The
information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these
securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where
the offer or sale is not permitted.
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-264234
Subject
to Completion
Preliminary
Prospectus Supplement dated February 6, 2023
Preliminary
Prospectus Supplement
(To
prospectus dated May 5, 2022)
Shares
of Common Stock
Pre-Funded
Warrants to Purchase up to Shares of Common Stock
Alset
Inc.
We
are offering shares of common stock, par value $0.001 per share. Each share of common
stock is being sold at a price of $ . We are also offering pre-funded warrants to purchase up to an aggregate
of shares of common stock to institutional investors whose
purchase of shares of common stock in this offering would otherwise result in such purchasers, together with their affiliates and
certain related parties, beneficially owning more than 4.99% (or, at the election of the purchasers, 9.99%) of our outstanding
shares of common stock immediately following the closing of this offering. Subject to limited exceptions, a holder of pre-funded
warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates,
would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock
outstanding immediately after giving effect to such exercise. This offering also relates to the shares of common stock issuable upon
exercise of any pre-funded warrants sold in this offering. Each pre-funded warrant is being sold at a price of $ .
Each
pre-funded warrant will have an exercise price per share of common stock equal to $0.001 and will be exercisable at any time after its
original issuance until exercised in full.
Our
shares of common stock are listed on the Nasdaq Capital Market under the symbol “AEI.” There is no established trading market
for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the pre-funded warrants
on any securities exchange or other nationally recognized trading system. On February 3, 2023, the last reported sale price of
our shares of common stock, as reported on the Nasdaq Capital Market, was $3.10 per share.
The
aggregate market value of our outstanding common stock held by non-affiliates is $12,804,921.20 based on 7,422,846 shares of outstanding
common stock on February 6, 2023, of which 3,249,980 shares are held by non-affiliates, and a per share price of $3.94,
which was the closing sale price of our common stock on the Nasdaq Capital Market on December 8, 2022. During the 12 calendar
month period ending February 6, 2023, we have not offered and sold any of our securities pursuant to General Instruction I.B.6
of Form S-3.Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary offerings on Form
S-3 with a value exceeding more than one-third of our public float in any 12 calendar month period so long as our public float remains
below $75.0 million.
One or more of
our officers, directors, and existing stockholders have indicated interests in
purchasing up to $1 million of shares of our common stock to be sold in this offering at the public offering price and on the same terms
as the shares being offered. Because this indication of interest is not a binding agreement or commitment to purchase, such parties may
determine to purchase more, fewer or no shares in this offering, and we and the underwriter are under no obligation to sell shares to
these parties.
Investing
in our securities involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and elsewhere in
this prospectus supplement and the 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 nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
| |
Per Share | | |
Per Pre-Funded Warrant | | |
Total | |
Public offering price | |
$ | | | |
$ | | | |
$ | | |
Underwriting discounts (8.0%)(1) | |
$ | | | |
$ | | | |
$ | | |
Proceeds to us, before expenses(2) | |
$ | | | |
$ | | | |
$ | | |
(1) |
See
“Underwriting” beginning on page S-17 of this prospectus supplement for additional information regarding total
underwriting compensation. For example, we have agreed to reimburse the underwriter for certain expenses. |
|
|
(2) |
The
above summary of offering proceeds does not give effect to any proceeds from the exercise of the pre-funded warrants being issued
in this offering. |
We
have granted the underwriter the right to purchase up to additional shares
of common stock at the public offering price, less underwriting discounts and commissions. The underwriter can exercise this right at
any time within 45 days from the date of this prospectus supplement. If the underwriter exercises this option in full, the total underwriting
discounts and commissions payable by us will be $ and the total proceeds
to us from this offering, before expenses, will be $ , excluding
the proceeds, if any, from the exercise of the pre-funded warrants.
Delivery
of the shares of common stock will be made through the book-entry facilities of The Depository Trust Company. Delivery of the pre-funded
warrants will be made by physical delivery. We anticipate that delivery of the shares of common stock and pre-funded warrants will be
made on or about , 2023, subject to customary closing conditions.
Sole
Book-Running Manager
AEGIS
CAPITAL CORP.
Prospectus
Supplement dated , 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the securities we are 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 about us and the securities we may offer from time to
time, some of which may not apply to this offering. Generally, when we refer to this prospectus supplement, 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 accompanying prospectus or any document incorporated by reference herein filed prior to the date of this prospectus supplement, you
should rely on the information in this prospectus supplement; provided that 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 in 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 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 or expressly referenced therein. 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 underwriters have 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, 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 securities. 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, 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 “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanying
prospectus.
We
are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The distribution
of this prospectus supplement and the accompanying prospectus and the offering of the securities 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 securities 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.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement and accompanying prospectus is part of the registration statement on Form S-3 we filed with the Securities and
Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and does not
contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus supplement and accompanying
prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits
that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus
supplement and accompanying prospectus for a copy of such contract, agreement or other document. Because the Company is subject to the
information and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we file annual,
quarterly and current reports, proxy and information statements and other information with the SEC. These SEC filings are available to
the public over the Internet at the SEC’s website at http://www.sec.gov. Our SEC filings and information about the Company is also
available on the Company’s website, www.alsetinc.com. Other than any SEC filings incorporated by reference in this prospectus supplement
and the accompanying prospectus, the information available on the Company’s website is not part of this prospectus supplement and
the accompanying prospectus.
