Welcome to our dedicated page for Society Pass Incorporated SEC filings (Ticker: SOPA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Society Pass Incorporated filings document the formal record for a Nevada operating company with common stock listed on Nasdaq under SOPA. Its SEC reports include 8-K material-event disclosures, Form 12b-25 late-filing notices, and registration statements that describe securities offerings, capital structure, and operating and financial results tied to its Southeast Asia e-commerce ecosystem.
The company’s filings also cover Nasdaq continued-listing matters, including periodic-report timing and minimum bid price requirements, along with litigation disclosures involving employment-related claims, share-based obligations and escrow arrangements involving subsidiary shares. Other disclosures address governance, material agreements, and subsidiary-related audit and reporting matters involving NusaTrip and Thoughtful Media Group.
Society Pass Incorporated is registering up to 4,385,964 shares of common stock, plus pre-funded warrants for up to 4,385,964 additional shares, in a best efforts public offering. The assumed price is $2.28 per share, with each pre-funded warrant priced at $2.279 and carrying a $0.001 exercise price.
If fully subscribed in shares, common stock outstanding would rise to 11,991,489. There is no minimum offering amount, so the company may raise significantly less than the maximum and investors would not receive refunds. Net proceeds are estimated at about $9.1 million, earmarked for working capital and general corporate purposes, including operating expenses and capital expenditures.
The company faces a going concern uncertainty due to recurring losses and a working capital deficit, and recently completed a $2.0 per share equity financing in December 2025. It is expanding a Southeast Asia–focused digital ecosystem spanning lifestyle e-commerce, digital media, travel, and new AI-driven data center and telecom investments while operating as an emerging growth and smaller reporting company on Nasdaq under the symbol SOPA.
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 is launching a primary offering of up to 4,385,964 shares of common stock, or pre-funded warrants to purchase up to 4,385,964 shares, plus the shares issuable upon warrant exercise. At an assumed price of $2.28, the company expects net proceeds of about $9.1 million.
Pre-funded warrants are designed to keep individual investors below 4.99% or, at their election, 9.99% beneficial ownership, and carry a de minimis $0.001 exercise price. Assuming only common stock is sold, shares outstanding would rise to 11,991,489. The deal is a best-efforts placement through Rodman & Renshaw with no minimum offering amount or escrow, so investors bear the risk the company raises less capital than planned.
The proceeds are earmarked for working capital and general corporate purposes as Society Pass scales its Southeast Asia-focused ecosystem in lifestyle, digital media and travel, and expands into AI-driven data centers and telecom infrastructure across several regions. The company carries a going concern warning and recently resolved, but remains monitored for, Nasdaq equity listing compliance.
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 (SOPA) has obtained written consent from holders of a majority of its voting power to approve two key actions without holding a stockholder meeting. First, stockholders approved a 2026 Equity Incentive Plan, initially covering 1,500,000 shares of common stock, with an automatic annual increase equal to 15% of the total common shares outstanding on the last day of each prior calendar year. The plan allows stock options, restricted stock, RSUs, SARs and performance awards, with option exercise prices at least equal to fair market value on the grant date.
Second, they approved a Share Issuance of 2,272,727 shares of common stock to specified individuals and entities as compensation and bonuses for services related to the successful IPO of NusaTrip Incorporated. Based on a closing price of $1.16 per share on October 2, 2025, the issuance is valued at $2,636,363.76. Major recipients include Blue Jay Capital Ltd, Gopher Capital Ltd and Chief Executive Officer Raynauld Liang. These actions will become effective no sooner than 20 calendar days after this information statement is mailed, and stockholders do not have dissenter’s rights or a vote in this process.
Society Pass (SOPA) filed its quarterly report, showing a larger operating loss despite improved gross profit. Q3 2025 revenue was $1,380,382 versus $1,675,894 a year ago, while gross income rose to $887,340 from $365,646. Operating expenses increased to $6,131,964 from $1,540,260, driving a loss from operations of $5,244,624 (vs. $1,174,614). Net loss attributable to the company was $5,118,989 (vs. $1,377,885), or $0.84 basic loss per share.
For the nine months, revenue was $5,355,380 (vs. $5,233,483) and net loss attributable totaled $6,481,069 (vs. $6,156,153). The balance sheet strengthened: total assets were $32,934,375 and total liabilities $19,602,879, resulting in positive total equity of $13,331,496, a turnaround from $(2,412,705) at December 31, 2024. Cash and cash equivalents were $6,552,702.
The share count rose to 6,105,525, and the company recorded $15,203,888 from the sale of units in an initial public offering, with additional issuances via ATM, private placements, and stock for compensation. As of November 14, 2025, common shares outstanding were 6,105,525.
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.