Filed Pursuant to Rule 424(b)(5)
Registration No. 333-271030
PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 20, 2023)
Up to $1,088,265
Society Pass Incorporated
Shares of Common Stock
We previously entered into an At-The-Market Issuance
Sales Agreement, or the sales agreement, dated August 21, 2023, with Ascendiant Capital Markets, LLC, or ACM, relating to shares of our
common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement,
as amended, we may offer and sell shares of our common stock, par value $0.0001 per share, having an aggregate offering price of up to
$1,088,265 from time to time through ACM, acting as sales agent (the “Sales Agent”), at our discretion. The amendment to the
sales agreement, dated May 24, 2024, reduced the aggregate offering price under the sales agreement from $50,000,000 to $1,088,265.
Through the date of this prospectus supplement, we have sold $879,385 of shares of common stock pursuant to the sales agreement. As of
the date of this prospectus supplement, $251,138 of shares of common stock remains available for sale under the sales agreement.
Our common stock is listed on the Nasdaq Capital
Market, under the symbol “SOPA.” The closing price of our common stock on May 22, 2024 was approximately $1.84 per share.
Sales of our common stock, if any, under this
prospectus supplement and accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in
Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. ACM is not required to sell any specific number
or dollar amount of securities, but will act as the Sales Agent using commercially reasonable efforts consistent with its normal trading
and sales practices, on terms mutually agreed to by ACM and us. There is no arrangement for funds to be received in any escrow, trust
or similar arrangement.
The compensation to ACM for sales of common stock
sold pursuant to the sales agreement will be an amount equal to 3.0% of the gross proceeds of any shares of common stock sold under the
sales agreement. In connection with the sale of the common stock on our behalf, ACM may be deemed to be an “underwriter” within
the meaning of the Securities Act and the compensation of ACM may be deemed to be underwriting commissions or discounts. We have also
agreed to provide indemnification and contribution to ACM with respect to certain liabilities, including liabilities under the Securities
Act or the Securities Exchange Act of 1934, as amended.
Pursuant to General Instruction I.B.6 of Form
S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of the aggregate market
value of our common stock held by non-affiliates in any 12-month period as long as the aggregate market value of our outstanding common
stock held by non-affiliates is less than $75 million. As of the date of this prospectus supplement, the aggregate market value of our
outstanding ordinary shares held by non-affiliates, as calculated pursuant to the rules of the U.S. Securities and Exchange Commission,
was $5,149,534.46, which was calculated based on 1,939,561 shares of common stock (on a post-reverse split) outstanding and held by non-affiliates
on May 22, 2024 and a price of $2.655 per share, the closing price of our ordinary shares on April 4, 2024, on Nasdaq. During the 12 calendar
months prior to and including the date of this prospectus supplement, we have sold $879,385 securities pursuant to General Instruction
I.B.6 of Form S-3.
Investing in our
common stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement,
on page 5 of the accompanying prospectus and under similar headings in the other documents that are incorporated by reference into this
prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the
prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
![](https://www.sec.gov/Archives/edgar/data/1817511/000121390024046769/image_002.jpg)
May 24, 2024
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
You should rely only on the information contained
in this prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with additional or different
information. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted.
You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other
than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its
filing date.
No action is being taken in any jurisdiction
outside the United States to permit a public offering of our securities or possession or distribution of this prospectus supplement or
the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus
in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering
and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.
EXPLANATORY NOTE
We previously entered into a sales agreement with
ACM, dated August 21, 2023, or the sales agreement, pursuant to which we may offer and sell up to $10,000,000 of shares of our common
stock from time to time through ACM acting as agent. On May 24, 2024, we amended our sales agreement with ACM, pursuant to which we
reduced the aggregate offering price under the sales agreement from $10,000,000 to $1,088,265. Additionally, as of the date of this prospectus
supplement, we have issued $879,385 shares of common stock pursuant to the sales agreement. Therefore, as of the date of this prospectus,
there is $251,138 of shares of our common stock available for issuance pursuant to the sales agreement, which may be offered and sold
under this prospectus supplement. This prospectus supplement amends and restates our previous prospectus supplement filed in connection
with the sales agreement on August 21, 2023, with the Securities and Exchange Commission, or the SEC.