INCORPORATION
OF CERTAIN INFORMATION 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 securities 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, 2021, filed with the SEC on March 31, 2022; |
|
● |
our
Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 13, 2022, for the quarterly
period ended June 30, 2022, filed with the SEC on August 15, 2022, and for the quarterly period ended September 30, 2022, filed with
the SEC on November 14, 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; March
1, 2022; May
4, 2022 ; June
6, 2022 ; June
28, 2022 ; July
8, 2022 ; July
14, 2022 ; July
19, 2022, July
20, 2022 ; September
12, 2022 ; October
6, 2022 ; October
7, 2022 ; November
3, 2022 ; December
2, 2022 ; December
5, 2022 ; December
12, 2022 ; December
15, 2022 ; December
28, 2022 ; January
13, 2023, and January
20, 2023; |
|
● |
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
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus are forward-looking
statements, as defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts
included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein regarding
our financial position, business strategy, plans and objectives of management for future operation and industry conditions are forward-looking
statements.
Forward-looking
statements include statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying
assumptions and other statements which are other than statements of historical facts. Words such as “anticipate,” “estimate,”
“expect,” “forecast,” “intend,” “plan,” “predict,” “project,”
“believe,” “seek,” “will,” “may” and similar expressions are forward-looking statements
and accordingly involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed
in the forward-looking statements. The Company’s expectations, beliefs and projections are expressed in good faith and are believed
by the Company to have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections
will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important
factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking
statements: economic conditions generally and in the industries in which we may participate,
competition within our chosen industry, including competition from much larger competitors, technological advances, failure to successfully
develop business relationships and the other factors discussed under “Risk Factors” in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2021.
|
● |
the
occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems or on systems; |
|
|
|
|
● |
actions
or inactions of third-party operators of our properties; |
|
|
|
|
● |
costs
and liabilities associated with real estate and property management laws; |
|
|
|
|
● |
challenges
or delays in our creation or development of new products, technologies and indications could adversely impact our long-term success; |
|
|
|
|
● |
evolving
geopolitical and military hostilities between Russia and Ukraine; |
|
|
|
|
● |
the
ongoing COVID-19 pandemic, including any reactive or proactive measures taken by businesses, governments and by other organizations
related thereto, and the direct and indirect effects of COVID-19 on the market for and price of oil; and |
|
|
|
|
● |
the
other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31,
2021. |
For
a discussion of these risks and other factors that could cause actual results to differ materially from results referred to in the forward-looking
statements, see “Risk Factors” in this prospectus supplement and in the documents incorporated by reference herein.
All
forward-looking statements, expressed or implied, included in this prospectus supplement and attributable to us are expressly qualified
in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent
written or oral forward-looking statements that we or persons acting on our behalf may issue. The Company disclaims any obligation to
update any forward-looking statements to reflect events or circumstances after the date hereof except as required by law.
SUMMARY
This
summary highlights information about us and our securities being offered by this prospectus supplement. This summary is not complete
and may not contain all of the information that you should consider prior to investing in our securities. For a more complete understanding
of our Company, we encourage you to read this prospectus supplement, including the information incorporated by reference in this prospectus
supplement and the other documents to which we have referred you.
Alset
Inc.
We
are a diversified holding company principally engaged through our subsidiaries and associates 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 and South Korea. Two of our main businesses operate primarily through our 85.4% 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. Recently, the Company
expanded its real estate portfolio to single family rental homes, and we currently own 132 homes that are rented or are available for
rent. Our biohealth segment includes sale of consumer products. We also identify and acquire companies with high growth potential
and develop these acquired companies through synergistic integration, operational and management efficiency.
Through
our other 99.7% owned subsidiary, Gigworld Inc, we design applications for enterprise messaging and e-commerce software platforms in
the United States and Asia.
We
also have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Bancorp Inc., an
indirect 15.5% equity interest in Holista CollTech Limited, a 39.5% equity interest in Value Exchange International, Inc., a 0.8% equity
interest in American Wealth Mining Corp., and an interest in Alset Capital Acquisition Corp. (“Alset Capital”). Together
with Alset International Limited, we have a combined 45.2% equity interest in DSS Inc. (“DSS”). 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). DSS is a multinational public corporation with a diversified portfolio of businesses across the 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. (“VEII”),
is a U.S. public holding company headquartered in Hong Kong, with offices in Shenzhen, Guangzhou, Shanghai, and Beijing China, Manila
and Kuala Lumpur. VEII provides integrating, market-leading Point-of-Sale/Point-of-Interaction (POS/POI), Merchandising, CRM & Reward,
Locational Based (GPS & Indoor Positioning System (IPS)) Marketing, Customer Analytics, and Business Intelligence solutions. VEII’s
retail POS solutions process tens of millions of transactions per year at approximately 20,000 retail outlets in Asia. and is traded
on the OTCQB (OTCQB: VEII). American Wealth Mining 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 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.”
