Every 8-K that Society Pass Incorporated (SOPA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SOPA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SOPA filings page.
Society Pass Incorporated reported that its independent registered public accounting firm, AOGB CPA Limited, resigned effective June 2, 2026. AOGB had been engaged to audit the Company’s consolidated financial statements for the year ended December 31, 2025, but did not issue an audit opinion for that year.
The Company states that, for the 2025 fiscal year and the interim period from January 1, 2026 to June 2, 2026, there were no disagreements with AOGB on accounting principles, financial statement disclosure, or audit scope or procedure, and no reportable events as defined in Regulation S‑K. Society Pass provided AOGB with the disclosure and filed AOGB’s response letter as Exhibit 16.1.
Society Pass Incorporated and its wholly owned subsidiary SoPa, Inc. filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code on May 12, 2026 in the Southern District of Texas. The cases are being jointly administered, and the companies will operate as debtors-in-possession while they seek relief and pursue potential plans of reorganization.
The filing triggered an event of default under the company’s debt instrument, making principal and interest immediately due; however, creditor enforcement is automatically stayed under the Bankruptcy Code. Society Pass expects day-to-day operations to continue substantially uninterrupted and indicates that employees of its subsidiaries should see no change in their responsibilities or pay.
The company warns that trading in its securities during the Chapter 11 process is highly speculative and poses substantial risks, and that trading prices may bear little or no relationship to any eventual recovery for security holders.
Society Pass Incorporated received a delinquency notification from Nasdaq on April 16, 2026 because it did not timely file its Form 10-K for the year ended December 31, 2025, as required by Nasdaq Listing Rule 5250(c)(1).
The notice does not immediately affect the listing of Society Pass’s common stock on Nasdaq, but continued non-compliance could ultimately lead to delisting. The company has until June 15, 2026 to submit a compliance plan and may receive up to October 12, 2026 to regain compliance if Nasdaq accepts that plan. Society Pass states it is working diligently to complete the Form 10-K and expects to file it within the 60-day window, which would avoid the need for a formal compliance plan.
Society Pass Incorporated reports a New York court judgment resolving a long-running employment and equity dispute with former employee Thomas O’Connor and CVO Advisors.
The court found that O’Connor fraudulently induced the Company into subscription and software development agreements, ordered those agreements rescinded, and required the return of shares issued under them. It dismissed O’Connor’s salary and severance claims and rejected CVO’s $8 million Series A preferred stock contract claims. However, 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.
To secure potential enforcement, the court ordered 3,000,000 Thoughtful Media Group shares and 250,000 NusaTrip shares, both from Company subsidiaries, into escrow, and O’Connor has begun enforcement actions. The Company plans to pursue review and appeal processes.
Society Pass Incorporated has received a notice from Nasdaq that its common stock has closed below the required $1.00 minimum bid price for the last thirty consecutive business days, putting it out of compliance with Nasdaq Listing Rule 5550(a)(2).
The company has 180 calendar days, until September 22, 2026, to regain compliance by having its stock close at or above $1.00 for at least ten consecutive business days. The notice does not immediately affect the stock’s listing, but failure to recover by the deadline could lead to delisting, subject to possible extension and appeal.
Society Pass Incorporated completed a best efforts public offering of 5,261,819 shares of common stock and pre-funded warrants to purchase up to 120,000 shares, priced at $0.55 per share and $0.549 per pre-funded warrant. A related press release described aggregate gross proceeds of about $3.0 million, with the company expecting approximately $2.5 million in net proceeds after fees and expenses.
The funds are earmarked for working capital and general corporate purposes, including operating expenses and capital expenditures. Rodman & Renshaw LLC acted as exclusive placement agent, receiving a 7.0% cash fee on gross proceeds plus reimbursement of legal and clearing costs. For 30 days after closing the company agreed not to issue or register additional equity (with certain exceptions), and for 60 days it is restricted from variable rate equity transactions.
The pre-funded warrants are immediately exercisable at $0.001 per share and include a beneficial ownership cap of 4.99%, which holders can increase to 9.99% with at least 61 days’ prior notice.
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.
Society Pass Incorporated entered into two subscription agreements to acquire equity stakes in Gorilla Networks Pte Ltd and Sapience AI Incorporated. The company and Ascendance Group Limited agreed to buy 7,031,765 shares of Gorilla at US$0.27 per share for total consideration of US$1,898,577, paid as US$400,000 in cash and 333,017 shares of NusaTrip Incorporated common stock owned by Society Pass. Gorilla will issue 4,570,647 shares to Society Pass and 2,461,118 shares to Ascendance, with the Ascendance portion serving as consideration for advisory services previously provided to Society Pass.