ABOUT THIS PROSPECTUS
SUPPLEMENT
This document is part of the registration statement
(File No. 333-271030) that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration
process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering.
The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. Generally,
when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add to, update
or change information in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement or the
accompanying prospectus.
If information in this prospectus supplement is
inconsistent with the accompanying prospectus or with any document incorporated by reference that was filed with the SEC before the date
of this prospectus supplement, you should rely on this prospectus supplement. If any statement in one of these documents is inconsistent
with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying
prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus supplement,
the accompanying prospectus and the documents incorporated into each by reference include important information about us, the securities
being offered and other information you should know before investing in our securities. You should also read and consider information
in the documents we have referred you to in the sections of this prospectus supplement entitled “Where You Can Find More Information”
and “Incorporation by Reference.”
You should rely only on this prospectus supplement,
the accompanying prospectus, the documents incorporated or deemed to be incorporated by reference herein or therein and any free writing
prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with information
that is in addition to or different from that contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and the Sales Agent are not
offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus, or incorporated by reference herein,
is accurate as of any date other than as of the date of this prospectus supplement or the accompanying prospectus or any free writing
prospectus, as the case may be, or in the case of the documents incorporated by reference, the date of such documents regardless of the
time of delivery of this prospectus supplement and the accompanying prospectus or any sale of our securities. Our business, financial
condition, liquidity, results of operations and prospects may have changed since those dates.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus
supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
We own or have rights to various trademarks, service
marks and trade names that we use in connection with the operation of our business. This prospectus supplement, the accompanying prospectus
and the information incorporated herein and thereby by reference may also contain trademarks, service marks and trade names of third parties,
which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or
products in this prospectus supplement or the accompanying prospectus is not intended to, and does not imply a relationship with, or endorsement
or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear
without the ®, TM or SM symbols, but such references are not intended to
indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor
to these trademarks, service marks and trade names.
No action is being taken in any jurisdiction
outside the United States to permit a public offering of the securities or possession or distribution of this prospectus supplement or
the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus
in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering
and the distribution of this prospectus supplement or the accompanying prospectus applicable to that jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement
and accompanying prospectus, including the documents that we incorporate by reference, contain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended, or the Exchange Act. Such forward-looking
statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise
are not statements of historical fact.
These forward-looking
statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known
and unknown to us that could cause actual results and developments to differ materially from those expressed or implied in such statements,
including the risks described under “Risk Factors” in this prospectus supplement, and the other information in this prospectus
supplement, the accompanying prospectus and our Annual Report on Form 10-K for the year ended December 31, 2023.
In some cases, you can
identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,”
“plans,” “believes,” “seeks,” “may,” “should”, “could” or the
negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that
could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety
by reference to the factors discussed throughout this prospectus supplement and the accompanying prospectus.
You should read this
prospectus supplement, the accompanying prospectus and the documents that we reference herein and therein completely and with the understanding
that our actual future results may be materially different from what we expect. You should assume that the information appearing in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate as of their respective dates.
Our business, financial condition, results of operations and prospects may change. We may not update these forward-looking statements,
even though our situation may change in the future, unless required by U.S. federal securities laws to update and disclose material developments
related to previously disclosed information. We qualify all of the information presented in this prospectus supplement and the accompanying
prospectus, and particularly our forward-looking statements, by these cautionary statements.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety
by, and should be read together with, the more detailed information and financial statements and related notes thereto appearing elsewhere
or incorporated by reference in this prospectus supplement and the accompanying prospectus. Before you decide to invest in our securities,
you should read the entire prospectus supplement and the accompanying prospectus carefully, including the risk factors and the financial
statements and related notes included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
Unless the context otherwise
requires, “our Company,” “the Company,” “the Registrant,” “we,” “us,” “our”
and similar terms refer to Society Pass Incorporated.
