SOS Ltd reprimanded by NYSE over SPA disclosure
SOS Ltd corrects the signing date of a share sale agreement and reports a NYSE Public Reprimand Letter over the timing and accuracy of its disclosure.
Rhea-AI Filing Summary
SOS Ltd (SOS) reports two related disclosure matters. The company corrects an earlier notice about a securities purchase agreement, clarifying that the SPA to sell 19,000,000 Class A ordinary shares at $0.18 per share, for about $3.42 million, was entered into on September 15, 2026, not September 18, 2026.
SOS also discloses that NYSE Regulation, on behalf of the New York Stock Exchange, issued a Public Reprimand Letter on September 21, 2026 under Section 303A.13 of the NYSE Listed Company Manual. NYSE Regulation determined that SOS failed to immediately disclose the SPA in line with Section 202.05 and that the September 18 Form 6-K misstated the SPA date, which NYSE viewed as not carefully adhering to the facts under Section 202.06. The company acknowledges these issues and states it is enhancing procedures for timely and accurate disclosure of material information.
Positive
- None.
Negative
- NYSE Public Reprimand Letter for disclosure issues: NYSE Regulation issued a Public Reprimand Letter on September 21, 2026, citing SOS’s non-compliance with Sections 202.05 and 202.06 of the NYSE Listed Company Manual over the timing and accuracy of its SPA-related disclosure.
- Delay in disclosing material SPA: NYSE Regulation determined that SOS did not immediately disclose the September 15, 2026 SPA to sell 19,000,000 shares, leading to a trading halt until proper disclosure, which underscores weaknesses in the company’s disclosure controls.
- Prior Form 6-K date error deemed misleading: NYSE Regulation concluded the September 18, 2026 Form 6-K was inaccurate because it stated the SPA was entered into on September 18 instead of September 15, raising concerns about the precision of SOS’s regulatory filings.
Filing Explained
The filing adds that NYSE Regulation halted trading in SOS shares on
Key Figures
Key Terms
Public Reprimand Letter regulatory
Supplemental Listing Application regulatory
Regulation S regulatory
material information financial
Listed Company Manual regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What correction did SOS (SOS) make about its securities purchase agreement?
What is the NYSE Public Reprimand Letter disclosed by SOS (SOS)?
Why did NYSE Regulation find SOS (SOS) in violation of Sections 202.05 and 202.06?
What steps does SOS (SOS) say it is taking after the NYSE reprimand?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-38051
SOS Limited
(Translation of registrant’s name into English)
Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
+86-532-86617117
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Correction to Previously Furnished Form 6-K
On September 18, 2026, SOS Limited (the “Company”) furnished a Current Report on Form 6-K (the “Prior Form 6-K”) regarding the Company’s entry into a securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”), as defined in Regulation S under the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell an aggregate of 19,000,000 Class A ordinary shares of the Company, par value $0.0000001 per share, at a price of $0.18 per share, for an aggregate purchase price of approximately $3.42 million.
The Prior Form 6-K incorrectly stated that the SPA was entered into on September 18, 2026. The Company hereby corrects such disclosure to clarify that the SPA was entered into on September 15, 2026. Except for the correction described above, the disclosure regarding the SPA and the offering contained in the Prior Form 6-K remains unchanged.
NYSE Public Reprimand Letter
On September 21, 2026, the Company received a Public Reprimand Letter (the “Reprimand Letter”) from NYSE Regulation on behalf of the New York Stock Exchange LLC (the “NYSE”) pursuant to Section 303A.13 of the NYSE Listed Company Manual (the “Manual”).
The Reprimand Letter relates to the Company’s non-compliance with Sections 202.05 and 202.06 of the Manual in connection with the timing and accuracy of the Company’s disclosure regarding the SPA. The NYSE determined that the Company failed to timely disclose the SPA and that the Prior Form 6-K incorrectly stated the date of the SPA.
The Company acknowledges the matters raised by the NYSE and is taking steps to enhance its procedures for the timely and accurate disclosure of material information to ensure future compliance with the Manual.
