Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-264234
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated May 5, 2022)
1,500,000
Shares of Common Stock
Alset
Inc. (the “Company,” “Alset,” the “registrant,” “we,” “our” or “us”)
is offering 1,500,000 shares of common stock, par value $0.001, pursuant to this prospectus supplement and accompanying prospectus at
a public offering price of $1.00 per share.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “AEI.” The last reported sale price of our common stock
on The Nasdaq Capital Market on January 2, 2025, was $1.38 per share.
We
have engaged Aegis Capital Corp. to act as our exclusive placement agent in connection with this offering. The placement agent has agreed
to use its best efforts to arrange for the sale of the shares offered by this prospectus. The placement agent is not purchasing or selling
any of the shares we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar
amount of shares. We have agreed to pay to the placement agent the placement agent fees set forth in the table below. We will bear all
costs associated with the offering. See “Plan of Distribution” on page S-7 of this prospectus supplement for more
information regarding these arrangements.
We
have entered into a securities purchase agreement with the purchasers for the sale of all of the shares being offered hereunder. We will
have one closing for all the shares purchased in this offering. The offering will terminate upon the completion of a single closing,
which is expected to occur on or about January 3, 2025.
We
intend to use the proceeds from this offering for working capital and other general corporate purposes. See “Use of Proceeds.”
The aggregate
market value of our outstanding common stock held by non-affiliates is $4,178,129, based on 9,235,119 shares of outstanding common stock,
of which 3,027,681 shares are held by non-affiliates, and a per share price of $1.38, which was the closing sale price of our common stock
on the Nasdaq Capital Market on November 6, 2024. During the 12 calendar month period that ends on, and includes, the date of this prospectus,
we have not offered and sold any of our securities pursuant to General Instruction I.B.6 of Form S-3.
Investing
in these securities involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectus
supplement and on page S-2 of the accompanying base prospectus, as well as the risk factors incorporated by reference into this
prospectus supplement and accompanying base prospectus, for a discussion of information that should be considered in connection with
an investment in our securities.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We
are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected
to comply with certain reduced public company reporting requirements.
| | |
Per Share | | |
Total | |
| Public offering price | |
$ | 1.00 | | |
$ | 1,500,000 | |
| Placement agent fees(1) | |
$ | 0.07 | | |
$ | 105,000 | |
| Proceeds, before expenses, to us | |
$ | 0.93 | | |
$ | 1,395,000 | |
| (1) |
Represents
a cash fee equal to 7% of the aggregate purchase price paid by investors in this offering. We have also agreed to reimburse the placement
agent for the fees and disbursements of its legal counsel in an amount of $50,000 and pay to the placement agent a cash fee equal
to 1% of the aggregate purchase price paid by investors in this offering for non-accountable expenses. See “Plan of Distribution”
beginning on page S-7 of this prospectus supplement for a description of the compensation to be received by the placement agent. |
The
delivery to purchasers of shares in this offering is expected to be made on or about January 3, 2025, subject to satisfaction
of certain customary closing conditions.
Sole
Placement Agent
Aegis
Capital Corp.
The
date of this prospectus is January 2, 2025
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-264234) that we
filed with the Securities and Exchange Commission, or SEC, on April 11, 2022, and was declared effective by the SEC on May 5, 2022, using
a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes
the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference herein. The second part, the accompanying prospectus, provides more general information, some of which may
not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To
the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying
prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on
the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another
document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement
in the document having the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
You
should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated by reference
herein. We have not authorized, and the placement agent has not authorized, anyone to provide you with information that is different.
The information contained in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein
is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying
prospectus or of any sale of our common stock.
This
prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described
herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety
by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein
by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below in the section
entitled “Where You Can Find More Information.”
It
is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including
the documents incorporated by reference herein and therein, in making your investment decision. You should also read and consider the
information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information”
and “Information Incorporated By Reference” in this prospectus supplement and in the accompanying prospectus, respectively.
This
prospectus supplement and the accompanying prospectus contain and incorporate by reference statistical data and estimates, including
those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal
estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties.
Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we
believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research
nor these definitions have been verified by any independent source.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference into this prospectus supplement and the accompanying prospectus were made solely for the benefit of
the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and
should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were
accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
We
are offering to sell, and seeking offers to buy, the shares offered by this prospectus supplement only in jurisdictions where offers
and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the shares
offered by this prospectus supplement in certain jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United
States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer
to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by
any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
References
in this prospectus supplement to the terms “we,” “us,” the “Company” or other similar terms mean
Alset Inc. and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information included elsewhere in or incorporated by reference in this prospectus supplement, in the accompanying
prospectus and in the documents incorporated by reference herein and therein, and does not contain all the information that you should
consider before investing in our securities pursuant to this prospectus supplement and the accompanying prospectus. You should read the
entire prospectus supplement and the accompanying prospectus carefully, especially “Risk Factors” and the financial statements
and related notes and other information incorporated by reference herein and therein, before deciding whether to participate in the offering
described in this prospectus supplement and the accompanying prospectus.
Overview
We
are a diversified holding company principally engaged through our subsidiaries in the development of EHome communities and other real
estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United
States, Singapore, Hong Kong, Australia, South Korea and the People’s Republic of China. We manage a significant portion of our
three principal businesses through our 85.7% owned subsidiary, Alset International, a public company traded on the Singapore Stock Exchange.
Through this subsidiary (and indirectly, through other public and private U.S. and Asian subsidiaries), we are actively developing real
estate projects near Houston, Texas in our real estate segment. In our digital transformation technology segment, we focus on serving
business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. Our biohealth segment includes the sale
of consumer products. Alset Inc. and Alset International Limited collectively own 89.3% of HWH International Inc. (described in
further detail below). We also have certain wholly owned subsidiaries that collectively own 132 single family residential rental properties
in Montgomery and Harris Counties, Texas.
We
also have minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., formerly known as American
Pacific Bancorp Inc. (“APF”), a 48.9% equity interest in DSS Inc. (“DSS”), an indirect 48.7% equity interest
in Value Exchange International Inc. (“VEII”), a 0.5% equity interest in New Electric CV Corporation (“NECV”,
formerly known as “American Wealth Mining Inc.”) and a 29% equity interest in Sharing Services Global Corporation (“SHRG”).
