Society Pass Files 8-K on Security Holder Rights

Ticker: SOPA · Form: 8-K · Filed: May 1, 2024 · CIK: 1817511

Sentiment: neutral

Topics: corporate-governance, filing-update

TL;DR

SOCIETY PASS 8-K FILED: Changes to security holder rights and corporate docs. Review needed.

AI Summary

On May 1, 2024, Society Pass Incorporated filed an 8-K report detailing material modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details regarding the nature of these modifications and amendments are not elaborated in the provided text.

Why It Matters

This 8-K filing indicates potential changes affecting Society Pass's shareholders and corporate structure, requiring investors to review the details for any impact on their holdings.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can signal significant changes that may impact stock value and investor confidence.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of Society Pass Incorporated's security holders?

The provided text of the 8-K filing states that there were material modifications to the rights of security holders, but it does not specify the exact nature of these modifications.

What amendments were made to Society Pass Incorporated's articles of incorporation or bylaws?

The filing indicates amendments to the articles of incorporation or bylaws, but the specific details of these amendments are not included in the provided excerpt.

What is the primary purpose of this 8-K filing for Society Pass Incorporated?

The primary purpose of this 8-K filing is to report material modifications to the rights of security holders, amendments to articles of incorporation or bylaws, and to include Regulation FD disclosures and financial statements/exhibits.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on May 1, 2024.

What is the state of incorporation for Society Pass Incorporated?

Society Pass Incorporated is incorporated in Nevada.

Filing Stats: 831 words · 3 min read · ~3 pages · Grade level 10.9 · Accepted 2024-05-01 08:31:10

Key Financial Figures

Filing Documents

03 Material Modification to

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.

03 Amendment to Articles

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.

01

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.

01 Financial

Item 9.01 Financial (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) 1

SIGNATURES

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 2

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