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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 22, 2023



(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)



(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 8.01. Other Events.


On November 22, 2023, The Nasdaq Stock Market (“Nasdaq”) notified Society Pass Incorporated (the “Company”) that it would be afforded an additional 180 calendar days (or until May 20, 2024) to regain compliance with Nasdaq’s minimum bid price requirement.


As previously disclosed, on May 25, 2023, the Company received a notification letter from the Nasdaq Listing Qualifications Department stating that, for 30 consecutive business days, the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The initial notification letter stated that the Company would be afforded 180 calendar days (until November 21, 2023) to regain compliance, and that the Company may be eligible for additional time. Although the Company did not regain compliance with Nasdaq Listing Rule 5550(a)(2) within the initial 180 calendar day period, Nasdaq determined that the Company was eligible for the additional 180 calendar day period to regain compliance.


In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1 per share for a minimum of ten consecutive business days during the additional 180 calendar day period ending May 20 , 2024. The Company intends to consider all available options to regain compliance with the Nasdaq listing standards.


The Nasdaq notification has no effect at this time on the listing of the Company’s common stock which will continue to trade uninterrupted under the symbol “SOPA”.







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: November 22, 2023