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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): March 26, 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) |
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
March 26, 2026, Society Pass Incorporated (the “Company”) received a letter (the “Nasdaq Staff Letter”) from
The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price
for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital
Market under Nasdaq Listing Rule 5550(a)(2).
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until September
22, 2026 to regain compliance. The letter states that the Nasdaq staff will provide written notification that the Company has achieved
compliance with Rule 5550(a)(2) if at any time before September 22, 2026, the bid price of the Company’s common stock closes at
$1.00 per share or more for a minimum of ten (10) consecutive business days. The Nasdaq Staff Letter has no immediate effect on the listing
or trading of the Company’s common stock.
The
Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level
likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by September 22, 2026.
If
the Company does not regain compliance with Rule 5550(a)(2) by September 22, 2026, the Company may be eligible for an additional 180
calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value
of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement,
and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by
effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the
deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting.
In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can
be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq
staff would grant the Company’s request for continued listing subsequent to any delisting notification.
Forward-Looking
Statements
This
current report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking
statements can be identified by words such as “may,” “will,” “could,” “would,” “should,”
“believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,”
“potential” or similar references to future periods. Examples of forward-looking statements in this current report include,
without limitation, statements regarding the Company’s intent to monitor the bid price of its common stock and consider available
options, including a reverse stock split; and the Company’s eligibility for an additional 180 calendar day compliance period. Forward-looking
statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s
current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated
events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements.
Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the Company will
meet the bid price requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq compliance standards, that
Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable
Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in the
Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2025
and its other filings with the SEC. Any forward-looking statement made by the Company in this current report is based only on information
currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims
any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether
as a result of new information, future developments or otherwise.
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:
March 27, 2026 |
|
|