APF is a financial network holding company. DSS is a multinational company operating businesses within nine divisions: product packaging,
biotechnology, direct marketing, commercial lending, securities and investment management, alternative trading, digital transformation,
secure living, and alternative energy. DSS is listed on the NYSE American (NYSE: DSS). VEII is a provider of information technology services
for businesses, and is traded on the OTCQB (OTCQB: VEII). NECV is a publicly traded consumer products company (OTCPK: HIPH). SHRG markets
and distributes health and wellness products, as well as member-based travel services, using a direct selling business model. SHRG is
traded on the OTCQB (OTCQB: SHRG).
We
generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over
time. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where
our management can provide value by advising on new markets and expansion. We have at times provided a range of global capital and management
services to these companies in order to gain access to Asian markets. We have historically favored businesses that improve an individual’s
quality of life or that improve the efficiency of businesses through technology in various industries. We believe our capital and management
services provide us with a competitive advantage in the selection of strategic acquisitions, which creates and adds value for our Company
and our stockholders.
THE
OFFERING
| Common
stock offered by us |
|
1,500,000
shares of common stock. |
| |
|
|
| Common
stock outstanding prior to the offering(1) |
|
9,235,119
shares. |
| |
|
|
| Common
stock to be outstanding after the offering |
|
10,735,119
shares. |
| |
|
|
| Use
of Proceeds |
|
We
intend to use the net proceeds to us from this offering for working capital and other general corporate purposes. See “Use
of Proceeds” beginning on page S-5. |
| |
|
|
| Listing |
|
Our
common stock is listed on The Nasdaq Capital Market under the symbol “AEI”. |
| |
|
|
| Public
Offering Price |
|
$1.00
per share |
| |
|
|
| Risk
Factors |
|
Investing
in our common stock involves a high degree of risk. You should read the “Risk Factors” section beginning on page
S-4 of this prospectus supplement and page S-2 of the accompanying prospectus and in the documents incorporated by reference in
this prospectus supplement for a discussion of factors to consider before deciding to invest in our common stock. |
The
number of shares of our common stock that are and will be outstanding immediately before and after this offering as shown above is based
on 9,235,119 shares outstanding as of January 2, 2025. The number of shares outstanding as of January 2, 2025, as used throughout
this prospectus supplement, unless otherwise indicated, excludes, as of that date:
| |
● |
603,051
shares of common stock issuable upon exercise
of warrants to purchase common stock with a weighted-average exercise price of $80.46 per share. |
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should carefully consider the following risks and all of the other information
contained in this prospectus supplement, the accompanying prospectus, and the information and documents incorporated by reference before
deciding whether to invest in our securities, including the risks and uncertainties described below and under the caption “Risk
Factors” in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, in each case
as these risk factors are amended or supplemented by subsequent Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q. Our business,
financial condition, results of operations and future prospects may be adversely affected as a result of such risks. In such an event,
the market price of our common stock could decline, and you could lose part or all of your investment.
Risks
Related to this Offering and the Ownership of Our Securities
Management
will have broad discretion as to the use of the proceeds from this offering, and may not use the proceeds effectively.
Our
management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways
that may not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively
could have a material adverse effect on our business and cause the price of our common stock to decline.
Our
common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of the securities.
Although
our common stock is traded on The Nasdaq Capital Market, the volume of trading has historically been limited. Our average daily trading
volume of our shares from January 1, 2024 to December 31, 2024 was approximately 28,967 shares. Thinly traded stocks can
be more volatile than stock trading in a more active public market. We cannot predict whether and to what the extent to which an active
public market for our common stock will develop or be sustained. Therefore, a holder of our common stock who wishes to sell his or her
shares may not be able to do so immediately or at an acceptable price.
In
addition, our common stock has experienced, and is likely to experience, significant price and volume fluctuations in the future, which
could adversely affect the market prices of our common stock without regard to our operating performance. In addition, we believe that
factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial
markets could cause the market prices of our common stock to fluctuate substantially. These fluctuations may also cause short sellers
to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market
participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.
An
investment in our common stock is speculative, and there can be no assurance of any return on any such investment.
Investors
are cautioned that an investment in the shares offered hereby is highly speculative and involves a significant degree of risk. The success
of our business and the ability to achieve our business goals and objectives, as outlined in this prospectus, are subject to numerous
uncertainties, contingencies and risks. As such, there is no assurance that investors will realize a return on their investment or that
they will not lose their entire investment. Potential investors should carefully consider whether such a speculative investment is suitable
for their financial situation and investment objectives before purchasing shares of our common stock.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
All
statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference that are not historical
facts should be considered “Forward Looking Statements” within the meaning of the “Safe Harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. Some of the forward-looking statements can be identified by the
use words such as “believe,” “expect,” “may,” “estimates,” “should,” “seek,”
“approximately,” “intend,” “plan,” “estimate,” “project,” “continue”
or “anticipates” or similar expressions or words, or the negatives of those expressions or words. These statements may be
made directly in this prospectus supplement and the accompanying prospectus and they may also be incorporated by reference in this prospectus
supplement and accompanying prospectus from other documents filed with the SEC, and include, but are not limited to, statements about
future financial and operating results and performance, statements about our plans, objectives, expectations and intentions with respect
to future operations, products and services, and other statements that are not historical facts. These forward-looking statements are
based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition, these forward-looking
statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results
may differ materially from the anticipated results discussed in these forward-looking statements.
We
undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments
or otherwise, except as may be required by applicable laws or regulations.
USE
OF PROCEEDS
We
estimate that the net proceeds to us from this offering will be approximately $1.2 million after deducting placement agent
fees and other estimated offering expenses payable by us for this offering.
We
intend to use the net proceeds from this offering for working capital and other general corporate purposes.
Investors
must rely on the judgment of our management, who will have broad discretion regarding the application of the net proceeds of this offering.