On
October 4, 2022, we merged into a wholly-owned subsidiary in Texas, and we changed our name to “Alset Inc.” and our state
of incorporation from Delaware to Texas. Following this name change, our shares of common stock continued to be listed on the Nasdaq
Stock Market under the symbol “AEI”.
On
December 6, 2022, we filed a Certificate of Amendment to our Certificate of Formation with the Texas Secretary of State to effect a 1-for-20
reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was effective as of December 28, 2022.
Unless
otherwise expressly provided herein, all share amounts and prices in this prospectus supplement have been adjusted to give effect to
the Reverse Stock Split.
The
following chart illustrates the current corporate structure of our key operating entities:
Corporate
Information
The
Company’s principal executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814, and its telephone
number is (301) 971-3940.
THE
OFFERING
The
summary below describes the principal terms of this offering of our securities. See “Description of the Securities We Are Offering”
for a more detailed description of our securities being offered. As used in this section, the terms “us,” “we”
or “our” refer to Alset Inc. and not any of its subsidiaries.
Common
stock offered by us |
|
shares. |
|
|
|
Pre-funded
warrants offered by us |
|
Pre-funded
warrants to purchase up to an aggregate of shares of common stock. We are offering
the pre-funded warrants to institutional investors whose purchase of shares of common stock in this offering would otherwise result
in such purchasers, together with their affiliates and certain related parties, beneficially owning more than 4.99% (or, at the
election of the purchasers, 9.99%) of our outstanding shares of common stock immediately following the closing of this offering.
Each pre-funded warrant is exercisable for one share of common stock. Each pre-funded warrant is being sold for a price of $ . Each
pre-funded warrant will have an exercise price per share of common stock of $0.001, will be immediately exercisable and may be
exercised at any time until exercised in full. This prospectus supplement also relates to the offering of the shares of common stock
issuable upon exercise of the pre-funded warrants. The exercise price and number of shares of common stock issuable upon exercise
will be subject to certain further adjustments as described herein. |
|
|
|
Option
to purchase additional securities |
|
The
underwriter has a 45-day option to purchase up to additional shares of our
common stock at the public offering price, less underwriting discounts and commissions. |
|
Common
stock to be outstanding immediately after this offering |
|
shares
(or shares if the underwriter exercises its option to purchase additional shares in full), in each case assuming all of the
pre-funded warrants issued in this offering are exercised. |
Use
of proceeds |
|
We
estimate that our net proceeds from our issuance and sale of shares of our common stock and
pre-funded warrants to purchase shares of common stock will be approximately $ million, after
deducting the estimated underwriting discounts and commissions and estimated offering expenses
payable by us, and excluding the proceeds, if any, from the subsequent exercise of the pre-funded
warrants issued pursuant to this offering.
If
the underwriter exercises its option to purchase additional securities in full, we estimate the net proceeds from this offering will
be approximately $ million from the sale of our securities, after deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us.
We
currently intend to use the net proceeds from this offering (i) to fund possible acquisitions of new companies and additional properties,
(ii) to fund the further acquisitions and/or 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.
See
“Use of Proceeds” beginning on page S-11 in this prospectus supplement and in the documents incorporated herein by reference
for further information regarding our use of the proceeds in this offering. |
|
|
|
Risk
factors |
|
See
“Risk Factors” beginning on page S-9 in this prospectus supplement and in the documents incorporated herein by reference
for a discussion of factors that you should consider carefully before deciding to invest in our securities. |
|
|
|
Listing |
|
Our
common stock is listed on the Nasdaq Capital Market under the symbol “AEI.” The shares of common stock offered hereby
and the shares of common stock issuable upon exercise of the pre-funded warrants will be listed on the Nasdaq Capital Market. We
do not intend to list the pre-funded warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally
recognized trading system. |
|
|
|
Dividend
policy |
|
We
currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development
of our business. Our future ability to pay cash dividends on our capital stock may be limited by the terms of any future debt or
preferred securities or future credit facility. |
|
|
|
Indication of Interest |
|
One or more of our officers,
directors, and existing stockholders have indicated interests in purchasing up to $1 million of shares of our common stock to be
sold in this offering at the public offering price and on the same terms as the other shares being offered. Because this indication
of interest is not a binding agreement or commitment to purchase, such parties may determine to purchase more, fewer or no shares
in this offering, or the underwriter may determine to sell more, fewer or no shares to such parties. |
The
number of shares to be outstanding after this offering is based on 7,422,846 shares of common stock outstanding as of February 6,
2023, which number excludes any shares of common stock issuable under existing warrants. There are currently 456,653 shares
of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $111.60 per share.
Unless
otherwise indicated, all information contained in this prospectus supplement assumes (i) that the underwriter has not exercised its option
to purchase additional securities, (ii) no exercise of existing outstanding warrants and (iii) no exercise of warrants offered in this
offering.
