17. Related Party Transactions

The Company owns 127,179,291 shares or approximately 4% of the outstanding shares of Alset International Limited (“Alset Intl”), a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited. This investment is classified as a marketable security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The fair value of the marketable security as of September 30, 2026 and December 31, 2025, was approximately $1,399,000 and $2,277,000, respectively. During the nine months ended September 30, 2026 and 2025, the Company recorded unrealized loss of approximately $877,000 and $51,000, respectively.

On September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial Group, Inc. a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability company (“BMIC”) whereas DSS Securities, Inc. purchased 14.9% membership interests in BMIC for $100,000. DSS Securities also had the option to purchase an additional 10% of the outstanding membership interest which it exercised for $100,000 in January of 2021 and increased its ownership to 24.9%. The Company is currently accounting for this investment under the equity method of accounting per ASC 323. The Company’s portion of net loss in BMIC during the nine months ended September 30, 2026 and 2025, approximated $13,000 and $4,000, respectively.

BMI Capital International LLC. (“BMIC LLC”), a related party, entered into a promissory note (“BMIC Note 1”) in the principal sum of $100,000 with interest of 8%, is due in three quarterly installments beginning on September 14, 2022. All unpaid principal and interest was due on August 29, 2025. The outstanding principal and interest at September 30, 2026 and December 31, 2025 approximated $ 83,000 and $86,000 respectively, and was fully reserved for as of September 30, 2026 and December 31, 2025. DSS owns 24.9% of the outstanding common shares of BMIC LLC.

On May 8, 2023, DSS Financial Management Inc and BMIC LLC entered into a promissory note (“BMIC Note 2”) in the principal sum of $102,000 with interest at the prime rate plus 2% with a maturity date of May 7, 2026. The outstanding principal and interest at September 30, 2026, and December 31, 2025 approximated $110,000, and was fully reserved for as of September 30, 2026 and December 31, 2025. DSS owns 24.9% of the outstanding common shares of BMIC LLC.

On July 26, 2022, APF and VEII, Inc. (“VEII”) entered into a promissory note (“Note 6”) in the principal sum of $1,000,000 with interest of 8% with all unpaid principal and interest due on July 26, 2024. This note was amended so that all unpaid principal and interest is due July 26, 2025. The outstanding principal and interest as of September 30, 2026 and December 31, 2025 approximates $890,000 and $917,000, respectively. This note was fully reserved for as of September 30, 2026 and December 31, 2025. Heng Fai Ambrose Chan, the Chairman of DSS, Inc is also the on the board of directors of VEII.

On October 13, 2021, Liquid Value Asset Management Limited (“LVAM”), a subsidiary of the Company, entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with interest to be charged at a variable rate to be adjusted at the maturity date. The BMIC loan contains an auto renewal period of three months, with a current maturity date of October 2026. As of September 30, 2026, and December 31, 2025, the outstanding principal and interest of approximately $33,000 and $33,000, respectively, are included in Current portion of long-term debt – related party, net on the consolidated balance sheet.

On October 13, 2021, LVAM entered into a loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM borrowed the principal amount of $3,000,000, with interest to be charged at a variable rate to be calculated at the maturity date. The Wilson Loan matures on October 12, 2022, and contains an auto renewal period of three months with a current maturity date of October 2026. As of September 30, 2026, and December 31, 2025, the outstanding principal and interest of approximately $145,000 and $145,000, respectively, are included in Current portion of long-term debt – related party, net on the consolidated balance sheet.

In August of 2025, DSS issued a $500,000 convertible promissory note to Alset, Inc. (“holder”), the Company’s largest shareholder and a related party, bearing interest at Prime (6.75% at September 30, 2026). The first 12 months’ interest is to be paid in shares of the Company; thereafter, interest is prepaid annually in cash or shares at the holder’s election. The note is convertible at the holder’s option at a fixed $0.86 per share, is payable on demand (or July 31, 2028 if not demanded), and may be redeemed by the Company on or after the first anniversary. The Company is required to reserve sufficient authorized shares and maintain the listing/quotation of its common stock. Under ASU 2020-06 and ASC 815-40, the debt host’s embedded conversion feature is indexed to the Company’s own stock and is equity-classified; accordingly, no embedded derivative is bifurcated and the instrument is accounted for as single-unit debt using the effective interest method. Interest is recognized in interest expense; when settled in shares, a credit to APIC is recorded at the fair value of shares on settlement, and any prepaid interest is recorded as a discount/prepaid and amortized to expense over the related period. The outstanding principal and interest, approximates $538,000 and is included in Convertible note payable, related party on the accompanying consolidated balance sheet at September 30, 2026. The outstanding principal and interest, approximates $512,000 and is included in Convertible note payable, related party on the accompanying consolidated balance sheet at December 31, 2025. Interest expense for the nine months ended September 30, 2026 and 2025 approximated $36,000 and $3,000, respectively.

