Society Pass (NASDAQ: SOPA) regains Nasdaq equity compliance but faces one-year monitor

Rhea-AI Filing Summary

Society Pass Incorporated reported that Nasdaq has determined the company is back in compliance with Nasdaq Listing Rule 5550(b)(2), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. This reverses an earlier determination, issued in February 2025, to delist the company’s common stock after a hearings process and temporary listing exceptions through August 18, 2025.

Under Nasdaq Listing Rule 5815(d)(4)(B), Society Pass will now be subject to a one-year Mandatory Panel Monitor starting from the September 2, 2025 compliance letter. If the company falls out of compliance with the equity requirement again during this monitoring period, Nasdaq may issue a delisting determination without providing an additional cure or compliance period.

Positive

• Nasdaq equity compliance regained: Nasdaq issued a September 2, 2025 letter confirming Society Pass now satisfies the $2,500,000 stockholders’ equity requirement, allowing its common stock to continue trading on the Nasdaq Capital Market.

Negative

• Heightened delisting risk during monitoring period: For one year under Mandatory Panel Monitor, any new failure to meet the Nasdaq equity rule can trigger an immediate delisting determination without an additional cure or compliance period.

Insights

Equity Markets & Listing Standards Analyst

Society Pass regains Nasdaq compliance but faces strict one-year monitoring.

Society Pass Incorporated has resolved its prior Nasdaq listing deficiency by demonstrating compliance with the stockholders’ equity requirement in Listing Rule 5550(b)(2), which mandates at least $2,500,000 of stockholders’ equity. This follows a sequence of events in which Nasdaq staff had previously moved to delist the shares, and a hearings panel granted temporary listing relief through August 18, 2025.

The new Nasdaq compliance letter dated September 2, 2025 confirms continued listing but places the company under a one-year Mandatory Panel Monitor under Listing Rule 5815(d)(4)(B). During this monitoring period, any renewed failure to meet the equity rule would allow Nasdaq to issue a delisting determination without offering an additional cure or compliance period under Rule 5810(c)(3). This framework keeps the stock listed for now, while making future equity shortfalls more consequential.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

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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): September 2, 2025

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 disclosed, on February 18, 2025, Society Pass Incorporated (the “Company”) received written notice (the “Delist Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with Rule 5550(b)(2) which requires that the Company shall maintain at least $2,500,000 stockholders’ equity (the “Equity Rule”), the Nasdaq staff determined to delist the Company’s common stock from the Nasdaq Capital Market effective on February 27, 2025 unless the Company timely requested an appeal of this determination before the Nasdaq Hearings Panel (the “Panel”). The Company timely requested a hearing (the “Hearing”) before the Panel, which stayed the suspension of the Company’s common stock pending the Panel’s decision, and the Hearing was held on April 1, 2025. On April 9, 2025, the Panel issued a decision that granted the Company’s request to continue its listing on Nasdaq until June 30, 2025. On July 15, 2025, the Panel issued an amended decision to further grant the Company’s request for an exception until August 18, 2025.

On September 2, 2025, the Company received a letter (“Compliance Letter”) from Nasdaq indicating that, the Company has demonstrated compliance with the Equity Rule, and the Company is therefore in compliance with the Nasdaq Capital Market’s continued listing requirements. Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the Compliance Letter. If, within that one-year monitoring period, Nasdaq finds the Company again out of compliance with the Equity Rule, the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to that deficiency, and Nasdaq will issue a Delist Determination Letter without giving the Company cure or compliance period pursuant to Rule 5810(c)(3).

1

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: September 5, 2025

2

FAQ

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

Society Pass disclosed that Nasdaq has issued a compliance letter dated September 2, 2025 confirming the company now meets the Nasdaq Capital Market’s stockholders’ equity requirement for continued listing.

Which Nasdaq listing rule did Society Pass (SOPA) return to compliance with?

Society Pass returned to compliance with Nasdaq Listing Rule 5550(b)(2), which requires the company to maintain at least $2,500,000 in stockholders’ equity.

Why was Society Pass (SOPA) previously at risk of delisting from Nasdaq?

Nasdaq staff had determined to delist Society Pass’s common stock because the company had remained non-compliant with Rule 5550(b)(2)’s minimum $2,500,000 stockholders’ equity requirement, leading to a delisting notice and a subsequent hearing process.

What is the Mandatory Panel Monitor that now applies to Society Pass (SOPA)?

Under Nasdaq Listing Rule 5815(d)(4)(B), Society Pass will be subject to a one-year Mandatory Panel Monitor starting from the September 2, 2025 compliance letter, during which Nasdaq will closely monitor compliance with the equity rule.

What happens if Society Pass (SOPA) falls out of equity compliance during the monitoring period?

If Society Pass again fails to meet the equity requirement within the one-year monitoring period, Nasdaq will issue a delisting determination letter without allowing the company to submit a plan of compliance or benefit from a cure or compliance period under Rule 5810(c)(3).

Is Society Pass’s (SOPA) common stock currently still listed on the Nasdaq Capital Market?

Yes. Following Nasdaq’s September 2, 2025 compliance letter, Society Pass’s common stock remains listed on the Nasdaq Capital Market, subject to the one-year Mandatory Panel Monitor.