Business Overview
We are, through the operation and acquisition
of fintech and e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building
the next generation digital ecosystem and loyalty platform in the Southeast Asian (“SEA”) countries of Singapore, Vietnam,
Indonesia, Philippines and Thailand.
The Company currently markets to both consumers
and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in Philippines. We
continue to expand our fintech and e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce
companies and applications and through strategic partnerships with technology providers in SEA. Material acquisitions to date include:
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In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). |
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In February 2022, we acquired New Retail Experience Incorporated (“NREI”) and Dream Space Company Limited (“Dream Space”) to operate food delivery companies, Pushkart in the Philippines and Handycart in Vietnam, respectively. |
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In May 2022, we acquired Gorilla Networks Pte Ltd and Gorilla Mobile Singapore Pte Ltd to operate a mobile telecommunications company in Singapore. |
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In July 2022, through our wholly owned subsidiary, Thoughtful Media Group Incorporated (“TMG”), a Nevada corporation, we acquired a digital marketing company with significant operations in Thailand and the United States. |
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In July 2022, through our wholly owned subsidiary, NREI, we acquired the assets of Mangan PH Food Delivery Services Corp., a corporation registered in Philippines, (the “Mangan Assets”). |
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In August 2022, we acquired majority control of Singapore-incorporated Nusatrip International Pte Ltd and 100% of the outstanding shares of Indonesia-incorporated PT Tunas Sukses Mandiri, together the “Nusatrip Group”, that give us ownership and operational control of the online and offline NusaTrip travel services marketing platform. |
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In December 2022, through our wholly owned subsidiary, Thoughtful Media Group Incorporated (“TMG”), a Nevada corporation, we acquired PT Wahana Cerita Indonesia (a/k/a More Media), an Indonesia-based creative design and branding company. |
We operate certain verticals in SEA: loyalty,
lifestyle, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and loyalty platform.
We scaled back our operations in the food and beverage delivery market in 2023.
Loyalty
The Group spent over two years building a cutting
edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants (the “Platform”).
Using our Society Pass loyalty platform, which we plan to introduce in 2023, consumers may earn, and merchants may issue, loyalty points
or “Society Points” across our subsidiaries. The Company aggregates data generated across various touch points, builds a realistic
view of consumer behavior and uses this data to increase sales across our ecosystem by: cross-pollinating acquired companies with other
existing verticals, customer re-targeting, offline and online behavior prediction and cross promotions and loyalty points. The Company
ecosystem becomes a key enabler for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies
to generate revenue:
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More revenue generation for merchants leads to creation of customer loyalty; |
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More customer loyalty creation leads to more consumers for merchants; |
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More consumers for merchants leads to greater revenues for merchants, which results in |
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Virtuous cycle of revenue generation and loyalty creation. |
Lifestyle
The Group operates an online lifestyle business
in Vietnam to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”. Consumers
search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home&
Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to order from hundreds of vendor
choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based delivery
company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers
can place orders for delivery or collect at the Company’s logistics center.
Telecommunications
The Company also has
online telecommunication reseller platform operating under brand name of “Gorilla” to enable the consumers to subscribe local
mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes Web3 technology
to operate a MVNO for its users in Southeast Asia. With network coverage to over 160 countries, Gorilla offers a full suite of mobile
communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers
to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack
feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services.
During the financial period ended March 31, 2024, local mobile data service was ceased operation due to business restructuring to refocus
in overseas internet data.
Digital Marketing
The acquisition of a digital media platform, TMG,
amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today
creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge
of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer
network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.
As a result, Thoughtful Media’s content
creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel
network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over
85 million subscribers with an average monthly viewership of over 600 million.
Travel
The Company purchased the Nusatrip Group, a leading
Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The NusaTrip acquisition extended SoPa’s
business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as
the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range
of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million
registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.
During the year 2023, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT”
selling air ticket, hotel reservation and providing hotel management software to local market.
