Society Pass Incorporated 8-K, filed Feb 6, 2026
Society Pass Incorporated. (SOPAQ)
About this 8-K
Society Pass Incorporated filed this 8-K on February 6, 2026, reporting on events of February 5, 2026.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 8.01. Other Events
As previously reported, Thomas O’Connor, a former employee of Society Pass Incorporated (the “Company”), and CVO Advisors Pte. Ltd. (“CVO,” and together with O’Connor, the “Plaintiffs”), brought an employment action against the Company in the Supreme Court of the State of New York, New York County (the “Court”), seeking salary payments and expense reimbursement totaling $122,042.60, plus liquidated damages and costs. O’Connor also asserted claims based on the alleged failure to deliver between 1,721 and 2,536 shares of the Company’s common stock. For the 1,721 shares that O’Connor contends were not delivered, he claims damages of $9,918,000. In addition, the action includes claims by CVO alleging entitlement to $8 million in shares of the Company’s Series A Preferred Stock.
The Company responded to the complaint and asserted counterclaims against O’Connor arising from alleged breach of contract, breach of fiduciary duty, tortious interference, and fraud. After discovery proceedings and O’Connor’s motion for partial summary judgment, the Court ruled that O’Connor was entitled to the value of 1,148 shares of common stock that had vested under the warrant agreement. After a valuation hearing and decision, the Court, upon the Company’s proposal, in order to provide security to O’Connor for enforcement of any judgment in his favor, ordered on July 23, 2025, that the Company place 3,000,000 common shares of Thoughtful Media Group Incorporated, a subsidiary of the Company, into escrow pending further order of the Court. This arrangement avoided the financial strain that would have resulted had the Court restricted the Company’s use of cash or other assets in the ordinary course of business.
After a July 2025 trial, the Court issued its decision on February 5, 2026, finding that O’Connor fraudulently induced the Company to enter into the subscription and software development agreements, which the Court held are subject to rescission, and ordering the return of shares issued under those agreements. The Court dismissed O’Connor’s claims for salary and severance and held that his “faithless servant” conduct barred any equity vesting under the warrant agreement from August 2019 forward. CVO’s $8 million of Company’s Series A Preferred Stock contract claims were rejected. The Court upheld the earlier partial summary judgment award of approximately $6,615,934 (plus interest) and awarded an additional $824,109 (plus interest) for equity that vested under the warrant agreement before August 2019. The Company’s counterclaims other than as described above were dismissed. A judgment implementing the rulings made in the decision is expected to be entered soon. The Company is evaluating how to proceed in light of the decision, but expects to pursue available review and appeal processes.
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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 6, 2026 | ||
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