The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our
operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds
of this offering for other purposes. Pending these uses, we intend to invest the net proceeds of this offering in a money market or other
interest-bearing account.
DIVIDEND
POLICY
Since
inception, we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable
future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business,
our board of directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend
upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.
DESCRIPTION
OF SECURITIES OFFERED
We
are offering 1,500,000 shares of our common stock.
General
Our
authorized capital stock consists of 250,000,000 shares of common stock, $0.001 par value per share, and 25,000,000 shares of blank check
preferred stock, $0.001 par value per share. As of January 2, 2025, there were 9,235,119 shares of common stock and 0 shares of
preferred stock outstanding.
This
description is intended as a summary and is qualified in its entirety by reference to our restated certificate of formation and by-laws,
which are filed, or incorporated by reference, as exhibits to our filings with the Securities and Exchange Commission.
Common
Stock
The
material terms and provisions of our common stock and each other class of our securities which qualifies or limits our common stock are
described in the section entitled “Description of Capital Stock” beginning on page 4 of the accompanying prospectus.
PLAN
OF DISTRIBUTION
We
have engaged Aegis Capital Corp., to act as our sole placement agent to solicit offers to purchase the shares offered by this prospectus
supplement on a best efforts basis. The placement agent is not purchasing or selling any such securities, nor is it required to arrange
for the purchase and sale of any specific number or dollar amount of such securities, other than to use its “best efforts”
to arrange for the sale of such securities by us. The terms of this offering were subject to market conditions and negotiations between
us, the placement agent and prospective investors. The placement agent may retain sub-agents and selected dealers in connection with
this offering. We will have one closing for all the shares purchased in this offering.
We
have entered into a securities purchase agreement directly with investors for the sale of all of the shares being offered hereunder.
Delivery
of the shares offered hereby is expected to occur on or about January 3, 2025 subject to satisfaction of certain customary closing conditions.
We
have agreed to pay the placement agent a fee equal to 7% of the gross proceeds received in the offering and pay to the placement agent
a cash fee equal to 1% of the aggregate purchase price paid by investors in this offering for non-accountable expenses. In addition,
we have agreed to reimburse the placement agent for its legal fees, and disbursements and expenses in connection with this offering in
an amount of $50,000.
| | |
Per Share | | |
Total | |
| Public offering price | |
$ | 1.00 | | |
$ | 1,500,000 | |
| Placement agent fees(1) | |
$ | 0.07 | | |
$ | 105,000 | |
| Proceeds, before expenses, to us | |
$ | 0.93 | | |
$ | 1,395,000 | |
| (1) |
Represents
a cash fee equal to 7% of the aggregate purchase price paid by investors in this offering. We have also agreed to reimburse the placement
agent for the fees and disbursements of its legal counsel in an amount of $50,000 and pay to the placement agent a cash fee equal
to 1% of the aggregate purchase price paid by investors in this offering for non-accountable expenses. See “Plan of Distribution”
beginning on page S-7 of this prospectus supplement for a description of the compensation to be received by the placement agent. |
We
will pay the placement agent’s legal expenses relating to the offering in the amount of $50,000. We estimate the total expenses
payable by us for this offering, excluding the placement agent fees and expenses, will be approximately $175,000.
We
anticipate payment to the placement agent of approximately $155,000, consisting of $105,000 for the placement agent
fee, and up to $50,000 for the reimbursement of legal expenses which are payable by us.
Company
Standstill
We have agreed
that without the prior written consent of the investors, the Company will not, for a period of thirty (30) days after the closing
of the placement, (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company
or any securities convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration
statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable
or exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described
in subsections (a) or (b) hereof.
Right
of First Refusal
We have granted
Aegis a right of first refusal for a period of 12 months from the closing of this offering to act as (i) sole book-runner, sole manager,
sole placement agent or sole agent in the event we decide to finance or refinance any of our indebtedness and (ii) sole book-running
manager, sole underwriter or sole placement agent in the event we decided to raise funds by means of a public offering (including an
at-the-market offering) or a private placement or any other capital raising financing of equity, equity-linked or debt securities.
Regulation
M
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. As an underwriter, the placement Agent would be required to comply with the requirements
of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and
Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the placement
agent acting as principal. Under these rules and regulations, the placement agent:
| |
● |
may
not engage in any stabilization activity in connection with our securities; and |
| |
● |
may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until it has completed its participation in the distribution. |
Listing
Our
common stock is listed on The Nasdaq Capital Market under the trading symbol “AEI.”
Other
Relationships
The
placement agent and its respective affiliates may in the future engage in investment banking and other commercial dealings in the ordinary
course of business with us or our affiliates. The placement agent may in the future receive customary fees and commissions for these
transactions.
In
the ordinary course of its various business activities, the placement agent and its affiliates may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of its customers, and such investment and securities activities may involve securities and/or
instruments of the issuer. The placement agent and its affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Discretionary
Accounts
The
placement agent does not intend to confirm sales of the shares offered hereby to any accounts over which it has discretionary authority.
Indemnification
We
have agreed to indemnify the placement agent against certain liabilities, including certain liabilities arising under the Securities
Act, or to contribute to payments that the placement agent may be required to make for these liabilities.
Determination
of Offering Price
The
public offering price of the shares we are offering was negotiated between us and the investors, in consultation with the placement agent
based on the trading of our common stock prior to the offering, among other things. Other factors considered in determining the public
offering price of the shares we are offering include our history and prospects, the stage of development of our business, our business
plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities
markets at the time of the offering and such other factors as were deemed relevant.
Electronic
Offer, Sale and Distribution
This
prospectus in electronic format may be made available on websites or through other online services maintained by the placement agent,
or by its affiliates. Other than this prospectus in electronic format, the information on the placement agent’s website and any
information contained in any other website maintained by the placement agent is not part of this prospectus or the registration statement
of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent in its capacity as a placement
agent, and should not be relied upon by investors.
