Attached files
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| EX-99.1 - PRESS RELEASE - Alset EHome International Inc. | hfe_ex991.htm |
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): January 6,
2021
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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):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
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:
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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
1.01.
Entry
into a Material Definitive Agreement.
On
January 6, 2021, Document Security Systems, Inc.
(“DSS”), a New York Company, Alset International
Limited (“Alset International”), a company formed under
the laws of Singapore, Health Wealth Happiness Pte. Ltd.
(“HWH”), a Singaporean company and wholly-owned
subsidiary of Alset International, and HWH World Inc. (“HWH
World”), a company registered and formed under the laws of
South Korea and wholly-owned subsidiary of HWH, entered into a
binding term sheet (the “Term Sheet”), pursuant to
which, subject to due diligence on HWH World, necessary approvals
and consents, and the terms and conditions to be set forth in the
Definitive Agreement (as defined below), DSS will acquire and
purchase all of the outstanding equity interest in HWH World (the
“Transaction”) for a consideration of the lesser of
$14.8 million or the value of HWH World assessed by a third-party
valuation company (the “Purchase Price”). The Term
Sheet provided that DSS shall have the option to pay the Purchase
Price in i) cash, or ii) shares of the common stock of DSS (the
“Common Stock”) at the per share price equivalent to
the average closing price of the Common Stock for a period of five
(5) trading days prior to January 6, 2021. In accordance with the
Term Sheet, the parties thereto (the “Parties”) shall
enter into a definitive share exchange agreement (the
“Definitive Agreement”) for the Transaction within
three (3) months from the date of the Term Sheet or at a later date
as mutually agreed by the Parties in writing and complete the
Transaction within six (6) months therefrom or at a later date as
mutually agreed by the Parties in writing. The Term Sheet is
legally binding and shall terminate upon the earlier of 1) six
months from January 6, 2021, 2) mutual agreement by all the Parties
on the termination, or 3) the execution of the Definitive Agreement
for the Transaction.
The
foregoing description of the Term Sheet does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Term Sheet, a copy of which is filed as an
exhibit to this report.
HF
Enterprises Inc. (the “Company”) owns approximately
57.1% of Alset International. Alset International is currently the
largest shareholder of DSS. Mr. Chan Heng Fai is the Chairman of
the Board, Chief Executive Officer and largest shareholder of the
Company and the Chairman, Chief Executive Officer and a significant
shareholder of its subsidiary Alset International. Mr. Chan is also
the Chairman of the Board and a significant shareholder of
DSS.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit Number
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Exhibit
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Term Sheet by and
among Document Security Systems, Inc., Alset International Limited,
Health Wealth Happiness Pte. Ltd., and HWH World Inc. dated January
6, 2021.
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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:
January 7, 2021
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By:
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/s/ Rongguo
Wei
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Name:
Rongguo Wei
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Title: Co-Chief
Financial Officer
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