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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): May 14, 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. |
As
previously reported, on May 12, 2026 (the “Petition Date”), Society Pass Incorporated, a Nevada corporation (the “Company”)
and SoPa, Inc., a wholly-owned subsidiary of the Company, and a Texas corporation (“SoPa”) (collectively, the “Debtors”),
filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
On
May 14, 2026, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
that Nasdaq had determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
Nasdaq reached its decision that the Company is no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1
as a result of the Company’s commencement of the Chapter 11 Cases. The Company intends to appeal this determination.
Trading
of the Common Stock will be suspended at the opening of business on May 21, 2026, and a Form 25-NSE will be filed with the Securities
and Exchange Commission (the “SEC”), which will remove the Common Stock from listing and registration on Nasdaq.
Forward-Looking
Statements
This
Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements contained in this Current Report other than statements of historical fact should be considered forward-looking
statements. Readers can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,”
“will,” or the negative thereof or other variations thereon or comparable terminology. Forward-looking statements in this
Current Report include, but are not limited to, the Company’s intention to appeal Nasdaq’s delisting determination and the
delisting of the Common Stock.
Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report, including but not limited to: the timing and outcome of the Chapter 11 Cases; the
impact of the Chapter 11 Cases on the listing of the Company’s securities on Nasdaq; and the factors, risks and uncertainties described
in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”), including in the section entitled
“Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2024, the section entitled “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the
quarters ended March 31, 2025, June 30, 2025 and September 30, 2025. Except as required by law, the Company does not undertake any obligation
to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of
new information, future events or otherwise after the date of this Current Report.
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:
May 20, 2026