Offer
Restrictions Outside the United States
Other
than in the United States, no action has been taken by us or the placement agent that would permit a public offering of the shares offered
by this prospectus in any jurisdiction where action for that purpose is required. The shares offered by this prospectus may not be offered
or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer
and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with the applicable rules and regulations of that jurisdiction. Persons who come into possession of this prospectus are advised to inform
themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in
which such an offer or a solicitation is unlawful
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Direct Transfer, LLC, Raleigh, North Carolina.
EXPERTS
The
consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’
equity and cash flows for each of the two years in the period ended December 31, 2023 and the related notes, incorporated by reference
into this prospectus supplement, have been audited by Grassi & Co., CPAs, P.C., the independent registered public accounting firm
of the Company, as stated in their report thereon, which includes an explanatory paragraph as to the Company’s ability to continue
as a going concern, which is incorporated herein by reference. Such financial statements have been incorporated herein by reference in
reliance on the report of such firm given upon their authority as experts in accounting and auditing.
LEGAL
MATTERS
Certain
legal matters with respect to the validity of the shares being offered by this prospectus supplement and accompanying prospectus will
be passed upon by Travis Heuszel, Houston, Texas. The placement agent is being represented by
Kaufman & Canoles, P.C., Richmond, VA, in connection with this offering.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement and the accompanying
prospectus, which means that we can disclose important information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and the accompanying prospectus,
and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained
in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus
supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement or the accompanying
prospectus modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings we may make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act in this prospectus supplement and the accompanying prospectus, on or after the date of this prospectus supplement
and prior to the termination of the offering of the shares described in this prospectus supplement. We are not, however, incorporating
by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed”
with the SEC, including the performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits
furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been
filed with the SEC:
| |
● |
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024; |
| |
● |
our
Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May 15, 2024, for the quarterly
period ended June 30, 2024, filed with the SEC on August 13, 2024, and for the quarterly period ended September 30, 2024, filed with
the SEC on November 14, 2024; |
| |
● |
our
Current Reports on Form 8-K filed with the SEC on January 16, 2024, March 14, 2024, April 18, 2024, May 22, 2024, September 27, 2024,
October 15, 2024, November 22, 2024, November 26, 2024, December 5, 2024, and December 16, 2024; |
| |
● |
the
description of our common stock in our Registration on Form 8-A (File No. 001-36057), filed with the SEC on November 23, 2020, as
updated by our proxy statement filed on April 25, 2022 and our Current Report on Form 8-K filed September 6, 2022. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference
into this prospectus supplement and the accompanying prospectus and deemed to be part of this prospectus supplement and the accompanying
prospectus from the date of the filing of such reports and documents.
Any
statement contained in this prospectus supplement or the accompanying prospectus or in a document incorporated or deemed to be incorporated
by reference into this prospectus supplement will be deemed to be modified or superseded for purposes hereof to the extent that a statement
contained in this prospectus supplement or the accompanying prospectus or any other subsequently filed document that is deemed to be
incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and accompanying prospectus.
You
may request a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits, unless
they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Alset
Inc.
4800
Montgomery Lane, Suite 210
Bethesda,
Maryland 20814
Telephone:
(301) 971-3940
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares offered hereby. This
prospectus supplement, which constitutes a part of the registration statement, does not contain all of the information set forth in the
registration statement or the exhibits and schedules filed therewith. For further information about us and our securities offered hereby,
we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus supplement
and the accompanying prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration
statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract
or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the SEC. The address is http://www.sec.gov.
We
are subject to the reporting requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and
other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the
SEC’s website. We also maintain a website at https://www.alsetinc.com, at which you may access these materials
free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information
contained in, or that can be accessed through, our website is not part of this prospectus. You may also request a copy of these
filings, at no cost, by writing or telephoning us at: 4800 Montgomery Lane, Suite 210, phone number (301) 971-3940.
PROSPECTUS
Alset
EHome International Inc.
$75,000,000
Common
Stock
Preferred
Stock
Warrants
Rights
Units
From
time to time, we may offer and sell up to $75,000,000 in aggregate of the securities described in this prospectus separately or together
in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. You should carefully read
this prospectus and the applicable prospectus supplement, together with any documents incorporated by reference herein, before you invest
in our securities.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “AEI.”
The
last reported sale price of our common stock on the Nasdaq Capital Market on April 8, 2022 was $0.74 per share. The aggregate market
value of our outstanding common stock held by non-affiliates is $51,191,658.58, based on 113,187,898 shares of outstanding common stock,
of which 69,177,917 shares are held by non-affiliates, and a per share price of $0.74, which was the closing sale price of our
common stock on the Nasdaq Capital Market on April 8, 2022. During the 12 calendar month period that ends on, and includes, the date
of this prospectus, we have not offered and sold any of our securities pursuant to General Instruction I.B.6 of Form S-3.
Investing
in any of our securities involves a high degree of risk. Please read carefully the section entitled “Risk Factors”
on page 4 of this prospectus, the “Risk Factors” section contained in the applicable prospectus supplement and the information
included and incorporated by reference in this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is ,
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration or continuous offering process. Under this shelf registration process, we may, from time to time,
sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of
$75,000,000.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. If the information varies
between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus
supplement.
Before
purchasing any securities, you should carefully read both this prospectus and any prospectus supplement, together with the additional
information described under the heading “Information We Incorporate by Reference.” You should rely only on the information
contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on
behalf of us or to which we have referred you. Neither we nor any underwriters have authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the
information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on
its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated
by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since
those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference
is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to
the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under
the heading “Where You Can Find More Information.”
This
prospectus and any applicable prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the registered securities to which they relate. We are not making offers to sell common stock or any other securities described
in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to do so
or to anyone to whom it is unlawful to make an offer or solicitation.
Unless
otherwise expressly indicated or the context otherwise requires, we use the terms “Alset,” the “Company,” “we,”
“us,” “our” or similar references to refer to Alset EHome International Inc. and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed our registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended, or the Securities Act. We
also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
that we file with the SEC, including the registration statement and the exhibits to the registration statement, at the SEC’s Public
Reference Room located at 100 F Street, N.E., Washington D.C. 20549. You may obtain further information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC’s web site at
www.sec.gov. These documents may also be accessed on our web site at www.alsetehomeintl.com. Information contained on our web site is
not incorporated by reference into this prospectus and you should not consider information contained on our web site to be part of this
prospectus.
