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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): April 9, 2026
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) |
80
Robinson Road #17-01B, Singapore 068898
(Address
of principal executive offices)
(+65)
6518-9385
(Registrant’s
telephone number, including area code)
701
S. Carson Street, Suite 200 Carson City, Nevada 89701
(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
8.01. Other Events
As
previously reported, Thomas O’Connor, a former employee of Society Pass Incorporated (the “Company”), and CVO Advisors
Pte. Ltd. (“CVO,” and together with O’Connor, the “Plaintiffs”), brought an employment action against the
Company in the Supreme Court of the State of New York, New York County (the “Court”), seeking salary payments and expense
reimbursement totaling $122,042.60, plus liquidated damages and costs. O’Connor also asserted claims based on the alleged failure
to deliver between 1,721 and 2,536 shares of the Company’s common stock. For the 1,721 shares that O’Connor contends were
not delivered, he claims damages of $9,918,000. In addition, the action includes claims by CVO alleging entitlement to $8 million in
shares of the Company’s Series A Preferred Stock.
The
Company responded to the complaint and asserted counterclaims against O’Connor arising from alleged breach of contract, breach
of fiduciary duty, tortious interference, and fraud. After discovery proceedings and O’Connor’s motion for partial summary
judgment, the Court ruled that O’Connor was entitled to the value of 1,148 shares of common stock that had vested under the warrant
agreement. After a valuation hearing and decision, the Court, upon the Company’s proposal, in order to provide security to O’Connor
for enforcement of any judgment in his favor, ordered on July 23, 2025, that the Company place 3,000,000 common shares of Thoughtful
Media Group Incorporated, a subsidiary of the Company, into escrow pending further order of the Court. This arrangement avoided the financial
strain that would have resulted had the Court restricted the Company’s use of cash or other assets in the ordinary course of business.
After
a July 2025 trial, the Court issued its decision on February 5, 2026, finding that O’Connor fraudulently induced the Company to
enter into the subscription and software development agreements, which the Court held are subject to rescission, and ordering the return
of shares issued under those agreements. The Court dismissed O’Connor’s claims for salary and severance and held that his
“faithless servant” conduct barred any equity vesting under the warrant agreement from August 2019 forward. CVO’s $8
million of Company’s Series A Preferred Stock contract claims were rejected. The Court upheld the earlier partial summary judgment
award of approximately $6,615,934 (plus interest) and awarded an additional $824,109 (plus interest) for equity that vested under the
warrant agreement before August 2019. The Company’s counterclaims other than as described above were dismissed.
A judgment implementing the rulings made in the decision
was entered on April 9, 2026. Prior to the judgment, on April 8, 2026, the Court issued an order
restricting certain transfers of assets and directed that the Company place 250,000 common shares of NusaTrip Incorporated, a subsidiary
of the Company, into escrow pending further order of the Court or satisfaction of the judgment. O’Connor has initiated efforts
to enforce the judgment, including serving restraining notices on the Company and others and seeking the appointment of a receiver.
The Company is evaluating how to proceed in light of the decision, but expects to pursue available review and appeal processes.
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:
April 15, 2026 |
|
|
