Current Report Filing (8-k)
May 04 2022 - 4:17PM
Edgar (US Regulatory)
0001750106
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0001750106
2022-04-29
2022-04-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 29, 2022
| ALSET
EHOME INTERNATIONAL INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-39732 |
|
83-1079861 |
| (State
of incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
4800
Montgomery Lane, Suite 210
Bethesda,
Maryland 20814
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (301) 971-3940
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, $0.001 par value |
|
AEI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation
of Member of the Board
On
April 29, 2022, Ang Hay Kim Aileen resigned as a member of the Board of Directors of Alset EHome International Inc. (the “Company”)
due to personal reasons. Ms. Ang did not advise the Company of any disagreement with the Company on any matter relating to its operations,
policies or practices.
Compensation
for Chief Executive Officer
Pursuant
to the terms of the employment agreement dated February 8, 2021, as supplemented on December 13, 2021 (collectively the “Employment
Agreement”) between the Company and the Company’s Chairman and Chief Executive Officer, Chan Heng Fai (the “Executive”),
the Executive’s compensation includes a fixed salary of $1 per month and two bonus payments each year consisting of: (i) one payment
equal to Five Percent (5%) of the growth in market capitalization the Company experiences in any year; and (ii) one payment equal to
Five Percent (5%) of the growth in net asset value the Company experiences in any year (the “NAV Bonus”). Pursuant to the
Employment Agreement, the calculation of NAV Bonus was to be paid within seven (7) days after publication of the Company’s audited
annual consolidated financial statements.
As
disclosed in a Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on February 1, 2022, the Compensation Committee
of the Company’s Board of Directors recommended that the Executive be paid $4,800,000 of the NAV Bonus pursuant to the Employment
Agreement at such time. The Company, one of its subsidiaries and the Executive entered into an Amendment to the Employment Agreement,
dated as of January 26, 2022 (the “Amendment”), and such bonus was paid. The Amendment provided that in the event that the
net asset value of the Company was determined to be a greater or lesser amount than the estimated amount, upon the completion and filing
of the Company’s audited financial statements, the Executive shall be entitled to the balance of the amount that should have been
paid, or shall reimburse the Company for any excess, as applicable.
Based
on the Company’s audited financial statements that were filed with the SEC, the Company determined that the NAV Bonus should be
equal to $3,614,748.55 (instead of $4,800,000), due to a difference between the anticipated and actual growth in the Company’s
net asset value. Accordingly, on April 29, 2022, the Executive settled the true-up payment of $1,185,251.45 with the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ALSET
EHOME INTERNATIONAL INC. |
| |
|
|
| Date:
May 4, 2022 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo Wei |
| |
Title: |
Co-Chief Financial Officer |
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