RISK
FACTORS
An
investment in our securities involves risks. You should carefully consider the risk factors described below and incorporated by reference
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and all other information contained in or incorporated
by reference into this prospectus supplement and the accompanying prospectus, as updated by our subsequent filings under the Exchange
Act. Our business, financial condition, operating results or cash flow could be materially and adversely affected by these risks. As
a result, the market price for our common stock could decline, and you could lose all or part of your investment. Additional risks and
uncertainties that are not yet identified or that we think are immaterial may also materially harm our business, financial condition,
operating results or cash flow and could result in a complete or partial loss of your investment.
Risks
Related to Our Company
Disruptions
in the financial markets and uncertain economic conditions could adversely affect the value of our real estate investments and other
business interests.
Disruptions
in the financial markets could adversely affect the value of our real estate investments and other business interests. Concerns over
economic recession, the COVID-19 pandemic, interest rate increases, policy priorities of the U.S. presidential administration, trade
wars, labor shortages, or inflation may contribute to increased volatility and diminished expectations for the economy and markets. Additionally,
concern over geopolitical issues may also contribute to prolonged market volatility and instability. For example, the conflict between
Russia and Ukraine has led to disruption, instability and volatility in global markets and industries. The U.S. government and other
governments in jurisdictions have imposed severe economic sanctions and export controls against Russia and Russian interests, have removed
Russia from the SWIFT system, and have threatened additional sanctions and controls. The impact of these measures, as well as potential
responses to them by Russia, is unknown. Such conditions could impact real estate fundamentals and result in lower occupancy, lower rental
rates, and declining values in our real estate portfolio and in the collateral securing our loan investments. As a result, the value
of our property investments could decrease below the amounts paid for such investments, the value of collateral securing our loans could
decrease below the outstanding principal amounts of such loans, and revenues from our properties could decrease due to fewer and/or delinquent
tenants or lower rental rates. Additionally, an increase in interest rates may reduce demand for property development and the value of
the land we own. These factors would significantly harm our revenues, results of operations, financial condition, business prospects
and our ability to make distributions to our stockholders.
Risks
Related to This Offering
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.
We
have no plans to pay dividends on our common stock.
We
do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain future earnings,
if any, to finance the expansion of our business. Our future dividend policy is within the discretion of our board of directors and will
depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment
opportunities.
There
is no public market for the pre-funded warrants being offered in this offering.
There
is no established public trading market for the pre-funded warrants being offered in this offering, and we do not expect a market to
develop. In addition, we do not intend to apply to list the pre-funded warrants on any securities exchange or nationally recognized trading
system. Without an active market, the liquidity of the pre-funded warrants will be limited.
CAPITALIZATION
The
following table sets forth our cash and cash equivalents and consolidated capitalization as of September 30, 2022:
|
● |
on
an actual basis; and |
|
|
|
|
● |
on
an as adjusted basis to give effect to the receipt of the estimated net proceeds of $ from the sale of shares of our common stock
and pre-funded warrants, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable
by us, and excluding the proceeds, if any, from the subsequent exercise of the pre-funded warrants issued pursuant to this offering. |
You
should read the following table together with “Description of Capital Stock” beginning on page 4 of the accompanying prospectus,
and our financial statements and related notes to those statements and the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, which
is incorporated by reference into this prospectus supplement.
| |
(In thousands, except percentages)
As of September 30, 2022 | |
| |
Actual | | |
As
adjusted | |
Cash
and Cash Equivalents | |
$ | | | |
$ | | |
| |
| | | |
| | |
Long-term
debt | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’
equity | |
| | | |
| | |
Common
Stock, $0.001 par value; 250,000,000 shares authorized; 7,422,846 issued and outstanding at September 30, 2022 actual, and
shares issued and outstanding as adjusted | |
| 7,423 | | |
| | |
Additional
paid-in capital | |
| 322,311,077 | | |
| | |
| |
| | | |
| | |
Accumulated
Deficit | |
| (175,407,945 | ) | |
| | |
| |
| | | |
| | |
Total stockholders’
equity | |
$ | 159,559,906 | | |
$ | | |
Total liabilities and stockholders’
equity | |
$ | 164,664,506 | | |
$ | | |
The
number of shares to be outstanding after this offering is based on 7,422,846 shares of common stock outstanding as of February 6,
2023, which number excludes any shares of common stock issuable under outstanding warrants with an average weighted exercise price
of $111.60 per share.
USE
OF PROCEEDS
We
estimate that the net proceeds from this offering will be approximately $
million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and excluding
the proceeds, if any, from the subsequent exercise of the pre-funded warrants offered and issued pursuant to this offering.
If
the underwriter exercises its option to purchase additional securities in full, we estimate the net proceeds from this offering will
be approximately $ million from the sale of our securities,
after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and excluding the proceeds,
if any, from the subsequent exercise of the pre-funded warrants offered and issued pursuant to this offering.
We
currently intend to use the net proceeds from this offering (i) to fund possible acquisitions of new companies and additional properties,
(ii) to fund the further acquisitions and/or 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.
