe, compassionate, and personalized recovery environment.
DSS Securities, Inc., a subsidiary of DSS, Inc., is the majority shareholder of AMRE. In connection with this transaction, Alset International Limited and one of its wholly owned subsidiaries have collectively loaned an additional $8.55 million to AMRE. DSS Securities, Inc. loaned $800,000 to AMRE. American Pacific Bancorp, Inc., whose main shareholders are the Company and DSS, Inc., loaned AMRE $13.9 million.
“FollowingAMRE’s maiden acquisition of Ivy Brook Medical Center in June this year, we are pleased to report AMRE has expanded its portfoliowith three additional quality hospitals which we believe will position us to create sustainable dividends and build value for our shareholdersover the long term,” commented Mr. Heng Fai Chan, Chairman and Chief Executive Officer of the Company. Mr. Chan added, “Wecontinue to believe that the medical REIT space is a scalable and lucrative business model resilient to macroeconomic fluctuations. Lookingahead, we intend to focus our attention on advancing additional acquisitions through our pipeline of high-quality healthcare assets soas to accelerate growth for AMRE.”
AboutAmerican Medical REIT Inc.
AMRE provides financing solutions to leading medical operators by acquiring licensed patient treatment facilities in various communities and delivering reliable, secure, and competitive cash returns to our investors. AMRE focuses on credit worthy single-tenant, single property transactions in the $10-$60M range and portfolio deals of larger scale, having initial rental yield in the 7-9% range and to pay a quarterly dividend up to 8% in annualized yield to the investors.
For more information, please visit: www.americanmedreit.com.
AboutAmerican Pacific Bancorp, Inc.
American Pacific Bancorp, Inc. is a bank holding company, focused on the lending business and acquiring equity positions in commercial bank(s) in the United States. APB is managed by a team of bankers and entrepreneurs whose shared vision is to build a robust, integrated technologically advanced bank holding company. APB envisions establishing a unique, customer-centric, globally focused entity that provides banking services through digital channels.
For more information, please visit: https://www.amerpacbancorp.com/.
AboutDSS, Inc.
DSS is a multinational company operating business segments in blockchain security, direct marketing, healthcare, consumer packaging, real estate, renewable energy, and securitized digital assets. Its business model is based on a distribution sharing system in which shareholders will receive shares in its subsidiaries as DSS strategically spins them out into IPOs. Its historic business revolves around counterfeit deterrent and authentication technologies, smart packaging, and consumer product engagement. DSS is led by its Chairman, Heng Fai Chan, a highly successful global business veteran of more than 40 years specializing in corporate transformation while managing risk. He has successfully restructured more than 35 corporations with a combined value of $25 billion.
For more information, please visit: http://www.dsssecure.com.
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.
For more information, please visit: www.alsetehomeintl.com.
InvestorContact:
Dave Gentry, CEO
RedChip Companies Inc.
407-491-4498
Dave@redchip.com
Forward-LookingStatement Disclaimer
Statements in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Alset EHome International Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a discussion of the most significant risks and uncertainties associated with the Company’s business, please review our filings with the SEC. Forward-looking statements contained in this announcement are made as of this date, and Alset EHome International Inc. undertakes no duty to update such information except as required under applicable law.
**SOURCE:**Alset EHome International Inc.