On March 26, 2026, the Company issued a $2,450,000 convertible promissory note to Alset International Limited (“AIL”), a related party. The note bears interest at 3.0% per annum, is payable on demand by Alset International Limited, or if the demand is not sooner made, is payable on the earliest to occur of (i) five years from issuance; (ii) the acceleration of the note upon occurrence of an event of default; (iii) upon full conversion of the note; or (iv) upon repurchase of the note by the Company. This note is convertible at any time into shares of the Company’s common stock at a conversion price of $0.74 per share. Interest is payable at maturity either in cash or shares of common stock, at the holder’s election. The note also contains a most favored nation provision allowing AIL to exchange the note for a subsequent convertible instrument issued by the Company if AIL determines that such instrument contains more favorable terms. AIL is a related party because the Company owns approximately 4% of AIL’s outstanding shares, and the Company’s Chairman is the Executive Director, Chief Executive Officer, majority shareholder of AIL, and the largest shareholder of the Company. In connection with the note, the Company issued AIL a warrant to purchase up to 16,554,055 shares of the Company’s common stock at an exercise price of $0.93 per share. The warrant expires five years from the issuance date. The Company evaluated the conversion feature, most favored nation provision, and warrant under ASC 815, ASC 815-40, and ASC 480 and concluded that no derivative liability was required. The conversion feature qualified for the scope exception for instruments indexed to and classified in the Company’s own equity, and the warrant was classified as equity because it is share-settled, contains a fixed share limit, does not require net cash settlement, and the Company has sufficient authorized and unissued shares to settle the warrant. The Company allocated the $2,450,000 proceeds between the convertible note and warrant based on their relative fair values. The warrant valuation was determined using a Black-Scholes option-pricing model. Significant valuation inputs included the Company’s common stock price of $0.91 per share, exercise price of $0.93 per share, expected term of 5.0 years, risk-free rate of 4.0%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 16,554,055 warrants outstanding. Based on these inputs, the calculated warrant value was $0.63 per warrant, resulting in an indicated fair value of $10,368,000. The fair value of the convertible note was determined using valuation techniques that considered the contractual note terms, conversion feature, most favored nation provision, Company-specific credit risk, market interest rates, expected volatility, and probability-weighted conversion scenarios. The valuation considered two scenarios: a no subsequent convertible instrument issuance before expiration scenario, with an indicated value of $3,418,000. For purposes of allocating the $2,450,000 proceeds at issuance, the Company used the relative fair values of the warrant and convertible note. Accordingly, $1,843,000 was allocated to the warrant and recorded in additional paid-in capital, and $607,000 was allocated to the note. The allocation resulted in a debt discount of $1,843,000, which will be amortized to interest expense over the five-year term of the note using the effective interest method. As of September 30, 2026, the note had a principal amount of $2,450,000, unamortized debt discount of approximately $1,776,000 and a net carrying amount of approximately $674,000. The debt discount is being amortized to interest expense over the five-year contractual term of the note using the effective interest method. Interest expense for the nine months ended September 30, 2026 and 2025 approximated $38,000 and $0, respectively. 