Our loyalty-focused and
data-driven e-commerce marketing platform interfaces connect consumers with merchants in the lifestyle sectors, assisting local brick-and-mortar
businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our Platform integrates with both
global and country-specific search engines and applications and accepts international address and phone number data, providing a consumer
experience that respects local languages, address formats and customs. Our Strategic Partners (as defined below) work with us to penetrate
local markets, while our Platform allows effortless integration with existing technological applications and websites.
Global Events
The Russian-Ukraine war, Iran-Pakistan
tension and the supply chain disruption have not affected any specific segment of our business.
Software and Development
Our ability to compete depends in large part on
our continuous commitment to research and development, our ability to rapidly introduce new features and functionality and our ability
to improve proven applications for established markets in which we have competitive advantages. We intend to work closely with our customers
to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications.
Our software and development team is responsible
for the design enhancements, development, testing and certification of the Application. In addition, we may, in the future, utilize third
parties for our automated testing, managed upgrades, software development and other technology services.
Intellectual Property Portfolio
We strive to protect and enhance the proprietary
technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights.
Our policy is to seek to protect our proprietary position through a combination of intellectual property rights, including trademarks,
copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our ability to protect our intellectual
property and proprietary technologies.
Corporate Information
Our principal executive offices are located at
701 S. Carson Street, Suite 200, Carson City, NV 89701.
Our corporate website address is www.thesocietypass.com.
The website for our loyalty marketplace is www.sopa.asia. We also maintain a number of other websites including:
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https://leflair.com/en/ |
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https://handycart.vn/home, https://pushkart.ph/, and https://mangan.ph/ |
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https://gorilla.global/ |
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https://www.thoughtfulmedia.com/th_en/ |
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https://www.nusatrip.com/en |
The information included on our websites are not
part of this prospectus. We have included our website addresses in this prospectus as an inactive
textual reference only and not as an active hyperlink.
The Offering
Issuer: |
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Society Pass Incorporated |
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Common stock offered by us pursuant to this prospectus supplement: |
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Shares of our common stock having an aggregate offering price of up
to $1,088,265. Subsequent to August 21, 2023, and through the date of this prospectus supplement, we have issued $879,385 shares of common
stock pursuant to the sales agreement. As of the date of this prospectus supplement, $251,138 of shares of common stock remains available
for sale under the sales agreement. |
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Manner of offering: |
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“At the market offering” that may be made from time to time through our Sales Agent, ACM. See “Plan of Distribution” on page S-8. |
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Use of proceeds: |
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We intend to use the net proceeds, if any, from this offering for acquisitions, for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. |
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Risk factors: |
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Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement and other information included or incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should carefully consider before investing in our securities. |
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NASDAQ Capital Market trading symbol: |
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SOPA |
RISK FACTORS
An investment in our securities involves a
high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific factors
discussed below and discussed under the section entitled “Risk Factors” contained in our Annual Report on Form 10-K and
10-K/A for the fiscal year ended December 31, 2023, as updated by our subsequent filings under the Exchange Act, each of which is
incorporated by reference in this prospectus supplement and accompanying prospectus in their entirety, together with all of the other
information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, the documents incorporated
by reference herein and therein, and any related free writing prospectus. The risks and uncertainties we have described are not
the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also
affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in
the offered securities.
Risks Associated with this Offering
We have broad discretion in the use of the net proceeds of this
offering and may not use them effectively.
We intend to use the net proceeds from this offering
for acquisitions, for working capital and general corporate purposes. However, our management will have broad discretion in the application
of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the
value of our common stock. The failure by management to apply these funds effectively could result in financial losses that could have
a material adverse effect on our business, causing the price of our common stock to decline.
You may experience immediate and substantial dilution.