However,
the timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated
growth of our business. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for
the net proceeds to us from this offering. As a result, our management will have broad discretion regarding the timing and application
of the net proceeds from this offering.
Description
of Capital Stock
The
following description summarizes important terms of our capital stock. For a complete description, you should refer to our restated certificate
of formation and bylaws, which are incorporated by reference into the registration statement of which this prospectus supplement forms
a part, as well as the relevant portions of Texas law.
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 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, all in the manner provided by the Texas Business Organizations Code (“TBOC”). As of February 6, 2023,
there were 7,422,846 shares of common stock issued and 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 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, after payment or provision for payment of the debts and other liabilities
of the Company, and subject to the rights of the holders of Preferred Stock in respect thereof, holders of our common stock would be
entitled to such amounts as provided under applicable law.
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 formation, 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 Certificate of Formation and Bylaws and the Texas Business Organizations Code
Certain
provisions of Texas law, our certificate of formation 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
Our
certificate of formation 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
Under
the TBOC, stockholders are guaranteed the right to call special meetings. Unless otherwise specified in the corporation’s certificate
of formation, holders of not less than 10% of all of the shares entitled to vote at the proposed meeting have the right to call a special
stockholders’ meeting. The certificate of formation may allow for special meetings to be called by a number of shares greater than
or less than 10%, but it may not set the required number of shares above 50%. The president, board of directors, or any other person
authorized to call special meetings by the certificate of formation or bylaws of the corporation may also call special stockholders’
meetings.
Our
certificate of formation sets the percentage of stockholders required to call a special meeting at no less than fifty percent of those
stockholders entitled to vote on the subject matter for which the meeting is called. Additionally, special meetings of stockholders may
be called by the President or the Board 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.
Texas
Business Combination Statutes
In
general, the TBOC prohibits specific mergers, sales of assets, reclassifications and other transactions between a Texas public corporation
and an “affiliated shareholder” for a period of three years after the date the shareholder obtained “affiliated shareholder”
status. An “affiliated shareholder” is defined as a person who beneficially owns (or has owned within the preceding three-year
period) 20% or more of the outstanding stock of a Texas public corporation for a period of three years following the shareholder acquiring
shares representing 20% or more of the corporation’s voting power.
The
TBOC provides an exception to this prohibition if: (i) the board of directors of the corporation approves the transaction or the acquisition
of shares by the affiliated shareholder prior to the affiliated shareholder becoming an affiliated shareholder, (ii) two-thirds (or a
higher if specified in the certificate of formation) of the unaffiliated stockholders approve the transaction at a meeting held no earlier
than six months after the shareholder acquires that ownership, or (iii) if the affiliated shareholder was an affiliated shareholder before
December 31, 1996, and continued as such through the date of the transaction. Our bylaws enable
us to opt out of the Texas business combinations statute.
Choice
of Forum
Our
certificate of formation and bylaws do not include choice of forum provisions.
Limitations
of Liability and Indemnification
The
TBOC 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.
Texas
law permits a corporation to indemnify a director or former director, against judgments and expenses reasonably and actually incurred
by the person in connection with a proceeding if the person: (i) acted in good faith, (ii) reasonably believed, in the case of conduct
in the person’s official capacity, that the person’s conduct was in the corporation’s best interests, and otherwise,
that the person’s conduct was not opposed to the corporation’s best interests, and (iii) in the case of a criminal proceeding,
did not have a reasonable cause to believe the person’s conduct was unlawful.
If,
however, the person is found liable to the corporation, or is found liable on the basis he received an improper personal benefit, then
indemnification under Texas law is limited to the reimbursement of reasonable expenses actually incurred and no indemnification will
be available if the person is found liable for: (i) willful or intentional misconduct in the performance of the person’s duty to
the corporation, (ii) breach of the person’s duty of loyalty owed to the enterprise, or (iii) an act or omission not committed
in good faith that constitutes a breach of a duty owed by the person to the corporation.
Our
certificate of formation provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary
damages for an act or omission in the director’s capacity as a director. However, the certificate of formation does not eliminate
or limit the liability of a director to the extent the director is found liable under applicable law for (i) a breach of the director’s
duty of loyalty to the corporation or its stockholders, (ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the corporation or involves intentional misconduct or a knowing violation of law, (iii) a transaction from which the
director received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the director’s
duties, or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute.
If
the TBOC or other applicable law is amended to authorize corporate action further eliminating or limiting the liability of directors,
then the liability of a director of the corporation will be eliminated or limited to the fullest extent permitted by the TBOC or other
applicable law, as amended. Any repeal or modification of our certificate of formation by the stockholders of the corporation shall not
adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
Our
bylaws provide that any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action
or other proceeding (whether civil, criminal, administrative, arbitrative, or investigative), including any appeal thereof, or any inquiry
or investigation that could lead to such an action or proceeding, 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 partner, director, officer, venturer, proprietor, trustee, employee,
administrator, or agent of another entity, organization or an employee benefit plan, shall be indemnified and held harmless by our company
to the fullest extent permitted by the TBOC.