On June 23, 2026, the Company issued a $1,000,000 convertible promissory note to Alset, Inc. (“Alset”), a related party, and received aggregate proceeds of $1,000,000. The note bears interest at 3.0% per annum, calculated based on the actual number of days elapsed over a 360-day year, is payable on demand by Alset, and otherwise matures on June 23, 2031. The outstanding principal and accrued interest are convertible into shares of the Company’s common stock at a conversion price of $0.45 per share, subject to required stockholder approval and customary anti-dilution adjustments. Interest is payable at maturity either in cash or shares of common stock, at the holder’s election. Beginning June 23, 2027, the Company may redeem all or a portion of the outstanding principal without penalty. Alset is a related party due to common control and overlapping directors and officers, and the transaction is disclosed in accordance with ASC 850-10-50. In connection with the note, the Company issued Alset warrants to purchase up to 17,777,776 shares of the Company’s common stock at an exercise price of $0.50 per share. The warrants are immediately exercisable and expire on June 23, 2029. The Company evaluated the conversion feature, holder demand provision, issuer redemption provision, and warrants under ASC 470-20, ASC 815-15, ASC 815-40, and ASC 480 and concluded that no derivative liability was required. The conversion feature qualified for the scope exception for instruments indexed to and classified in the Company’s own equity. The holder demand and issuer redemption provisions were determined to be clearly and closely related to the debt host. The warrants were classified as equity because they are share-settled, have a fixed exercise price and fixed share limit, do not require net cash settlement, and the Company has sufficient authorized and unissued shares to settle the warrants. Accordingly, the warrants were recorded in additional paid-in capital and are not subsequently remeasured while they continue to qualify for equity classification. The Company allocated the $1,000,000 of proceeds between the convertible note and warrants based on their relative fair values in accordance with ASC 470-20-30-1 and ASC 470-20-30-2. The warrant valuation was determined using a Black-Scholes option-pricing model. Significant valuation inputs included the Company’s common stock price of $0.61 per share, exercise price of $0.50 per share, expected term of 3.0 years, risk-free interest rate of 4.2%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 17,777,776 warrants outstanding. Based on these inputs, the calculated warrant value was $0.37 per warrant, resulting in an indicated fair value of $6,651,000. The fair value of the convertible note at issuance was determined using a binomial lattice model that considered the contractual note terms, conversion feature, Company-specific credit risk, market interest rates, expected volatility, and the Company’s redemption right. Significant valuation inputs included the Company’s common stock price of $0.61 per share, conversion price of $0.45 per share, contractual term of 5.0 years, risk-free interest rate of 4.2%, selected volatility of 85.0%, and discount rate of 13.25%. Based on these inputs, the indicated fair value of the convertible note at issuance was $1,531,000. For purposes of allocating the $1,000,000 of proceeds at issuance, the Company used the relative fair values of the warrants and convertible note. Accordingly, $813,000 was allocated to the warrants and recorded in additional paid-in capital, and $187,000 was allocated to the note. The allocation resulted in an initial debt discount of $813,000, which is being amortized to interest expense over the five-year contractual term of the note using the effective interest method. As of September 30, 2026, the note had a principal amount of $1,000,000, an unamortized debt discount of approximately $802,000, and a net carrying amount of approximately $198,000. Interest expense for the nine months ended September 30, 2026 and 2025 approximated $8,000 and $0, respectively. The note is classified as a current liability under ASC 470-10-45 because it is payable on demand.

On August 17, 2026, the Company issued a $600,000 convertible promissory note to Alset, Inc. (“Alset”), a related party, and received aggregate proceeds of $600,000. The note bears interest at 3.0% per annum, calculated based on the actual number of days elapsed over a 360-day year, is payable on demand by Alset, and otherwise matures on August 17, 2031. The outstanding principal and accrued interest are convertible into shares of the Company’s common stock at a conversion price of $0.45 per share, subject to required stockholder approval and customary anti-dilution adjustments. Interest is payable at maturity either in cash or shares of common stock, at the holder’s election. Beginning August 17, 2027, the Company may redeem all or a portion of the outstanding principal without penalty. Alset is a related party due to common control and overlapping directors and officers, and the transaction is disclosed in accordance with ASC 850-10-50. In connection with the note, the Company issued Alset warrants to purchase up to 10,666,667 shares of the Company’s common stock at an exercise price of $0.50 per share. The warrants are immediately exercisable and expire on August 17, 2031. The Company evaluated the conversion feature, holder demand provision, issuer redemption provision and warrants under ASC 470-20, ASC 815-15, ASC 815-40 and ASC 480 and concluded that no derivative liability was required. The conversion feature qualified for the scope exception for instruments indexed to and classified in the Company’s own equity. The holder demand and issuer redemption provisions were determined to be clearly and closely related to the debt host. The warrants were classified as equity because they are share-settled, have a fixed exercise price and fixed share limit, do not require net cash settlement, and the Company has sufficient authorized and unissued shares to settle the warrants. Accordingly, the warrants were recorded in additional paid-in capital and are not subsequently remeasured while they continue to qualify for equity classification. The Company allocated the $600,000 of proceeds between the convertible note and warrants based on their relative fair values in accordance with ASC 470-20-30-1 and ASC 470-20-30-2. The warrant valuation was determined using a Black-Scholes option-pricing model. Significant valuation inputs included the Company’s common stock price of $0.5615 per share, exercise price of $0.50 per share, expected term of 5.0 years, risk-free interest rate of 4.38%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 10,666,667 warrants outstanding. Based on these inputs, the calculated warrant value was approximately $0.40 per warrant, resulting in an indicated fair value of approximately $4,271,000. The fair value of the convertible note at issuance was determined using a valuation approach that combined a discounted cash-flow analysis of the straight-debt component with an option-pricing analysis of the embedded conversion feature. The valuation considered the contractual note terms, conversion feature, Company-specific credit risk, market interest rates, expected volatility and the Company’s redemption right. Significant valuation inputs included the Company’s common stock price of $0.56per share, conversion price of $0.45 per share, contractual term of 5.0 years, risk-free interest rate of 4.38%, selected volatility of 85.0%, and a credit-adjusted discount rate of 14.43%. Based on these inputs, the indicated fair value of the convertible note at issuance was approximately $898,000. For purposes of allocating the $600,000 of proceeds at issuance, the Company used the relative fair values of the warrants and convertible note. Accordingly, approximately $496,000 was allocated to the warrants and recorded in additional paid-in capital, and approximately $104,000 was allocated to the note. The allocation resulted in an initial debt discount of approximately $496,000, which is being amortized to interest expense over the five-year contractual term of the note using the effective interest method pursuant to ASC 835-30-35. As of September 30, 2026, the note had a principal amount of $600,000, an unamortized debt discount of approximately $493,000, a net carrying amount of approximately $107,000 and accrued interest of approximately $2,000. Interest expense associated with the note for the three and nine months ended September 30, 2026 was approximately $5,000, including approximately $3,000 of debt-discount amortization. No corresponding interest expense was recognized during the comparable 2025 periods. The note is classified as a current liability under ASC 470-10-45 because it is payable on demand.

