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): February 18, 2025
SOCIETY PASS INCORPORATED
(Exact name of registrant as specified in its charter)
| Nevada | 001-41037 | 83-1019155 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
701 S. Carson Street, Suite 200 Carson City, Nevada 89701
(Address of principal executive offices)
(+65) 6518-9385
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | SOPA | 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 18, 2025, Society Pass Incorporated (the “Company”) received written notice (the “Delist Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with Rule 5550(b)(2) which requires that the Company shall maintain at least $2,500,000 stockholders’ equity, the Nasdaq staff has determined to delist the Company’s common stock from the Nasdaq Capital Market effective February 27, 2025 unless the Company timely requests an appeal of this determination before the Nasdaq Hearings Panel (the “Panel”) by February 25, 2025. The Company has timely requested a hearing before the Panel, which will stay the suspension of the Company’s common stock pending the Panel’s decision. During the pendency of any requested hearing before the Panel, the Company’s common stock will remain listed and trading on Nasdaq.
The Company is diligently working to evidence compliance with all applicable requirements for continued listing on the Nasdaq Capital Market, including (i) moving to complete the initial public offerings of its subsidiaries NUSATRIP Incorporated and Thoughtful Media Group Incorporated on Nasdaq, which the Company expected would be accretive to its stockholders’ equity by $20,000,000, and (ii) conducting at-the-market offering under its Registration Statement on Form S-3 (File No. 333-271030), which the Company expected would be accretive to its stockholders’ equity by additional $500,000, and intends to submit a plan to that effect to the Panel as part of the hearing process; however, there can be no assurance the Panel will grant any request for continued listing or that the Company will be able to regain compliance with the applicable listing criteria within the period of time that may be granted by the Panel.
Additionally, as previously disclosed, Nasdaq notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the listing rules of Nasdaq. Since then, the staff of Nasdaq has determined that for the last eleven consecutive business days, from January 31 through February 14, 2025, the closing bid price for the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Society Pass Incorporated | ||
| By: | /s/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer | |
| Date: February 24, 2025 | ||
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