If
the TBOC is amended, substituted, or replaced, only to the extent that such amendment, substitution, or replacement permits the Company
to provide broader indemnification rights than the TBOC permitted the Company to provide prior to such amendment, substitution, or replacement,
against all judgments (including arbitration awards), court costs, penalties, settlements, fines, excise, and other similar taxes and
reasonable attorneys’ fees actually incurred by the covered person in connection with such proceeding. The right to indemnification
in this our bylaws continues as to a covered person who has ceased to be a director, officer, or delegate and shall inure to his or her
heirs, executors, or 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.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
In
this offering, we are offering shares of our common stock and pre-funded warrants to purchase shares of common stock (and the shares
of common stock issuable from time to time upon exercise of the offered pre-funded warrants). No fractional warrants will be issued.
Common
Stock
The
material terms and provisions of our common stock and each other class of our securities that qualifies or limits our common stock are
described under the caption “Description of Capital Stock” starting on page S-12 of this prospectus supplement. Our common
stock is listed on the Nasdaq Capital Market under the symbol “AEI.” Our transfer agent and registrar for our common stock
is Direct Transfer, LLC.
Pre-Funded
Warrants
The
following is a summary of the material terms and provisions of the pre-funded warrants that are being offered hereby. This summary is
subject to and qualified in its entirety by the form of pre-funded warrants, which has been provided to the investors in this offering
and which will be filed with the SEC as an exhibit to a Current Report on Form 8-K in connection with this offering and incorporated
by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully
review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the pre-funded
warrants.
Duration
and Exercise Price
The
pre-funded warrants offered hereby will have an exercise price of $0.001 per share. The pre-funded warrants will be immediately
exercisable and may be exercised at any time after their original issuance until such pre-funded warrants are exercised in full. The
exercise price and number of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of share
dividends, share splits, reorganizations or similar events affecting our shares of common stock. Pre-funded warrants will be issued in
certificated form only.
Exercisability
The
pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a
cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants
to the extent that the holder would own more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common
stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may
increase the amount of ownership of outstanding shares of common stock after exercising the holder’s pre-funded warrants up to
9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership
is determined in accordance with the terms of the pre-funded warrants.
Cashless
Exercise
The
pre-funded warrants will also be exercisable on a “cashless exercise” basis under which the holder will receive upon such
exercise a net number of common shares determined according to a formula set forth in the pre-funded warrants.
Fundamental
Transactions
In
the event of any fundamental transaction, as described in the pre-funded warrants and generally including any merger with or into another
entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of common stock,
then upon any subsequent exercise of a pre-funded warrant, the holder will have the right to receive as alternative consideration, for
each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction,
the number of shares of common stock of the successor or acquiring corporation or of our company, if it is the surviving corporation,
and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of common stock
for which the pre-funded warrant is exercisable immediately prior to such event.
Transferability
In
accordance with its terms and subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender
of the pre-funded warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer
taxes (if applicable).
Fractional
Shares
No
fractional shares of common stock will be issued upon the exercise of the pre-funded warrants. Rather, the number of shares of common
stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market
There
is no established trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for
a listing for the pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an active trading
market, the liquidity of the pre-funded warrants will be limited.
Rights
as a Stockholder
Except
as otherwise provided in the pre-funded warrants or by virtue of the holders’ ownership of shares of common stock, the holders
of pre-funded warrants will not have the rights or privileges of holders of our shares of common stock, including any voting rights,
until such pre-funded warrant holders exercise their warrants.
Amendment
and Waiver
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.
UNDERWRITING
We
have entered into an underwriting agreement with Aegis Capital Corp. (the “underwriter”) as the sole book-running manager
of this offering. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter, and the
underwriter has agreed to purchase from us, shares of common stock and pre-funded warrants to purchase shares of common stock. Our shares
of common stock are listed on the Nasdaq Capital Market under the symbol “AEI.”
Pursuant
to the terms and subject to the conditions contained in the underwriting agreement, we have agreed to sell to the underwriter named below,
and the underwriter has agreed to purchase from us, the number of shares of common stock and pre-funded warrants set forth opposite its
name below:
Underwriter | |
Number
of Shares | | |
Number
of Pre-Funded Warrants | |
Aegis
Capital Corp. | |
| | | |
| | |
Total: | |
| | | |
| | |
The
underwriting agreement provides that the obligation of the underwriter to purchase the shares of common stock and pre-funded warrants
offered by this prospectus supplement is subject to certain conditions. The underwriter is obligated to purchase all of the shares of
common stock and pre-funded warrants offered hereby if any of the securities are purchased, other than those shares covered by the option
to purchase additional shares described below.
One or more of
our officers, directors, and existing stockholders have indicated interests in
purchasing up to $1 million of shares of our common stock to be sold in this offering at the public offering price and on the same terms
as the other shares being offered. Because this indication of interest is not a binding agreement or commitment to purchase, such parties
may determine to purchase more, fewer or no shares in this offering. We and the underwriter are under no obligation to sell shares to
such parties. The underwriter could determine to sell more, fewer or no shares to such parties.
