Form 8-K - Current report

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): February 13, 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 1.01 Entry into a Material Definitive Agreement

On August 21, 2023, Society Pass Incorporated (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its common stock, par value $0.0001 per share (the “Common Stock”). On May 25, 2024, the Company and the Sales Agent entered into an amendment No. 1 to the Sales Agreement. On February 13, 2025, the Company and the Sales Agent entered into an amendment No. 2 to the Sales Agreement (the “Amendment No. 2”). Pursuant to the Amendment No. 2, the aggregate offering price of the Common Stock that will be offered and sold pursuant to the Sales Agreement will be up to $3,371,000.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
10.1		Amendment to the Sales Agreement, dated February 13, 2025, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC.
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: February 14, 2025

Exhibit 10.1

SOCIETY PASS INCORPORATED

Common Stock

(par value $0.0001 per share)

Amendment No. 2 to the At-The-Market Issuance Sales Agreement

February 1, 2025

Ascendiant Capital Markets, LLC

110 Front Street, Suite 300

Jupiter, FL 33477

Ladies and Gentlemen:

Reference is made to the At-The-Market Issuance Sales Agreement, dated August 21, 2023 (the “Agreement”), by and between Society Pass Incorporated, a Nevada corporation (the “Company”), and Ascendiant Capital Markets, LLC (the “Agent”), which was previously amended by an Amendment No. 1 dated May 24, 2024. The Company and the Agent (collectively, the “Parties”) wish to amend the Agreement, pursuant to Section 17 of the Agreement, to increase the aggregate offering price under the Agreement (this “Amendment”). The Parties therefore hereby agree as follows:

1. Issuance and Sale of Shares. The first paragraph of Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through Ascendiant, acting as agent and/or principal, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $3,371,000 (the “Placement Shares”). The issuance and sale of the Placement Shares through Ascendiant will be effected pursuant to the Registration Statement to be filed by the Company and after such Registration Statement has been declared effective by the SEC, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Placement Shares.

2. Payment of Expenses. The Company will reimburse Agent for fees of Agent’s legal counsel in the amount of $5,000 in connection with this Amendment and bring-down for the September 30, 2024 quarter.

3. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.

Terms used herein but not otherwise defined are used herein as defined in the Agreement.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement by the Company and the Agent in accordance with its terms.

Very truly yours,
	SOCIETY PASS INCORPORATED

	By:	/s/ Raynauld Liang
	Name:	Raynauld Liang
	Title:	Chief Executive Officer

ACCEPTED as of the date first-above written:

	ASCENDIANT CAPITAL MARKETS, LLC

	By:	/s/ Bradley J. Wilhite
	Name:	Bradley J. Wilhite
	Title:	Managing Partner

Cover	Feb. 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 13, 2025
Entity File Number	001-41037
Entity Registrant Name	SOCIETY PASS INCORPORATED
Entity Central Index Key	0001817511
Entity Tax Identification Number	83-1019155
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	701 S. Carson Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Carson City
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89701
City Area Code	+65
Local Phone Number	6518-9385
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SOPA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false