Welcome to our dedicated page for Society Pass Incorporated SEC filings (Ticker: SOPA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Society Pass Incorporated filings document the formal record for a Nevada operating company with common stock listed on Nasdaq under SOPA. Its SEC reports include 8-K material-event disclosures, Form 12b-25 late-filing notices, and registration statements that describe securities offerings, capital structure, and operating and financial results tied to its Southeast Asia e-commerce ecosystem.
The company’s filings also cover Nasdaq continued-listing matters, including periodic-report timing and minimum bid price requirements, along with litigation disclosures involving employment-related claims, share-based obligations and escrow arrangements involving subsidiary shares. Other disclosures address governance, material agreements, and subsidiary-related audit and reporting matters involving NusaTrip and Thoughtful Media Group.
Society Pass Incorporated reports that Nasdaq has decided to delist its common stock following the company’s Chapter 11 bankruptcy filings for the company and its subsidiary SoPa, Inc. on May 12, 2026. Nasdaq cited Listing Rules 5101, 5110(b), and IM-5101-1 in determining the stock is no longer suitable for listing.
Trading in Society Pass’s common stock on Nasdaq is scheduled to be suspended at the opening of business on May 21, 2026, after which a Form 25-NSE will be filed to remove the shares from Nasdaq listing and registration. The company intends to appeal Nasdaq’s delisting determination, but the outcome will depend on the progress and results of the Chapter 11 cases.
Society Pass Incorporated and its wholly owned subsidiary SoPa, Inc. filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code on May 12, 2026 in the Southern District of Texas. The cases are being jointly administered, and the companies will operate as debtors-in-possession while they seek relief and pursue potential plans of reorganization.
The filing triggered an event of default under the company’s debt instrument, making principal and interest immediately due; however, creditor enforcement is automatically stayed under the Bankruptcy Code. Society Pass expects day-to-day operations to continue substantially uninterrupted and indicates that employees of its subsidiaries should see no change in their responsibilities or pay.
The company warns that trading in its securities during the Chapter 11 process is highly speculative and poses substantial risks, and that trading prices may bear little or no relationship to any eventual recovery for security holders.
Society Pass Incorporated received a delinquency notification from Nasdaq on April 16, 2026 because it did not timely file its Form 10-K for the year ended December 31, 2025, as required by Nasdaq Listing Rule 5250(c)(1).
The notice does not immediately affect the listing of Society Pass’s common stock on Nasdaq, but continued non-compliance could ultimately lead to delisting. The company has until June 15, 2026 to submit a compliance plan and may receive up to October 12, 2026 to regain compliance if Nasdaq accepts that plan. Society Pass states it is working diligently to complete the Form 10-K and expects to file it within the 60-day window, which would avoid the need for a formal compliance plan.
Society Pass Incorporated reports a New York court judgment resolving a long-running employment and equity dispute with former employee Thomas O’Connor and CVO Advisors.
The court found that O’Connor fraudulently induced the Company into subscription and software development agreements, ordered those agreements rescinded, and required the return of shares issued under them. It dismissed O’Connor’s salary and severance claims and rejected CVO’s $8 million Series A preferred stock contract claims. However, the court upheld an earlier partial summary judgment of approximately $6,615,934 (plus interest) and awarded an additional $824,109 (plus interest) for equity that vested before August 2019.
To secure potential enforcement, the court ordered 3,000,000 Thoughtful Media Group shares and 250,000 NusaTrip shares, both from Company subsidiaries, into escrow, and O’Connor has begun enforcement actions. The Company plans to pursue review and appeal processes.
Society Pass Incorporated notified the SEC on March 31, 2026 that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 by the prescribed due date. The company cites finalizing audit work for its wholly owned subsidiaries, Thoughtful Media Group Incorporated and Nusatrip Incorporated, as the reason and states it will file under Rule 12b-25 as soon as practicable. The notice warns there is no guarantee the report will be filed within the 15-calendar-day extension afforded by Rule 12b-25.
Society Pass Incorporated has received a notice from Nasdaq that its common stock has closed below the required $1.00 minimum bid price for the last thirty consecutive business days, putting it out of compliance with Nasdaq Listing Rule 5550(a)(2).
The company has 180 calendar days, until September 22, 2026, to regain compliance by having its stock close at or above $1.00 for at least ten consecutive business days. The notice does not immediately affect the stock’s listing, but failure to recover by the deadline could lead to delisting, subject to possible extension and appeal.
Society Pass Incorporated completed a best efforts public offering of 5,261,819 shares of common stock and pre-funded warrants to purchase up to 120,000 shares, priced at $0.55 per share and $0.549 per pre-funded warrant. A related press release described aggregate gross proceeds of about $3.0 million, with the company expecting approximately $2.5 million in net proceeds after fees and expenses.
The funds are earmarked for working capital and general corporate purposes, including operating expenses and capital expenditures. Rodman & Renshaw LLC acted as exclusive placement agent, receiving a 7.0% cash fee on gross proceeds plus reimbursement of legal and clearing costs. For 30 days after closing the company agreed not to issue or register additional equity (with certain exceptions), and for 60 days it is restricted from variable rate equity transactions.
The pre-funded warrants are immediately exercisable at $0.001 per share and include a beneficial ownership cap of 4.99%, which holders can increase to 9.99% with at least 61 days’ prior notice.
Society Pass Incorporated is offering 5,261,819 shares of common stock and 120,000 pre-funded warrants at $0.55 per share, for gross proceeds of $2,959,880.45 and estimated net proceeds of about $2.5 million. Each pre-funded warrant is immediately exercisable at $0.001 for one share of common stock, and total common stock outstanding would be 12,987,344 shares assuming full exercise. The best-efforts offering has no minimum and no escrow, so funds can be raised even if only part of the deal sells, increasing dilution risk and the chance proceeds fall short of business goals. The company plans to use the cash for working capital and general corporate purposes while continuing to build a Southeast Asia–focused digital ecosystem in lifestyle, digital media, travel, and new AI-driven data center and telecom ventures. Auditors have issued a going concern opinion due to working capital and stockholders’ deficits and recurring losses, and the filing highlights intense competition, technology reliance, foreign exchange exposure, heavy regulation, litigation exposure, and prior Nasdaq listing compliance issues as key risks.
Society Pass Incorporated is registering up to 4,385,964 shares of common stock, plus pre-funded warrants for up to 4,385,964 additional shares, in a best efforts public offering. The assumed price is $2.28 per share, with each pre-funded warrant priced at $2.279 and carrying a $0.001 exercise price.
If fully subscribed in shares, common stock outstanding would rise to 11,991,489. There is no minimum offering amount, so the company may raise significantly less than the maximum and investors would not receive refunds. Net proceeds are estimated at about $9.1 million, earmarked for working capital and general corporate purposes, including operating expenses and capital expenditures.
The company faces a going concern uncertainty due to recurring losses and a working capital deficit, and recently completed a $2.0 per share equity financing in December 2025. It is expanding a Southeast Asia–focused digital ecosystem spanning lifestyle e-commerce, digital media, travel, and new AI-driven data center and telecom investments while operating as an emerging growth and smaller reporting company on Nasdaq under the symbol SOPA.