Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2023, Alset Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") in connection with an offering (the "Offering") of its common stock, par value $0.001 per share (the "Common Stock"), with Aegis Capital Corp. (the "Underwriter") as the underwriter, relating to an underwritten public offering of 1,727,273 shares of Common Stock at a public offering price of $2.20 per share. The Underwriting Agreement provides the Underwriter a 45-day option to purchase up to an additional 212,863 shares of Common Stock to cover over-allotments, if any (the "Underwriter's Option").

The closing of the Offering is expected to take place on February 8, 2023, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds from the Offering will be approximately $3.3 million, or approximately $3.7 million if the Underwriter exercises the Underwriter's Option in full, in each case after deducting underwriting discounts and estimated offering expenses. The Company expects to use the net proceeds from the 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 its subsidiaries to accomplish the items in (i) - (iii); and (v) for working capital and general corporate purposes.

The Common Stock is being offered pursuant to an effective registration statement on Form S-3 (File No. 333-264234), as well as a prospectus supplement in connection with the Offering filed with the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter (as applicable), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference. A copy of the opinion of Jones, Davis & Jackson, PC as to the legality of the Common Stock to be issued and sold in this Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.




  Item 7.01 Regulation FD Disclosure.

On February 3, 2023, the Company issued a press release titled "Alset Inc. Announces Proposed Underwritten Public Offering of Common Stock." A copy of the press release is attached hereto as Exhibit 99.1.

On February 6, 2023, the Company issued a press release titled "Alset Inc. Prices $3.8 Million Underwritten Public Offering of Common Stock." A copy of the press release is attached hereto as Exhibit 99.2.

The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such Section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

1.1             Underwriting Agreement by and between the Company and Aegis
              Capital Corp., dated February 6, 2023.
5.1             Opinion of Jones, Davis & Jackson, PC.
99.1            Press Release, dated February 3, 2023.
99.2            Press Release, dated February 6, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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