This
prospectus and any prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information
in the registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Other documents
establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an amendment
to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.
INFORMATION
WE INCORPORATE BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be part of this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into
this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this
document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes
the statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with SEC rules):
| |
● |
our
Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022; |
| |
|
|
| |
● |
our
Current Reports on Form 8-K filed with the SEC on January
20, 2022; January
21, 2022; January
25, 2022; January
25, 2022; January 27, 2022; February 1, 2022; February 8, 2022; February 17, 2022; February 25, 2022; and March 1, 2022. |
| |
|
|
| |
● |
the
description of our common stock, which is contained in the Registration Statement on Form 8-A, as filed with the SEC on November
23, 2020, as updated by the description of our common stock contained in Exhibit 4.9 to our Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on March 31, 2022. |
We
also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, (i) after the date of this prospectus and prior to effectiveness of this registration
statement on Form S-3 and (ii) on or after the date of this prospectus and prior to the termination of the offerings under this prospectus
and any prospectus supplement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in this prospectus
any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant
to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified
in such Current Reports.
We
will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered
a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference
as an exhibit to this prospectus) at no cost, upon a request to us by writing or telephoning us at the following address and telephone
number:
Alset
EHome International Inc.
4800
Montgomery Lane, Suite 210
Bethesda,
Maryland 20814
(301)
971-3940
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, including the documents incorporated by reference herein, may contain or incorporate “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934. In this context, forward-looking statements mean statements
related to future events, may address our expected future business and financial performance, and often contain words such as “expects”,
“anticipates”, “intends”, “plans”, “believes”, “will”, “should”,
“could”, “would” or “may” and other words of similar meaning. Forward-looking statements by their
nature address matters that are, to different degrees, uncertain. Various risks and uncertainties, including those discussed in this
and our other filings with the SEC, could cause our actual future results to differ materially from those expressed in our forward-looking
statements.
All
written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety
by the cautionary statements disclosed under “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended
December 31, 2021, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the
SEC, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any prospectus supplement. Accordingly,
forward-looking statements should be not be relied upon as a predictor of actual results. Readers are urged to carefully review and consider
the various disclosures made in this prospectus and in our other filings with the SEC that attempt to advise interested parties of the
risks and factors that may affect our business. We do not undertake to update our forward-looking statements to reflect events or circumstances
that may arise after the date of this prospectus, except as required by law.
Alset
EHome International Inc.
We
are a diversified holding company principally engaged through our subsidiaries in the development of EHome communities and other real
estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United
States, Singapore, Hong Kong, Australia and South Korea. We manage our three principal businesses primarily through our 77% owned subsidiary,
Alset International Limited (“Alset International”), a public company traded on the Singapore Stock Exchange. Through this
subsidiary (and indirectly, through other public and private U.S. and Asian subsidiaries), we are actively developing real estate projects
near Houston, Texas and in Frederick, Maryland in our real estate segment. We have designed applications for enterprise messaging and
e-commerce software platforms in the United States and Asia in our digital transformation technology business unit. Our biohealth segment
includes sale of consumer products. We identify global businesses for acquisition, incubation and corporate advisory services, primarily
related to our operating business segments.
We
also have ownership interests outside of Alset International, including a 41.3% equity interest in American Pacific Bancorp Inc., an
indirect 15.8% equity interest in Holista CollTech Limited, a 15.5% equity interest in True Partner Capital Holding Limited, a 28.5%
equity interest in DSS Inc. (“DSS”), an 18% equity interest in Value Exchange International, Inc., a 17.5% equity interest
in American Premium Water Corp., and an interest in Alset Capital Acquisition Corp. (“Alset Capital”). American Pacific Bancorp
Inc. is a financial network holding company. Holista CollTech Limited is a public Australian company that produces natural food ingredients
(ASX: HCT). True Partner Capital Holding Limited is a public Hong Kong company which operates as a fund management company in the U.S.
and Hong Kong. DSS is a multinational company operating businesses within nine divisions: product packaging, biotechnology, direct marketing,
commercial lending, securities and investment management, alternative trading, digital transformation, secure living, and alternative
energy. DSS Inc. is listed on the NYSE American (NYSE: DSS). Value Exchange International, Inc. is a provider of information technology
services for businesses, and is traded on the OTCQB (OTCQB: VEII). American Premium Water Corp. is a publicly traded consumer products
company (OTCPK: HIPH). Alset Capital is a newly organized blank check company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses and is listed
on the Nasdaq (Nasdaq: ACAXU, ACAX, ACAXW and ACAXR).
Under
the guidance of Chan Heng Fai, our founder, Chairman and Chief Executive Officer, who is also our largest stockholder, we have positioned
ourselves as a participant in these key markets through a series of strategic transactions. Our growth strategy is both to pursue acquisition
opportunities that we can leverage on our global network using our capital and management resources and to accelerate the expansion of
our organic businesses.
We
generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over
time. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where
our management can provide value by advising on new markets and expansion. We have at times provided a range of global capital and management
services to these companies in order to gain access to Asian markets. We have historically favored businesses that improve an individual’s
quality of life or that improve the efficiency of businesses through technology in various industries. We believe our capital and management
services provide us with a competitive advantage in the selection of strategic acquisitions, which creates and adds value for our company
and our stockholders.
We
intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under the
Investment Company Act by, among other things, (i) in the event of acquisitions, purchasing all or substantially all of an acquisition
target’s voting stock, and only in limited cases purchase less than 51% of the voting stock; (ii) monitoring our operations and
our assets on an ongoing basis in order to ensure that we own no less than a majority, or other control, of Alset International and that
Alset International, in turn, owns no less than a majority, or other control, of LiquidValue Development Inc. and other such subsidiaries
with significant assets and operations; and (iii) limiting additional equity investments into affiliated companies including our majority-owned
and/or controlled operating subsidiaries, except in special limited circumstances. Additionally, we will continue to hire in-house management
personnel and employees with industry background and experience, rather than retaining traditional investment portfolio managers to oversee
our group of companies.