The offering price per share in this offering
may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that an aggregate of
136,488 shares of our common stock are sold at a price of $1.84 per share, approximating the last reported sale price of our common stock
on the Nasdaq Capital Market on May 22, 2024, for aggregate gross proceeds of $251,138, and after deducting commissions and estimated
offering expenses payable by us, if you purchase common stock in this offering, you will experience immediate dilution of $0.10 per
share, representing the difference between our as adjusted net tangible book value per share as of March 31, 2024 after giving effect
to this offering and the assumed offering price. The exercise of outstanding stock options and warrants, or the conversion of outstanding
preferred stock into common stock, will result in further dilution of your investment. See the section entitled “Dilution”
below for a more detailed illustration of the dilution you would incur if you participate in this offering.
You may experience future dilution as a result of future equity
offerings.
In order to raise additional capital, we may in
the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices
that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price
per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities
in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common
stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share
paid by investors in this offering.
The common stock offered hereby will be sold
in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering
at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have
discretion, subject to market demand, to vary the timing, prices and numbers of shares sold, and there is no minimum or maximum sales
price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices
they paid.
The actual number of shares we will issue under
the sales agreement, at any one time or in total, is uncertain.
Subject to certain limitations in the sales agreement
and compliance with applicable law, we have the discretion to deliver a sales notice to ACM at any time throughout the term of the
sales agreement. The number of shares that are sold by ACM after we deliver a sales notice will fluctuate based on the market price
of the common stock during the sales period and limits we set with ACM. Because the price per share of each share sold will fluctuate
based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares
that will be ultimately issued.
USE OF PROCEEDS
We may issue and sell shares of our common stock
having aggregate sales proceeds of up to $251,138 from time to time. Because there is no minimum offering amount required as a condition
to close this offering, the actual total public offering amount, commissions, expenses, and proceeds to us, if any, are not determinable
at this time but will be reported in our periodic reports.
We intend to use the net proceeds, if any, from
this offering for acquisitions, for working capital and general corporate purposes. The timing and amount of our actual expenditures will
be based on many factors, including cash flows from operations and the anticipated growth of our business. As of the date of this
prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. As a
result, our management will have broad discretion regarding the timing and application of the net proceeds from this offering.
Any portion of the $251,138 included in this prospectus
supplement not previously sold or included in an active placement notice pursuant to the sales agreement, may be later made available
for sale in other offerings pursuant to the accompanying base prospectus, and if no shares have been sold under the sales agreement, the
full $251,138 of shares of common stock may be later made available for sale in other offerings pursuant to the accompanying base prospectus.
DILUTION
Our net tangible book value as of March 31, 2024
was approximately $3,890,060, or $1.55 per share. Net tangible book value per share is determined by dividing our total tangible assets,
less total liabilities, by the number of shares of our common stock outstanding as of March 31, 2024. Dilution with respect to net tangible
book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering
and the net tangible book value per share of our common stock immediately after this offering.
After giving effect to the sale of our common
stock in the aggregate of $251,138 in this offering at an assumed offering price of $1.84 per share, approximately the last reported sale
price of our common stock on the Exchange on May 22, 2024, and after deducting estimated offering commissions and offering expenses payable
by us, our as adjusted net tangible book value as of March 31, 2024 would have been approximately $(3,671,422), or $(1.38) per share.
This represents an immediate increase in net tangible book value of $0.17 per share to existing stockholders and immediate decrease of
$0.10 per share to investors purchasing our common stock in this offering at the public offering price. The following table illustrates
this accretion on a per share basis:
Assumed public offering price per share | |
$ | 1.84 | |
Net tangible book value per share of as March 31, 2024 | |
$ | (1.55 | ) |
Increase in net tangible book value per share attributable to this offering | |
$ | 0.17 | |
As adjusted net tangible book value per share as of March 31, 2024, after giving effect to this offering | |
$ | (1.38 | ) |
Decrease per share to investors purchasing our common stock in this offering | |
$ | 0.10 | |
The above discussion and table are based on shares
of our common stock outstanding as of March 31, 2024, and exclude:
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None of our common stock issuable upon the exercise of stock options outstanding as of March 31, 2024; and |
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252,929 (pre-reverse split was 3,793,928) shares of our common stock issuable upon exercise of warrants outstanding as of March 31, 2024, at a weighted average exercise price of $3.57 per share. |
The table above assumes for illustrative purposes
that the sale of our common stock in the aggregate of $251,138 in this offering during the term of the sales agreement with ACM at a price
of $1.84 per share, approximating the last reported sale price of our common stock on May 21, 2023, for aggregate gross proceeds of $251,138.
