Court awards multimillion judgment in Society Pass (NASDAQ: SOPA) dispute

Rhea-AI Filing Summary

Society Pass Incorporated reports a court decision resolving an employment and equity dispute with former employee Thomas O’Connor and CVO Advisors. O’Connor and CVO had sought salary, expenses, liquidated damages, common stock, and $8 million in Series A preferred shares.

After trial, the Court found that O’Connor fraudulently induced the Company to enter certain subscription and software development agreements, ordered those agreements rescinded, and required the return of shares issued under them. The Court dismissed O’Connor’s salary and severance claims, barred any equity vesting under a warrant from August 2019 onward due to his “faithless servant” conduct, and rejected CVO’s $8 million preferred stock claims.

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. A judgment reflecting these rulings is expected soon, and Society Pass plans to pursue available review and appeal processes.

Positive

• Court rejection of major equity and preferred stock claims: The Court dismissed O’Connor’s salary, severance, and post–August 2019 equity vesting claims and rejected CVO’s claim to $8 million of Series A Preferred Stock, significantly limiting potential dilution and preferred equity obligations.

Negative

• Material monetary judgment against Society Pass: The Court upheld a partial summary judgment of approximately $6,615,934 plus interest and awarded an additional $824,109 plus interest for pre–August 2019 equity vesting, creating a substantial financial liability subject to judgment and appeals.

Insights

Litigation and risk analyst

Court ruling brings clarity but leaves Society Pass facing a sizable cash judgment.

The decision in favor of and against different claims narrows litigation uncertainty around Society Pass. The Court rejected O’Connor’s salary, severance, and post–August 2019 equity vesting claims and denied CVO’s $8 million Series A preferred stock demand, reducing potential equity and preferred stock exposure.

However, the Court upheld prior partial summary judgment of approximately $6,615,934 plus interest and added $824,109 plus interest for pre–August 2019 equity vesting. This creates a material monetary obligation, subject to final judgment and any appeals. Earlier, the Court required 3,000,000 Thoughtful Media Group common shares to be placed in escrow as security.

Overall impact depends on the ultimate enforceable judgment after review and appeal processes and how any payment, share return, or escrow outcomes interact with Society Pass’s balance sheet and operations as reflected in future company filings.

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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): February 5, 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 is expected to be entered soon. The Company is evaluating how to proceed in light of the decision, but expects to pursue available review and appeal processes.

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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 6, 2026

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FAQ

What litigation update did Society Pass (SOPA) disclose in this 8-K?

Society Pass reported a court decision resolving key claims in an employment and equity dispute with Thomas O’Connor and CVO Advisors. The ruling dismisses several salary and equity claims, rejects CVO’s preferred stock demand, but upholds multimillion-dollar monetary awards against the company, subject to final judgment and appeal.

How much did the Court award against Society Pass (SOPA) in this case?

The Court upheld and expanded monetary awards against Society Pass, including approximately $6,615,934 plus interest from an earlier partial summary judgment and an additional $824,109 plus interest for equity that vested before August 2019, with the precise enforceable amounts to be set in the final judgment.

Which claims by Thomas O’Connor and CVO did the Court reject against Society Pass (SOPA)?

The Court dismissed several major claims, including O’Connor’s salary and severance demands and any equity vesting under the warrant after August 2019, and it rejected CVO’s claims to $8 million of Society Pass Series A Preferred Stock, significantly narrowing the plaintiffs’ recovery scope.

What did the Court decide about O’Connor’s agreements with Society Pass (SOPA)?

The Court found O’Connor fraudulently induced certain agreements, holding that the subscription and software development agreements are subject to rescission and ordering the return of shares issued under them, while still awarding him compensation for equity that had vested before August 2019 under the warrant agreement.

Why did Society Pass (SOPA) place Thoughtful Media Group shares in escrow?

The Court ordered Society Pass to escrow subsidiary shares on July 23, 2025, requiring 3,000,000 Thoughtful Media Group common shares be placed in escrow as security for potential judgment enforcement, allowing the company to avoid restrictions on using cash or other assets in its ordinary business.

Is Society Pass (SOPA) planning to appeal the court decision?

Society Pass indicated it expects to pursue review and appeal of the Court’s decision. A judgment implementing the rulings is expected to be entered, after which the company intends to use available review and appeal processes to challenge aspects of the outcome.