Under the Sapience agreement, the parties will purchase 10,234 Sapience common shares at US$860.00 per share for aggregate consideration of US$8,801,430, comprising US$600,000 in cash and 1,822,540 NusaTrip shares contributed by Society Pass. Sapience will issue 6,652 shares to Society Pass and 3,582 shares to Ascendance, again reflecting advisory service compensation. Both agreements include customary closing conditions such as completion of corporate actions, accuracy of representations and warranties, compliance with covenants, and absence of legal restraints.
Society Pass Incorporated reported that its Board of Directors approved a change in independent auditors on January 06, 2026. The Board dismissed Onestop Assurance PAC as the company’s independent registered public accounting firm and appointed AOGB CPA Limited as the new independent auditor for the fiscal year ended December 31, 2025.
The company states that Onestop’s audit reports on the consolidated financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles. The company also reports there were no disagreements or reportable events with Onestop during those fiscal years and the subsequent interim period through January 06, 2026. Society Pass further notes that it did not consult with AOGB on accounting or auditing matters before this appointment.
Society Pass Incorporated reported a leadership change: the Board accepted the resignation of Tjin Patrick Soetanto as Group Chief Operating Officer, effective October 31, 2025.
The company stated the resignation was not due to any disagreement with the company on any matter. On the same day, the Board eliminated the Group COO position from the management team.
Society Pass (SOPA) reported the results of its Annual Meeting held on October 21, 2025. Shareholder participation was high, with 34,689,309 votes cast, representing 84.39% of the 41,105,525 votes eligible as of the August 28, 2025 record date, establishing a quorum.
Stockholders elected directors Travis Washko, Vincent Puccio, Mark Carrington, Michael Freed, and Michael Dunn, each receiving approximately 96.6% votes “For” with roughly 61,000 votes withheld per nominee. Loic Gautier received 200,067 votes “For,” 33,000,000 “Against,” and 370,518 “Withheld.
Stockholders also ratified the independent registered public accounting firm with 34,562,583 votes “For,” 90,813 “Against,” and 35,913 “Abstain,” reflecting 99.63% support. Following the meeting, Loic Gautier resigned as a director, effective immediately, and the company stated the resignation was not due to any disagreement with the Board or the Company.
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.
Society Pass Incorporated furnished updated financial information reflecting the initial public offering of its subsidiary NusaTrip Incorporated. The company reported unaudited condensed consolidated balance sheets as of June 30, 2025 and unaudited pro forma consolidated balance sheets as of August 18, 2025. These pro forma figures incorporate the NusaTrip IPO, which was consummated on August 18, 2025 and generated net proceeds of approximately $13,500,000 for Society Pass. The exhibit is intended to show how the IPO and resulting cash inflow affect the company’s balance sheet position.
Society Pass (Nasdaq:SOPA) filed an 8-K on June 23, 2025 announcing a private placement financing.
- The company entered a Share Purchase Agreement with one accredited investor for 300,000 common shares at $1.00 each, generating $300,000 in gross proceeds.
- The transaction is exempt from registration under Section 4(a)(2)/Reg D.
- The agreement includes customary reps & warranties plus registration rights requiring SOPA to file a resale registration statement covering the shares.
- Closing is expected on or about June 27, 2025, subject to standard conditions.
- No other financial metrics or strategic updates were disclosed.
The filing also reports the issuance under Item 3.02 (Unregistered Sales of Equity Securities) and attaches the agreement as Exhibit 10.1.
Society Pass Incorporated (NASDAQ: SOPA) filed an 8-K on 20 June 2025 announcing the departure of its Group Chief Technology Officer. The Board of Directors accepted the resignation of Mr. Howie Ng Kar How, effective the same day. According to the filing, Mr. Ng left to pursue other business opportunities and there were no disagreements with the company regarding operations, policies or practices.
Concurrently, the Board eliminated the Group CTO position from the senior management structure. No successor was named and no information was provided on how Mr. Ng’s responsibilities will be reassigned. Aside from this governance change, the filing contains no financial data, earnings guidance, or strategic updates. As such, the event is limited in scope to leadership realignment and potential organisational streamlining.