UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 2, 2023 (September 28, 2023)

VALUE EXCHANGE INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

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:

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 o

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. o

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01 Entry into a Material Definitive Agreement. On September 28, 2023, Value Exchange International, Inc., a Nevada corporation, (“Company”) entered into a Loan Agreement and Promissory Note (collectively, the “Loan Agreement”) with Alset International Limited, a public Singapore corporation, (“Lender’) for an unsecured loan of Five Hundred Thousand U.S. Dollars and No Cents (USD$500,000.00) principal amount (“Principal”) to the Company. Principal accrues simple interest at Eight Percent (8%) per annum. Repayment of Principal and accrued interest thereon is to be made as follows:

Company has the right to prepay all or any portion of the Principal and Interest accrued on the Principal, without penalty, upon ten (10) days’ prior notice to the Lender. The Principal was advanced in full by Lender on September 29, 2023.

Events of Default. The Loan Agreement’s events of default are: (1) Company’s failure to pay the Principal in full on the Maturity Date, or failure to pay the accrued Interest on Principal when due; (2) Company seeks an order of relief from creditors under the bankruptcy laws of Hong Kong SAR or the United States of America and the petition for relief is not dismissed or withdrawn within sixty (60) days of filing; (3) A tax lien by a governmental authority with competent jurisdiction is filed against the assets of Company and the tax lien is for an obligation in excess of Five Hundred Thousand U.S. Dollars and No Cents (USD$500,000.00); (4) Company’s Board of Directors and shareholders approve a resolution to completely dissolve the Company; (5) Company ceases to conduct operations for more than ninety (90) consecutive days and the cessation of operations is not due to circumstances beyond Company’s control; (6) certain specified Company’s operating subsidiaries (“operating subsidiaries”) assign all or substantially all of their aggregate operating assets for the benefit of their creditors and the assignment is not in accordance with an agreement or plan approved by the Company as a shareholder or partner or member of the operating subsidiaries; or (7) a civil judgment is entered by a court of competent jurisdiction in favor of a third party against the Company in a judgment amount in excess of Five Hundred Thousand U.S. Dollars and No Cents (USD$500,000.00) and that civil judgment is not settled, paid in full, waived or appealed by Company within sixty (60) days of entry of judgment by the court. Past due amounts under the Loan Agreement accrue interest at sixteen (16%) per annum.

Cure Period. Company may cure any event of default within thirty (30) days’ after receipt of a written notice from Lender.

Unsecured Loan; No Conversion Rights. The payment of Principal and interest accrued thereon are not secured by any collateral. The amounts due under the Loan Agreement are not convertible into any securities of the Company.

Indemnification. Loan Agreement contains a mutual indemnification provision for breaches of the Loan Agreement, which indemnification includes attorneys’ fees and out-of-pocket costs related to a breach of the Loan Agreement.

Use of Proceeds. Principal shall be used for general working capital, including funding business development costs and payment of interest accrued on the Principal.

Governing Law; Disputes. Singapore law governs the Loan Agreement. Any action or proceeding arising out of or relating to the Loan Agreement shall be brought exclusively in the courts of Singapore.

Loan Agreement contains other usual and customary provisions for a commercial loan agreement. The above summary of the Loan Agreement is qualified in its entirety by reference to the Loan Agreement and Promissory Note, dated September 28, 2023, by the Company and Lender, which agreement and promissory note is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Affiliates’ Transaction. Mr. Chan Heng Fai, a non-executive director of the Company, who is deemed the owner of 49.63% of the issued shares of Company’s Common Stock by virtue of 95,000 shares of common stock held by Mr. Chan, and the following share ownership of Company’s Common Stock by entities that Mr. Chan is deemed to control: 21,120,795 shares held by Hapi Metaverse Inc., 39,968 shares held by BMI Capital Partners International Limited, 18,512 shares held by LiquidValue Development Pte Ltd. and 313,154 shares held by Decentralized Sharing Systems, Inc.

The Lender is a majority-owned subsidiary of Alset Inc., a Texas corporation, (“Alset”). Mr. Chan owns approximately 53.3% of the issued shares of common stock of Alset and Mr. Chan is the Chairman and Chief Executive Officer of Alset and the Lender. Further, Wong Shui Yeung and Wong Tat Keung, who are directors of the Company, are also directors of Alset Inc.

Chan Heng Fai, Wong Shui Yeung and Wong Tat Heung recused themselves from the vote of the Company’s Board of Directors on approval of the Loan Agreement and transactions contemplated under the Loan Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

VALUE EXCHANGE INTERNATIONAL, INC.

Exhibit Index