We
were incorporated in the State of Delaware on March 7, 2018 as HF Enterprises Inc. Effective as of February 5, 2021, the Company changed
its name from “HF Enterprises Inc.” to “Alset EHome International Inc.” We effected such name change pursuant
to a merger entered into with a wholly owned subsidiary, Alset EHome International Inc. We are the surviving entity following this merger
and have adopted the name of our former subsidiary. In connection with our name change, our trading symbol on the Nasdaq Stock Market
was changed from “HFEN” to “AEI.”
The following chart illustrates
the current corporate structure of our key operating entities:
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider any risk factors
set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors
discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and each subsequently filed Quarterly
Report on Form 10-Q and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange. See “Where You Can Find More Information” and “Information We Incorporate By Reference.”
Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations
and prospects, and could result in a partial or complete loss of your investment. Additional risks and uncertainties not presently known
to us, or that we currently deem immaterial, may also adversely affect our business. In addition, past financial performance may not
be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise specified
in any prospectus supplement, we currently intend to use the net proceeds from the sale of our securities offered under this prospectus
(i) to fund possible acquisitions of new companies and additional properties, (ii) to fund the further development of properties, including
services and infrastructure; (iii) to develop rental opportunities at properties; (iv) to exercise warrants of our subsidiaries to accomplish
the items in (i) – (iii) and (v) for working capital and general corporate purposes. Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction of indebtedness.
A
significant portion of the net proceeds from the sale of securities offered under this prospectus may be used to fund possible acquisitions
of new companies in the markets in which we operate, or may operate in the future, and to acquire additional real estate development
properties. We intend to acquire all or substantially all of an acquisition target’s voting stock and only in limited cases acquire
less than 51% of the voting stock. We have no such acquisition agreements or commitments in place at this time. Pending any specific
application, we may initially invest funds in short-term marketable securities or apply them to the reduction of indebtedness.
DESCRIPTION
OF CAPITAL STOCK
The
following description summarizes important terms of our common stock. For a complete description, you should refer to our certificate
of incorporation and bylaws, forms of which are incorporated by reference to the exhibits to the registration statement of which this
prospectus is a part, as well as the relevant portions of the Delaware law. References to our certificate of incorporation and bylaws
are to our certificate of incorporation and our bylaws, respectively, each of which will become effective upon completion of this offering.
General
Our
authorized capital stock consists of 250,000,000 shares of common stock with a $0.001 par value per share, and 25,000,000 shares of blank
check preferred stock with a $0.001 par value per share. Our board of directors may establish the rights and preferences of the preferred
stock from time to time. As of April 11, 2022, there were 113,187,898 shares of common stock issued and outstanding, and 0 shares of
preferred stock issued or outstanding.
Common
Stock
Each
holder of our common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are no
cumulative rights. Subject to any preferential rights of any outstanding preferred stock, holders of our common stock are entitled to
receive ratably the dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
If
there is a liquidation, dissolution or winding up of our company, holders of our common stock would be entitled to share in our assets
remaining after the payment of liabilities and any preferential rights of any outstanding preferred stock.
Holders
of our common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund
provisions applicable to the common stock. All outstanding shares of our common stock will be fully paid and non-assessable. The rights,
preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders
of shares of any series of preferred stock which we may designate and issue in the future.
Preferred
Stock
Under
the terms of our certificate of incorporation, our board of directors is authorized to issue shares of preferred stock in one or more
series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred
stock.
The
purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays
associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection
with possible future acquisitions and other corporate purposes, will affect, and may adversely affect, the rights of holders of common
stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common
stock until the board of directors determines the specific rights attached to that preferred stock. The effects of issuing preferred
stock could include one or more of the following:
| ● | restricting
dividends on the common stock; |
| ● | diluting
the voting power of the common stock; |
| ● | impairing
the liquidation rights of the common stock; or |
| ● | delaying
or preventing changes in control or management of our company. |
We
have no present plans to issue any shares of preferred stock.
Effect
of Certain Provisions of our Charter and Bylaws and the Delaware Anti-Takeover Statute
Certain
provisions of Delaware law, our certificate of incorporation and our bylaws contain provisions that could have the effect of delaying,
deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the effect
of discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons
seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection
of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal
to acquire us because negotiation of these proposals could result in an improvement of their terms.
No
cumulative voting
The
Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors
unless our certificate of incorporation provides otherwise. Our certificate of incorporation and bylaws prohibit cumulative voting in
the election of directors.
Undesignated
preferred stock
The
ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferred
stock with voting or other rights or preferences that could impede the success of any attempt to change control. These and other provisions
may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.
Calling
of special meetings of stockholders
Our
charter documents provide that a special meeting of stockholders may be called only by resolution adopted by our board of directors,
chairman of the board of directors or chief executive officer or upon the written request of stockholders owning at least 33.3% of the
outstanding common stock. Stockholders owning less than such required amount may not call a special meeting, which may delay the ability
of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action,
including the removal of directors.
Requirements
for advance notification of stockholder nominations and proposals
Our
bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors,
other than nominations made by or at the direction of the board of directors or a committee of the board of directors. However, our bylaws
may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions
may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of
directors or otherwise attempting to obtain control of our company.
