hfe_8k

8-K 1 hfe_8k.htm CURRENT REPORT hfe_8k

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): January 6, 2021

HF ENTERPRISES 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)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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		HFEN		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 1.01.

Entry into a Material Definitive Agreement.

On January 6, 2021, Document Security Systems, Inc. (“DSS”), a New York Company, Alset International Limited (“Alset International”), a company formed under the laws of Singapore, Health Wealth Happiness Pte. Ltd. (“HWH”), a Singaporean company and wholly-owned subsidiary of Alset International, and HWH World Inc. (“HWH World”), a company registered and formed under the laws of South Korea and wholly-owned subsidiary of HWH, entered into a binding term sheet (the “Term Sheet”), pursuant to which, subject to due diligence on HWH World, necessary approvals and consents, and the terms and conditions to be set forth in the Definitive Agreement (as defined below), DSS will acquire and purchase all of the outstanding equity interest in HWH World (the “Transaction”) for a consideration of the lesser of $14.8 million or the value of HWH World assessed by a third-party valuation company (the “Purchase Price”). The Term Sheet provided that DSS shall have the option to pay the Purchase Price in i) cash, or ii) shares of the common stock of DSS (the “Common Stock”) at the per share price equivalent to the average closing price of the Common Stock for a period of five (5) trading days prior to January 6, 2021. In accordance with the Term Sheet, the parties thereto (the “Parties”) shall enter into a definitive share exchange agreement (the “Definitive Agreement”) for the Transaction within three (3) months from the date of the Term Sheet or at a later date as mutually agreed by the Parties in writing and complete the Transaction within six (6) months therefrom or at a later date as mutually agreed by the Parties in writing. The Term Sheet is legally binding and shall terminate upon the earlier of 1) six months from January 6, 2021, 2) mutual agreement by all the Parties on the termination, or 3) the execution of the Definitive Agreement for the Transaction.

The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the complete text of the Term Sheet, a copy of which is filed as an exhibit to this report.

HF Enterprises Inc. (the “Company”) owns approximately 57.1% of Alset International. Alset International is currently the largest shareholder of DSS. Mr. Chan Heng Fai is the Chairman of the Board, Chief Executive Officer and largest shareholder of the Company and the Chairman, Chief Executive Officer and a significant shareholder of its subsidiary Alset International. Mr. Chan is also the Chairman of the Board and a significant shareholder of DSS.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
99.1	Term Sheet by and among Document Security Systems, Inc., Alset International Limited, Health Wealth Happiness Pte. Ltd., and HWH World Inc. dated January 6, 2021.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

	HF ENTERPRISES INC.

Date: January 7, 2021	By:	/s/ Rongguo Wei
		Name: Rongguo Wei
		Title: Co-Chief Financial Officer