false 0001817511 0001817511 2024-05-24 2024-05-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





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): May 24, 2024



(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 StreetSuite 200 Carson CityNevada 89701

(Address of principal executive offices)



(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 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 to the Sales Agreement (the “Amendment”). Pursuant to the Amendment, the aggregate offering price of the Common Stock that will be offered and sold will be up to $1,138,282 (the “Shares”).


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description of Exhibits
10.1   Amendment to the Sales Agreement, dated May 24, 2024, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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 24, 2024