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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).
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