Option
to Purchase Additional Securities
We
have granted the underwriter an option to purchase additional securities. This option, which is exercisable for up to 45 days after the
date of this prospectus supplement, permits the underwriter to purchase up to shares of common stock at a public offering price of $
per share, less underwriting discounts and commissions.
Discounts,
Commissions and Expenses
The
underwriter proposes to offer the shares of common stock and pre-funded warrants pursuant to the underwriting agreement to the public
at the combined public offering price set forth on the cover page of this prospectus supplement and to certain dealers at that price
less a concession not in excess of $ per share based on the combined public offering price per share, or pre-funded warrant, set forth
on the cover page of this prospectus supplement. After this offering, the public offering price and concession may be changed by the
underwriter. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus
supplement.
In
connection with the sale of the shares of common stock and pre-funded warrants to be purchased by the underwriter, the underwriter will
be deemed to have received compensation in the form of underwriting discounts and commissions. The underwriting discounts and commissions
will be 8.0% of the gross proceeds of this offering, or $ per share of common stock, or pre-funded warrant. In addition, we have
agreed to pay the underwriter a non-accountable expense allowance equal to 1.0% of the offering gross proceeds.
We
have also agreed to pay expenses incurred by us in connection with the offering, including, without limitation: (a) all filing fees and
expenses relating to the registration of the Securities with the SEC; (b) all FINRA Public Offering filing fees; (c) all fees and expenses
relating to the listing of the Company’s equity or equity-linked securities on an Exchange; (d) all fees, expenses and disbursements
relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other
jurisdictions as the underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable
fees and disbursements of the Company’s “blue sky” counsel, which will be the underwriter’s counsel) unless such
filings are not required in connection with the Company’s proposed Exchange listing; (e) all fees, expenses and disbursements relating
to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the underwriter
may reasonably designate; (f) the costs of all mailing and printing of the offering documents; (g) transfer and/or stamp taxes, if any,
payable upon the transfer of Securities from the Company to the underwriter; (h) the fees and expenses of the Company’s accountants;
and (i) $50,000 for legal fees and disbursements for the underwriter’s counsel.
The
following table shows underwriting discounts and commissions payable to the underwriter by us in connection with this offering:
| |
Per
Share | | |
Per
Pre-Funded Warrant | | |
Total
without Option | | |
Total
with Option | |
Public
offering price | |
$ | | | |
| | | |
$ | | | |
$ | | |
Underwriting
discounts and commissions | |
$ | | | |
| | | |
$ | | | |
$ | | |
We
estimate the total expenses payable by us for this offering will be approximately $ , which amount excludes underwriting discounts and
commissions.
Indemnification
Pursuant
to the underwriting agreement, we have agreed to indemnify the underwriter against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the underwriter or such other indemnified parties may be required to make in respect
of those liabilities.
Determination
of Offering Price
The
actual offering price of the securities we are offering will be negotiated between us and the underwriter based on the trading of our
shares of common stock prior to the offering, among other things.
Lock-Up
Agreements
Our
directors, executive officers, and shareholders holding at least ten percent of the outstanding common stock, have agreed for a period
of 90 days, after the date of the lock-up agreements, subject to certain exceptions, not to directly or indirectly offer, sell, or otherwise
transfer or dispose of, directly or indirectly, any shares of the Company or any securities convertible into or exercisable or exchangeable
for the common stock of the Company.
Company
Standstill
The
Company has agreed, for a period of ninety (90) days after the closing of this offering, that it will not, without the prior written
consent of the underwriter, (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 SEC 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, subject to certain exceptions set forth in Section 3.17 of the underwriting agreement.
Right
of First Refusal
Pursuant
to the terms of the underwriting agreement, if, for the period beginning on the closing date of the offering and ending twelve
(12) months from the closing of this offering, subject to certain exceptions set forth in the underwriting agreement, we (a) decide
to finance or refinance any indebtedness, the underwriter (or any affiliate designated by the underwriter) shall have the right to act
as the sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decide
to raise funds by means of a public offering (including an at-the-market facility) or a private placement or any other capital raising
financing of equity, equity-linked or debt securities, the underwriter (or any affiliate designated by the underwriter) shall have the
right to act as the sole book-running manager, sole underwriter or sole placement agent for such financing. For avoidance of doubt, the
right of first refusal shall not apply to any issuances of securities by the Company to affiliates and subsidiaries of the Company, as
long as the affiliates and subsidiaries agree to not sell the shares during the 90-day standstill period following the
closing of this offering.
Price
Stabilization, Short Positions and Penalty Bids
The
underwriter may engage in syndicate covering transactions, stabilizing transactions and penalty bids or purchases for the purpose of
pegging, fixing or maintaining the price of our shares of common stock:
|
● |
Syndicate
covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover
syndicate short positions. Such a naked short position would be closed out by buying securities in the open market. A naked short
position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the securities
in the open market after pricing that could adversely affect investors who purchase in the offering. |
|
|
|
|
● |
Stabilizing
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum. |
|
|
|
|
● |
Penalty
bids permit the underwriter to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate
member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
These
syndicate covering transactions, stabilizing transactions and penalty bids may have the effect of raising or maintaining the market prices
of our securities or preventing or retarding a decline in the market prices of our securities. As a result, the price of our shares of
common stock may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriter make any representation
or prediction as to the effect that the transactions described above may have on the price of our shares of common stock. These transactions
may be effected on the Nasdaq Capital Market, in the over-the-counter market or on any other trading market and, if commenced, may be
discontinued at any time.