In accordance with Section 303A.13 of the Manual, the Company is publicly disclosing its receipt of the Reprimand Letter.
The Reprimand Letter is filed as Exhibit 99.1 to this Current Report on Form 6-K and such document is incorporated herein by reference.
Exhibits
| Exhibit No. | Description | |
| 99.1 | NYSE Public Reprimand Letter to SOS Limited |
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, thereunto duly authorized.
Dated: September 21, 2026
| SOS Limited | ||
| By: | /s/ Yandai Wang | |
| Name: | Yandai Wang | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Craig A. Martin Senior Director NYSE Regulation New York Stock Exchange 11 Wall Street New York, NY 10005 (212) 656-6220 craig.martin@nyse.com |
September 21, 2026
VIA U.S. MAIL AND ELECTRONIC MAIL
Yandai Wang
Chief Executive Officer
SOS Limited
Building 6, East Seaview Park, 298 Haijing Road,
Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
Dear Mr. Wang,
On behalf of the New York Stock Exchange LLC (the “Exchange” or “NYSE”), NYSE Regulation is issuing this Public Reprimand Letter to SOS Limited (the “Company”) under Section 303A.13 of the Exchange’s Listed Company Manual (the “Manual”). The Public Reprimand Letter is being issued for the Company’s failure to comply with the Exchange’s policy with respect to the issuance of material news as set forth in Sections 202.05 and 202.06 of the Manual. Section 202.05 of the Manual provides that a listed company is required to make immediate disclosure of all material information “which might reasonably be expected to materially affect the market for its securities.” Further, Section 202.06 of the Manual requires a listed company to “careful[ly] adhere . . . to the facts” when issuing material news.
On September 15, 2026, the Company’s Chief Executive Officer, Yandai Wang, submitted a signed Supplemental Listing Application (“SLAP”) to the Exchange seeking approval to list and issue 19,000,000 Class A Ordinary Shares at a price of $0.18 per share pursuant to a Securities Purchase Agreement (“SPA”) with certain non-U.S. persons. In support of its SLAP, the Company attached an executed copy of the SPA, dated September 15, 2026, which was also signed by the Company’s Chief Executive Officer, Yandai Wang, and countersigned by ten of the investors in the SPA. The Company subsequently produced Board meeting minutes showing that the Board approved the SPA on September 16, 2026.
However, the Company failed to publicly disclose the SPA until September 18, 2026 when the Company filed a Form 6-K with the U.S. Securities & Exchange Commission (discussed in more detail below). As a result, the Company violated Section 202.05 of the Manual. As noted in Section 202.05 of the Manual, the timely disclosure of material information “is one of the most important and fundamental purposes of the listing agreement which the company enters into with the Exchange.”
On September 17, 2026, the Exchange informed the Company that it violated Section 202.05 of the Manual and that the Exchange would halt trading in the Company’s shares until the material news was properly disclosed under Section 202.06 of the Manual.
On September 18, 2026, the Company filed a Form 6-K disclosing:
On September 18, 2026, SOS Limited (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 19,000,000 Class A Ordinary Shares of the Company, par value $0.0000001 per share (“Share”), at a price of $0.18 per Share, for an aggregate purchase price of approximately $3.42 million (the “Offering”).
The Company’s Form 6-K was false and misleading because the SPA was executed on September 15, 2026 and approved by the Board on September 16, 2026. As a result, the Company also violated Section 202.06 of the Manual.
For its violations of both Section 202.05 and Section 202.06 of the Manual, and in accordance with Section 303A.13 of the Manual, NYSE Regulation is issuing the Company this Public Reprimand Letter. Note that Section 303A.13 of the Manual also requires a separate public disclosure of this Public Reprimand Letter by the Company. The Exchange recommends that the Company consult its own legal counsel regarding any other disclosure obligations it may have in relation to receipt of this letter.
If you have questions about this letter, please do not hesitate to contact the undersigned directly. Sincerely,
Craig A. Martin
Senior Director, NYSE Regulation