The shares subject to the sales agreement with ACM are being sold from time to time at various prices. An increase of $1.00 per share
in the price at which the shares are sold from the assumed offering price of $1.84 per share shown in the table above, assuming that all
of our shares of common stock in the aggregate amount of $251,138 during the term of the sales agreement with ACM are sold at that price,
would increase our adjusted net tangible book value per share after the offering to $(1.41) per share and would create a decrease in the
net tangible book value per share to new investors in this offering of $0.06 per share, after deducting commissions and estimated aggregate
offering expenses payable by us. This information is supplied for illustrative purposes only.
To the extent that outstanding options or warrants
outstanding as of March 31, 2024 have been or may be exercised or other shares issued, investors purchasing our common stock in this offering
may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations
even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised
through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
DIVIDEND POLICY
We have never declared or paid cash dividends
on our common stock. We currently intend to retain our future earnings, if any, for use in our business and therefore do not anticipate
paying cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors
after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and
plans for expansion.
PLAN OF DISTRIBUTION
We have entered into an At-The-Market Issuance
Sales Agreement with Ascendiant Capital Markets, LLC, as Sales Agent, under which we may issue and sell over a period of time, and from
time to time, shares of our common stock having an aggregate offering price of up to $1,088,265 through the Sales Agent acting as sales
agent or directly to the Sales Agent acting as principal. This prospectus supplement relates to our ability to issue and sell over a period
of time, and from time to time, shares of our common stock to or through the Sales Agent pursuant to the Sales Agreement. Sales of the
shares to which this prospectus supplement and the accompanying prospectus relate, if any, may be made in transactions that are deemed
to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on or through
the Nasdaq Capital Market (“Nasdaq”), the trading market for our common stock, or any other trading market in the Unites States
for our common stock, sales made to or through a market maker other than on an exchange, directly to the Sales Agent as principal for
its account in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market
prices, in privately negotiated transactions, in block trades, or through a combination of any such methods of sale. To the extent required
by Regulation M, the Sales Agent acting as our sales agent will not engage in any transactions that stabilize our common stock while the
offering is ongoing under this prospectus supplement.
Upon written instructions from us, the Sales Agent
will offer the shares of our common stock, subject to the terms and conditions of the Sales Agreement, on a daily basis or as otherwise
agreed upon by us and the Sales Agent. We will designate the maximum amount of shares of our common stock to be sold through the Sales
Agent on a daily basis or otherwise determine such maximum amount together with the Sales Agent, subject to certain limitations set forth
by the SEC. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts to sell
on our behalf all of the shares of our common stock so designated or determined. We may instruct the Sales Agent not to sell shares of
our common stock if the sales cannot be effected at or above the price designated by us in any such instruction. The Sales Agent may also
sell our common stock in negotiated transactions with our prior approval. We or the Sales Agent may suspend the offering of shares of
our common stock being made under the Sales Agreement upon proper notice to the other party.
For their services as sales agent in connection
with the sale of shares of our common stock that may be offered hereby, we will pay the Sales Agent an aggregate fee of 3.0% of the gross
sales price per share for any shares sold through it acting as our sales agent. The remaining sales proceeds, after deducting any expenses
payable by us and any transaction fees imposed by any governmental, regulatory or self-regulatory organization in connection with the
sales, will equal our net proceeds for the sale of such shares. We have agreed to reimburse the Sales Agent for certain of its expenses
in an amount not to exceed $30,000, and, thereafter, reasonable fees and expenses of the Sales Agent’s incurred in connection with
quarterly and annual bring-downs required hereunder up to a maximum amount of $2,500 for each such bring-down.
