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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): May 1, 2024
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Society Pass Incorporated. (the “Company”) filed a Certificate of Change of the Company with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to effect a 1-for-15 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which will become effective when the market opens on May 1, 2024, with the Common Stock trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market. The trading symbol for the Common Stock will remain “SOPA.” The Common Stock was assigned a new CUSIP number (83370P 201) following the reverse stock split.
The Certificate of Amendment also decreases the number of authorized shares of Common Stock from 95,000,000 to 6,333,333. No fractional shares will be issued in connection with the reverse stock split and stockholders will round up to the nearest whole share.
The Company will adjust the number of shares available for future grant under its equity incentive plan and will also adjust the number of outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the reverse stock split.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosures.
On April 26, 2024, the Company issued a press release announcing the anticipated completion of the reverse stock split. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description of the Exhibit | |
| 3.1 | Certificate of Change filed with the Secretary of Nevada. | |
| 99.1 | Press Release dated April 26, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 1, 2024 | ||
Exhibit 3.1
Exhibit 99.1
Society Pass Incorporated Announces 1-for-15 Reverse Split
NEW YORK, April 26, 2024 (GLOBE NEWSWIRE) -- Society Pass Inc. (Nasdaq: SOPA) (“SOPA” or the “Company”), Southeast Asia’s (SEA) next generation, e-commerce ecosystem, today announced that the board approved a proposed 1-for-15 shares reverse split of its common stock (the “Reverse Split”).
Beginning with the opening of trading on May 1, 2024, the Company’s common stock will begin trading on a post-Reverse Split basis on the Nasdaq Capital Market under the same symbol “SOPA”, but under a new CUSIP number of 83370P201. The objective of the Reverse Split is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
Upon the effectiveness of the Reverse Split, every fifteen issued and outstanding shares of common stock with a par value of US$0.0001 each will automatically be consolidated into one issued and outstanding common stock with a par value of US$0.0001 each. No fractional shares will be issued as a result of the Reverse Split. Instead, any fractional shares that would have resulted from the Reverse Split will be rounded up to the next whole number. The Reverse Split affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding common stock, except for adjustments that may result from the treatment of fractional shares. The Reverse Split will also reduce the number of authorized shares by the same ratio as the Reverse Split. The Reverse Split was approved by the Company’s board of directors. The Company has filed a certificate of change with the Secretary of State of Nevada.
About Society Pass Inc.
Founded in 2018 as an e-commerce ecosystem in the fast growing markets of Vietnam, Indonesia, Philippines, Singapore and Thailand, which account for more than 80% of the SEA population, and with offices located in Bangkok, Ho Chi Minh City, Jakarta, Manila, and Singapore, Society Pass Incorporated (Nasdaq: SOPA) is an acquisition-focused holding company operating interconnected verticals (loyalty, digital media, travel, telecommunications, and lifestyle) throughout SEA.
Cautionary Note Concerning Forward-Looking Statements
This press release may include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Media Contact:
Rokas Sidlauskas
Chief Marketing Officer
rokas@thesocietypass.com