Form 4: SHRG Issues Convertible Note to Related Party HWH International

SHARING SERVICES GLOBAL Corp issued a $70,000 convertible promissory note to HWH International Inc., a subsidiary of Alset Inc., with conversion at $0.006 per share.

Summary

• SHARING SERVICES GLOBAL Corp (SHRG) issued a convertible promissory note in the amount of $70,000.
• The note was issued to HWH International Inc. on September 17, 2025.
• The note is convertible into SHRG's common stock at a price of $0.006 per share at HWH International Inc.'s option.
• The convertible note has a maturity period of three years from its issuance date, expiring on September 17, 2028.
• Mr. Chan Heng Fai Ambrose, a Director and 10% owner of SHRG, is also the Chairman of HWH International Inc. and the Chairman, Chief Executive Officer, and majority stockholder of Alset Inc., which is the majority owner of HWH International Inc.
• Mr. Chan Heng Fai Ambrose has dispositive control over the securities of SHRG owned by HWH International Inc.

Sentiment

Score: 4

Explanation: While the company secured financing, the very low conversion price of $0.006 per share suggests potential significant dilution for existing shareholders and raises concerns about valuation, especially given the related-party nature of the transaction.

Positives

• The company secured $70,000 in financing through the issuance of a convertible promissory note.

Negatives

• The conversion price of $0.006 per share is significantly low, indicating potential substantial dilution for existing shareholders if the note is converted.
• The transaction involves a related party, HWH International Inc., which is controlled by Mr. Chan Heng Fai Ambrose, a Director and 10% owner of SHRG.

Risks

• **Dilution Risk:** Conversion of the promissory note at $0.006 per share could lead to significant dilution for current shareholders, impacting their ownership percentage and potentially the stock price.
• **Related Party Transaction Scrutiny:** Transactions with related parties, especially involving convertible debt at low conversion prices, may raise questions regarding fairness to minority shareholders and potential conflicts of interest.

Future Outlook

The convertible promissory note provides HWH International Inc. with the option to convert the debt into SHRG common stock at $0.006 per share until its maturity in September 2028, potentially leading to future equity dilution.

Industry Context

Convertible notes are a common financing instrument, particularly for smaller or growth-stage companies, allowing them to raise capital with deferred equity dilution. The terms, especially the conversion price, are critical indicators of the company's valuation and the cost of capital.

Related Party Transactions

• SHARING SERVICES GLOBAL Corp issued a convertible promissory note to HWH International Inc.
• Mr. Chan Heng Fai Ambrose, a Director and 10% owner of SHRG, is also the Chairman of HWH International Inc. and controls Alset Inc., which is the majority owner of HWH International Inc. This establishes HWH International Inc. as a related party.

Stakeholder Impact

• **Shareholders:** Potential for significant dilution if the convertible note is exercised at the low conversion price of $0.006 per share, which could negatively impact the value of existing shares.
• **Creditors:** The issuance of a convertible note adds to the company's debt obligations, though it also provides a pathway to equity conversion.

Next Steps

• HWH International Inc. may choose to convert the promissory note into common stock at any time before its maturity date of September 17, 2028.

Key Dates

Recommendation

This Form 4 details a specific financing transaction rather than comprehensive financial results. While the capital infusion is a positive, the very low conversion price of $0.006 per share and the related-party nature of the transaction introduce potential dilution risks for existing shareholders. Investors should hold and monitor future developments, particularly any conversion events and the company's overall financial performance, before making further investment decisions.

Keywords

SHARING SERVICES GLOBAL Corp, SHRG, Convertible Promissory Note, HWH International Inc., Alset Inc., Chan Heng Fai Ambrose, Insider Transaction, SEC Form 4, Capital Raise, Dilution