Section
203 of the Delaware General Corporation Law
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly-held
Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year
period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed
manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies
one of the following conditions:
| ● | Before
the stockholder became interested, our board of directors approved either the business combination
or the transaction which resulted in the stockholder becoming an interested stockholder; |
| ● | Upon
consummation of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of determining
the voting stock outstanding, shares owned by persons who are directors and also officers,
and employee stock plans, in some instances, but not the outstanding voting stock owned by
the interested stockholder; or |
| ● | At
or after the time the stockholder became interested, the business combination was approved
by our board of directors and authorized at an annual or special meeting of the stockholders
by the affirmative vote of at least two-thirds of the outstanding voting stock which is not
owned by the interested stockholder. |
Section
203 defines a business combination to include:
| ● | Any
merger or consolidation involving the corporation and the interested stockholder; |
| ● | Any
sale, transfer, lease, pledge or other disposition involving the interested stockholder of
10% or more of the assets of the corporation; |
| ● | Subject
to exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder; |
| ● | subject
to exceptions, any transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the corporation beneficially
owned by the interested stockholder; and |
| ● | the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation. |
In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Choice
of Forum
Our
certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii)
any action asserting a claim of breach of a fiduciary duty owed by our directors, officers or other employees to us or to our stockholders,
(iii) any action asserting a claim against us or any director, officer or other employee arising pursuant to any provision of the Delaware
General Corporation Law, our certificate of incorporation or bylaws or (iv) any action asserting a claim governed by the internal affairs
doctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable
parties named as defendants; provided that these provisions of our certificate of incorporation will not apply to suits brought to enforce
a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Our certificate
of incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving
any complaint asserting a cause of action arising under the Securities Act, unless we consent in writing to the selection of an alternative
forum.
Limitations
of Liability and Indemnification
Section
145 of the Delaware General Corporation Law (the “DGCL”) provides for, under certain circumstances, the indemnification of
our officers, directors, employees and agents against liabilities that they may incur in such capacities. A summary of the circumstances
in which such indemnification provided for is contained herein.
In
general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including
any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity
may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in or not opposed to our best interest; and (iii) with respect to any criminal action, such person had no reasonable
cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination
of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders
that the applicable standard of conduct was met by the individual to be indemnified.
The
statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or
otherwise in defense of any proceeding to which he was a party, he is entitled to receive indemnification against expenses, including
attorneys’ fees, actually and reasonably incurred in connection with the proceeding.
Indemnification
in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only
with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions,
the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interest and must not have
been adjudged liable to us unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification
is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection
with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper
personal benefit.
Delaware
law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding
in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement
to repay such advances if it is determined that he is not entitled to be indemnified by us.
The
statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude
other rights under our certificate of incorporation, bylaws, resolutions of our stockholders or disinterested directors, or otherwise.
These
indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure
to the benefit of the heirs, executors and administrators of such persons.
The
statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer,
employee or agent against any liability asserted against or incurred by him in such capacity arising out of his status as such. Such
policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.
Our
Certificate of Incorporation provides that to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended,
a director of our company shall not be personally liable to our company or its stockholders for monetary damages for breach of fiduciary
duty as a director.
Our
bylaws provide that each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director
or officer of our company or is or was serving at the request of our company as a director, officer, employee, or agent of another corporation
or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the
basis of such proceeding is alleged action in an official capacity as such director, officer, employee, or agent, or in any other capacity
while serving as such director, officer, employee, or agent, shall be indemnified and held harmless by our company to the fullest extent
permitted by the DGCL, as the same exists or may hereafter be amended, against all expense, liability, and loss (including attorneys’
fees, judgments, fines, other expenses and losses, amounts paid or to be paid in settlement, and excise taxes or penalties arising under
the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit
of his or her heirs, executors, and administrators.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
Exchange
Listing
Our
common stock is listed on the Nasdaq Capital Market under the symbol “AEI.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Direct Transfer, LLC, Raleigh, North Carolina.
DESCRIPTION
OF WARRANTS
General
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material
terms and provisions of the warrants that we may offer under this prospectus, which consist of warrants to purchase shares of common
stock and/or preferred stock in one or more series. Warrants may be offered independently or together with shares of common stock and/or
preferred stock in one or more series by any prospectus supplement and may be attached to or separate from those securities.
While
the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the
particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement. The specific terms of any
warrants may differ from the description provided below as a result of negotiations with third parties in connection with the issuance
of those warrants, as well as for other reasons. Because the terms of any warrants we offer under a prospectus supplement may differ
from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different
from the summary in this prospectus.
We
will issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. We use the term
“warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent” to refer to
the warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with the
warrants and will not act as an agent for the holders or beneficial owners of the warrants.
We
will incorporate by reference into the registration statement of which this prospectus is a part the form of warrant agreement, including
a form of warrant certificate, that describes the terms of the series of warrants we are offering before the issuance of the related
series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified
in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge
you to read any applicable prospectus supplement related to the warrants that we sell under this prospectus, as well as the complete
warrant agreement that contain the terms of the warrants and defines your rights as a warrant holder.
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants. If warrants for the purchase of shares
of common stock and/or preferred stock are offered, the prospectus supplement will describe the following terms, to the extent applicable:
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the
offering price and the aggregate number of warrants offered; |
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the
total number of shares that can be purchased if a holder of the warrants exercises them; |
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the
number of warrants being offered with each share of common stock or preferred stock; |
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the
date on and after which the holder of the warrants can transfer them separately from the related shares of common stock or preferred
stock; |
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the
number of shares of common stock or preferred stock that can be purchased if a holder exercises the warrant and the price at which
those shares may be purchased upon exercise, including, if applicable, any provisions for changes to or adjustments in the exercise
price and in the securities or other property receivable upon exercise; |
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the
terms of any rights to redeem or call, or accelerate the expiration of, the warrants; |
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the
date on which the right to exercise the warrants begins and the date on which that right expires; |
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federal
income tax consequences of holding or exercising the warrants; and |
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the warrants. |
Warrants
for the purchase of shares of common stock or preferred stock will be in registered form only.
A
holder of warrant certificates may exchange them for new certificates of different denominations, present them for registration of transfer
and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement.
Until any warrants to purchase shares of common stock or preferred stock are exercised, holders of the warrants will not have any rights
of holders of the underlying shares of common stock or preferred stock, including any rights to receive dividends or to exercise any
voting rights, except to the extent set forth under “Warrant Adjustments” below.
Exercise
of Warrants
Each
holder of a warrant is entitled to purchase the number of shares of common stock or preferred stock, as the case may be, at the exercise
price described in the applicable prospectus supplement. After the close of business on the day when the right to exercise terminates
(or a later date if we extend the time for exercise), unexercised warrants will become void.
