Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On December 10, 2024, DSS, Inc. (the "Company" or the "Seller") entered into securities purchase agreement(s) (the "Purchase Agreement(s)") with Alset Inc. ("Alset" or the "Buyer") pursuant to which the Company agreed to sell and issue in a private placement (the "Private Placement") an aggregate of 820,597 shares (the "Shares") of the Company's common stock ("Common Stock"), par value $0.02 per share.

Additionally, the Company entered into a Purchase Agreement with Heng Fai Ambrose Chan, pursuant to which the Company agreed to sell in the same Private Placement an aggregate of 205,149 Shares of the Company's Common Stock, par value $0.02 per share.

Each share was sold at a purchase price equal to $0.9749 per share, upon the terms and conditions described in the Purchase Agreement, as annexed to this current report on Form 8-K as exhibit 10.1 hereto.

The gross proceeds from the Private Placement were approximately $1,000,000, and the Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

The Purchase Agreement(s) also contain representations, warranties, indemnification and other provisions customary for transactions of this nature. The Private Placement is expected to close on or around December 16, 2024.