SOCIETY PASS INCORPORATED. 8-K

What Happened
Society Pass Inc. (SOPA) filed an 8-K describing a February 5, 2026 decision by the Supreme Court of the State of New York, New York County, in litigation brought by Christopher O’Connor and CVO Ltd. The court found O’Connor fraudulently induced the company to enter certain subscription and software development agreements and rescinded those agreements, ordering return of shares issued under them. The court dismissed O’Connor’s salary and severance claims, ruled his “faithless servant” conduct bars equity vesting under the warrant agreement from August 2019 forward, and rejected CVO’s claim for $8.0 million in Series A preferred stock. The company previously placed 3,000,000 common shares of its subsidiary Thoughtful Media Group Inc. into escrow (July 23, 2025) as security for any judgment.

Key Details

• Court decision date: February 5, 2026; escrow ordered earlier on July 23, 2025 (3,000,000 Thoughtful Media Group shares).
• Prior partial summary judgment award of ~$6,615,934 (plus interest) was upheld; the court added ~$824,109 (plus interest) for pre‑August 2019 vested equity — total awarded ≈ $7,440,043 (plus interest).
• Plaintiffs: Christopher O’Connor and CVO Ltd.; Company counterclaims other than the amounts described were dismissed.
• A judgment implementing the decision is expected to be entered soon; the Company intends to evaluate and pursue available review and appeal options.

Why It Matters
This ruling creates a significant litigation outcome for Society Pass: a court-affirmed monetary award of roughly $7.44M (plus interest) and rescission/return of shares tied to the disputed agreements. The Company had secured putative enforcement by placing subsidiary shares into escrow rather than tying up operating cash, which may limit immediate cash impact but could affect subsidiary equity and shareholder dilution depending on enforcement or further proceedings. Management’s stated intention to seek review or appeal means the final financial and operational consequences remain subject to change; investors should monitor subsequent filings for the final judgment entry, any cash or equity settlements, and the progress of appeals.