A
holder of warrants may exercise them by following the general procedure outlined below:
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deliver
to the warrant agent the payment required by the applicable prospectus supplement to purchase the underlying security; |
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properly
complete and sign the reverse side of the warrant certificate representing the warrants; and |
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deliver
the warrant certificate representing the warrants to the warrant agent within five business days of the warrant agent receiving payment
of the exercise price. |
If
you comply with the procedures described above, your warrants will be considered to have been exercised when the warrant agent receives
payment of the exercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed
on such date. After you have completed those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver
to you the shares of common stock or preferred stock that you purchased upon exercise. If you exercise fewer than all of the warrants
represented by a warrant certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders
of warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying
securities in connection with the exercise of the warrants.
Amendments
and Supplements to the Warrant Agreements
We
may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the
warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant
agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not
materially adversely affect the interests of the holders of the warrants.
Warrant
Adjustments
Unless
the applicable prospectus supplement states otherwise, the exercise price of, and the number of securities covered by, a warrant for
shares of common stock or preferred stock will be adjusted proportionately if we subdivide or combine our common stock or preferred stock,
as applicable. In addition, unless the prospectus supplement states otherwise, if we, without payment:
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pay
any cash to all or substantially all holders of our common stock or preferred stock, other than a cash dividend paid out of our current
or retained earnings; |
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issue
any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to all or substantially all holders of our
common stock or preferred stock; or |
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issue
common stock, preferred stock or additional shares or other securities or property to all or substantially all holders of our common
stock or preferred stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement; |
then
the holders of common stock warrants or preferred stock warrants will be entitled to receive upon exercise of the warrants, in addition
to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of shares
and other securities and property such holders would have been entitled to receive had they held the common stock or preferred stock
issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional
shares and other securities and property.
Except
as stated above, the exercise price and number of securities covered by a warrant for shares of common stock or preferred stock, and
the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided
for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the
right to purchase those securities or securities convertible into or exchangeable for those securities.
Holders
of common stock warrants or preferred stock warrants may have additional rights under the following circumstances:
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certain
reclassifications, capital reorganizations or changes of the common stock or preferred stock; |
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certain
share exchanges, mergers, or similar transactions involving us that result in changes of the common stock or preferred stock; or |
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certain
sales or dispositions to another entity of all or substantially all of our property and assets. |
If
one of the above transactions occurs and holders of our common stock or preferred stock are entitled to receive shares, securities or
other property with respect to or in exchange for their securities, the holders of the common stock warrants or preferred stock warrants
then-outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares and other
securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately
before the transaction.
DESCRIPTION
OF RIGHTS
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general
features of the rights that we may offer under this prospectus. We may issue rights to our stockholders to purchase shares of our common
stock and/or any of the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be
entered into between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the
rights and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement
may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary
is different from the summary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus
is a part, the form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related
series of rights. The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including,
where applicable, the following:
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the
date for determining the persons entitled to participate in the rights distribution; |
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the
exercise price for the rights; |
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the
aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
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the
number of rights issued to each stockholder and the number of rights outstanding, if any; |
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the
extent to which the rights are transferable; |
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the
date on which the right to exercise the rights will commence and the date on which the right will expire; |
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the
extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
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anti-dilution
provisions of the rights, if any; and |
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
rights. |
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued
in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through
agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as
described in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We
may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units
consisting of a combination of common stock and warrants to purchase common stock. The following description sets forth certain general
terms and provisions of the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if
any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.
Each
unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have
the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which
may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified
date. A copy of the forms of the unit agreement and the unit certificate relating to any particular issue of units will be filed with
the SEC each time we issue units, and you should read those documents for provisions that may be important to you. For more information
on how you can obtain copies of the forms of the unit agreement and the related unit certificate, see “Where You Can Find More
Information.”
The
prospectus supplement relating to any particular issuance of units will describe the terms of those units, including, to the extent applicable,
the following:
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the
designation and terms of the units and the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately; |
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any
provision for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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whether
the units will be issued in fully registered or global form. |
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time, by a variety of methods, including the following:
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on
any national securities exchange or quotation service on which our securities may be listed at the time of sale, including the Nasdaq
Capital Market; |
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in
the over-the-counter market; |
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in
transactions otherwise than on such exchange or in the over-the-counter market, which may include privately negotiated transactions
and sales directly to one or more purchasers; |
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through
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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through
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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through
underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination of these methods; |
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through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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a
combination of any of these methods; or |
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by
any other method permitted pursuant to applicable law. |
The
securities may be distributed from time to time in one or more transactions:
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at
a fixed price or prices, which may be changed; |
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at
market prices prevailing at the time of sale; |
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at
prices related to such prevailing market prices; or |
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at
negotiated prices. |
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to
be underwriting discounts and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or
FINRA, the maximum amount of underwriting compensation, including underwriting discounts and commissions, to be paid in connection with
any offering of securities pursuant to this prospectus may not exceed 8% of the aggregate principal amount of securities offered. We
may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities
Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This
may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more
securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making
purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain
the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions
allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that
which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If
indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers
by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement,
pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These
purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational
and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered
by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance
of these contracts.
We
may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us, or borrowed from us or others to settle those sales or to close out any related
open borrowings of common stock, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of our common stock. In addition, we may loan or pledge securities to a financial institution or other third party that
in turn may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third
party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of
the securities offered by this prospectus, and any supplement thereto, will be passed upon by Sichenzia Ross Ference LLP.
EXPERTS
The
audited consolidated financial statements of the Company and its subsidiaries, as of and for the year ended December 31, 2021 included
in this prospectus have been so included in reliance upon the report of Grassi & Co., CPAs,
P.C., independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.
The
audited consolidated financial statements of the Company and its subsidiaries, as of and for the year ended December 31 2020 included
in this prospectus have been so included in reliance upon the report of Briggs & Veselka Co., independent registered public accountants,
upon the authority of said firm as experts in accounting and auditing.
1,500,000
Shares of Common Stock
Alset
Inc.
PROSPECTUS SUPPLEMENT
Aegis Capital Corp.
January 2, 2025
Alset (NASDAQ:AEI)
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