On September 15, 2026, the Company issued a $500,000 convertible promissory note to Alset, Inc. (“Alset”), a related party, and received aggregate proceeds of $500,000. The note bears interest at 3.0% per annum, calculated based on the actual number of days elapsed over a 360-day year, is payable on demand by Alset, and otherwise matures on September 15, 2031. Following receipt of required stockholder approval, the outstanding principal and accrued interest are convertible into shares of the Company’s common stock at a conversion price of $0.50 per share, subject to customary anti-dilution adjustments. Interest is payable at maturity either in cash or shares of common stock, at the holder’s election. Beginning September 15, 2027, the Company may redeem all or a portion of the outstanding principal without penalty. Alset is a related party due to common control and overlapping directors and officers, and the transaction is disclosed in accordance with ASC 850-10-50. In connection with the note, the Company issued Alset warrants to purchase up to 8,000,000 shares of the Company’s common stock at an exercise price of $0.55 per share. The warrants are immediately exercisable and expire on September 15, 2031. The Company evaluated the conversion feature, holder demand provision, issuer redemption provision, and warrants under ASC 470-20, ASC 815-15, ASC 815-40, and ASC 480 and concluded that no separate derivative liability was required. The conversion feature was determined to qualify for the scope exception applicable to instruments indexed to and classified in the Company’s own equity. The holder demand and issuer redemption provisions remain embedded in the debt host. The warrants were classified as equity because they are share-settled, have a fixed exercise price and fixed maximum share amount, do not require net cash settlement, and otherwise meet the applicable equity-classification requirements of ASC 815-40. Accordingly, the warrants were recorded in additional paid-in capital and are not subsequently remeasured while they continue to qualify for equity classification. The Company allocated the $500,000 of proceeds between the convertible note and warrants based on their relative fair values in accordance with ASC 470-20-30-1 and ASC 470-20-30-2. The warrant valuation was determined using a Black-Scholes-Merton option-pricing model. Significant valuation inputs included the Company’s common stock price of $0.7411 per share, exercise price of $0.55 per share, expected term of 5.0 years, risk-free interest rate of 4.83%, selected volatility of 85.0%, expected dividend rate of 0.0%, and 8,000,000 warrants outstanding. Based on these inputs, the calculated warrant value was approximately $0.55154 per warrant, resulting in an indicated fair value of approximately $4,412,000. The fair value of the convertible note at issuance was determined using a component valuation approach consisting of a discounted cash flow analysis of the straight-debt component and a Black-Scholes approximation of the embedded conversion feature. The straight-debt analysis considered the contractual cash flows, five-year expected term, Company-specific credit risk and market interest rates. Significant valuation inputs included a principal amount of $500,000, contractual interest rate of 3.0%, five-year term, and a credit-adjusted market yield of 15.55%. The indicated fair value of the straight-debt component was approximately $280,000. The embedded conversion feature was valued using the Company’s common stock price of $0.7411 per share, conversion price of $0.50 per share, expected term of 5.0 years, risk-free interest rate of 4.83%, selected volatility of 85.0%, and expected dividend rate of 0.0%. The indicated value of the conversion feature was approximately $562,000, resulting in an indicated stand-alone fair value of the convertible note of approximately $841,000. For purposes of allocating the $500,000 of proceeds at issuance, the Company used the relative fair values of the warrants and convertible note. Accordingly, approximately $420,000 was allocated to the warrants and recorded in additional paid-in capital, and approximately $80,000 was allocated to the note. The allocation resulted in an initial debt discount of approximately $420,000, which is being amortized to interest expense over the five-year contractual term of the note using the effective interest method in accordance with ASC 835-30. The resulting effective interest rate is approximately 47.55%. As of September 30, 2026, the note had a principal amount of $500,000, an unamortized debt discount of approximately $419,000, and a net carrying amount of approximately $81,000, exclusive of accrued contractual interest. For the period from September 15, 2026 through September 30, 2026, the Company recognized approximately $1,000 of interest expense. Because the note is payable on demand, it is classified as a current related-party liability under ASC 470-10-45.