In
connection with this offering, the underwriter also may engage in passive market making transactions in our shares of common stock in
accordance with Regulation M during a period before the commencement of offers or sales of our shares of common stock in this offering
and extending through the completion of the distribution. In general, a passive market maker must display its bid at a price not in excess
of the highest independent bid for that security. However, if all independent bids are lowered below the passive market maker’s
bid that bid must then be lowered when specific purchase limits are exceeded. Passive market making may stabilize the market price of
the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Neither
we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described
above may have on the prices of our securities. In addition, neither we nor the underwriter make any representation that the underwriter
will engage in these transactions or that any transactions, once commenced, will not be discontinued without notice.
Electronic
Offer, Sale and Distribution of Securities
A
prospectus in electronic format may be made available on the websites maintained by the underwriter, if any, participating in this offering
and the underwriter may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these
websites is not part of this prospectus supplement or the registration statement of which this prospectus supplement forms a part, has
not been approved or endorsed by us or the underwriter, and should not be relied upon by investors.
Other
Relationships
From
time to time, certain of the underwriter and its affiliates may provide in the future, various advisory, investment and commercial banking
and other services to us in the ordinary course of business, for which they may receive customary fees and commissions.
LEGAL
MATTERS
The
validity of the securities being offered under this prospectus supplement by us will be passed upon for us by Jones, Davis & Jackson,
PC. The underwriter is being represented in connection with this offering by Kaufman & Canoles, P.C.
EXPERTS
Independent
Accountants
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.
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:
|
● |
the
offering price and the aggregate number of warrants offered; |
|
|
|
|
● |
the
total number of shares that can be purchased if a holder of the warrants exercises them; |
|
|
|
|
● |
the
number of warrants being offered with each share of common stock or preferred stock; |
|
|
|
|
● |
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; |
|
|
|
|
● |
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; |
|
|
|
|
● |
the
terms of any rights to redeem or call, or accelerate the expiration of, the warrants; |
|
|
|
|
● |
the
date on which the right to exercise the warrants begins and the date on which that right expires; |
|
|
|
|
● |
federal
income tax consequences of holding or exercising the warrants; and |
|
|
|
|
● |
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:
|
● |
deliver
to the warrant agent the payment required by the applicable prospectus supplement to purchase the underlying security; |
|
|
|
|
● |
properly
complete and sign the reverse side of the warrant certificate representing the warrants; and |
|
|
|
|
● |
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:
|
● |
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; |
|
|
|
|
● |
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 |
|
|
|
|
● |
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:
|
● |
certain
reclassifications, capital reorganizations or changes of the common stock or preferred stock; |
|
|
|
|
● |
certain
share exchanges, mergers, or similar transactions involving us that result in changes of the common stock or preferred stock; or |
|
|
|
|
● |
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:
|
● |
the
date for determining the persons entitled to participate in the rights distribution; |
|
|
|
|
● |
the
exercise price for the rights; |
|
|
|
|
● |
the
aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
|
|
|
|
● |
the
number of rights issued to each stockholder and the number of rights outstanding, if any; |
|
|
|
|
● |
the
extent to which the rights are transferable; |
|
|
|
|
● |
the
date on which the right to exercise the rights will commence and the date on which the right will expire; |
|
|
|
|
● |
the
extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
|
|
|
|
● |
anti-dilution
provisions of the rights, if any; and |
|
|
|
|
● |
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:
|
● |
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; |
|
|
|
|
● |
any
provision for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
|
|
|
|
● |
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:
|
● |
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; |
|
|
|
|
● |
in
the over-the-counter market; |
|
|
|
|
● |
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; |
|
|
|
|
● |
through
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
● |
through
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
|
|
|
● |
through
underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination of these methods; |
|
|
|
|
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
|
|
|
● |
a
combination of any of these methods; or |
|
|
|
|
● |
by
any other method permitted pursuant to applicable law. |
The
securities may be distributed from time to time in one or more transactions:
|
● |
at
a fixed price or prices, which may be changed; |
|
|
|
|
● |
at
market prices prevailing at the time of sale; |
|
|
|
|
● |
at
prices related to such prevailing market prices; or |
|
|
|
|
● |
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.
Shares
of Common Stock
Pre-Funded
Warrants to Purchase up to Shares
of Common Stock
Alset
Inc.
Sole
Book-Running Manager
AEGIS
CAPITAL CORP.
PROSPECTUS
SUPPLEMENT
,
2023
HF Enterprises (NASDAQ:HFEN)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
HF Enterprises (NASDAQ:HFEN)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024