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 30,
2020
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HF ENTERPRISES INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-39732
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83-1079861
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(State
of incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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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
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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HFEN
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On
December 30, 2020, HF Enterprises Inc. (the “Company”)
exercised warrants held by the Company to purchase 220,000,000
shares of Alset International Limited at an exercise price of S$.04
per share (the “Warrant Exercise”). The total
consideration paid for this exercise was S$8,800,000 (Singapore
Dollars), equal to approximately U.S. $6,643,727 as of December 30,
2020.
Prior
to this Warrant Exercise, the Company owned approximately 51.0% of
Alset International Limited. Following the Warrant Exercise, the
Company now owns approximately 57.1% of Alset International
Limited.
Mr.
Chan Heng Fai is both Chairman of the Board and the Chief Executive
Officer of the Company and the Chairman and Chief Executive Officer
of its subsidiary Alset International Limited, as well as a
significant shareholder of both the Company and Alset International
Limited. Following the Warrant Exercise, Mr. Chan owns 183,989,200
shares of Alset International Limited (both directly and through an
entity); this represents approximately 10.4% of the outstanding
shares of Alset International Limited. In addition, Mr. Chan holds
warrants to purchase 1,576,925,000 shares of Alset International
Limited and options to purchase 1,061,333 shares. Document Security
Systems, Inc., a company that the Company has a significant
ownership position in, also owns 127,179,311 shares of Alset
International Limited; following the Warrant Exercise, this
represents approximately 7.2% of the outstanding shares of Alset
International Limited.
Accordingly,
Mr. Chan recused himself from any deliberation or vote regarding
any potential exercise of warrants to purchase shares of Alset
International Limited. The Audit Committee of the Company’s
Board of Directors reviewed, approved and determined that it is
advisable and in the best interests of the Company to complete the
Warrant Exercise as described above.
SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly
authorized.
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HF
ENTERPRISES INC.
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Date:
December 31, 2020
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By:
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/s/ Rongguo
Wei
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Rongguo Wei
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Co-Chief
Financial Officer
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