The Sales Agent will provide written confirmation
to us no later than the opening of the trading day immediately following the day in which shares of common stock are sold by it on our
behalf under the Sales Agreement. Each confirmation will include the number of shares sold on that day, the compensation payable by us
to the Sales Agent and the proceeds to us net of such compensation.
Settlement for sales of our common stock will
occur, unless the parties agree otherwise, on the second business day following the date on which any sales were made in return for payment
of the proceeds to us net of compensation paid by us to the Sales Agent. There is no arrangement for funds to be received in an escrow,
trust or similar arrangement.
Unless otherwise required, we will report at least
quarterly the number of shares of common stock sold through the Sales Agent under the Sales Agreement, the net proceeds to us and the
compensation paid by us to the Sales Agent in connection with the sales of common stock.
In connection with the sale of common stock on
our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation
paid to it will be deemed to be underwriting commissions or discounts. We have agreed, under the Sales Agreement, to provide indemnification
and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act.
In the ordinary course of its business, the Sales
Agent and/or its affiliates may perform investment banking, broker-dealer, financial advisory or other services for us for which it may
receive separate fees.
We estimate that the total expenses from this
offering payable by us, excluding compensation payable to the Sales Agent under the Sales Agreement, will be approximately $55,000. Additionally,
pursuant to the terms of the Sales Agreement, we agreed to reimburse the Sales Agent for the reasonable fees and expenses of its legal
counsel incurred in connection with quarterly and annual bring-downs required under the Sales Agreement in an amount not to exceed $2,500
in the aggregate for each such bring-down.
The offering of common stock pursuant to the Sales
Agreement will terminate upon the earlier of (1) the sale of shares of our common stock with an aggregate offering price of $10 million
subject to the Sales Agreement, and (2) the termination of the Sales Agreement, pursuant to its terms, by either the Sales Agent or us.
The Company and the Sales Agent may in the future
agree to add one or more additional sales agents to the offering, in which case the Company will file a further prospectus supplement
providing the name of such additional sales agents and any other required information.
LEGAL MATTERS
The validity of the shares of our common stock
offered hereby has been passed upon for us by Sherman & Howard L.L.C., Las Vegas, NV. Clyde Snow & Sessions, P.C., is counsel
to ACM in connection with this offering.
EXPERTS
Onestop Assurance PAC (“Onestop”)
served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending December 31, 2024
and 2023, as set forth in its report incorporated by reference and are included in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement and the accompanying
prospectus are part of the registration statement on Form S-3 we filed with the SEC under the Securities Act, and do not contain
all the information set forth in the registration statement. Whenever a reference is made in this prospectus supplement or the accompanying
prospectus to any of our contracts, agreements or other documents, the reference may not be complete, and you should refer to the exhibits
that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus
supplement and the accompanying prospectus for a copy of such contract, agreement or other document. You may inspect a copy of the registration
statement, including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a
copy from the SEC upon payment of the fees prescribed by the SEC.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read, without charge, and copy the documents we file at the SEC’s public
reference rooms in Washington, D.C. at 100 F Street, NE, Room 1580, Washington, DC 20549. You can request copies of these documents
by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at no cost from the SEC’s website at http://www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to
those other documents. The information incorporated by reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. This prospectus omits certain information contained in the
registration statement, as permitted by the SEC. You should refer to the registration statement and any prospectus supplement filed hereafter,
including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this
prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not
necessarily complete and each statement is qualified in all respects by that reference. The documents we are incorporating by reference
are:
| ● | Our
Annual Report on Form 10-K as of and for the years ended December 31, 2023, filed with the SEC on April 15, 2024; |
| ● | Our
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 15, 2024; |
| ● | Our
Current Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such
form that are related to such items) filed with the SEC on May 1, 2024, and May 16, 2024; and |
| ● | The
description of our common stock contained in our registration statement on Form 8-A12B filed with the SEC on November
8, 2021, including any amendments or reports filed with the SEC for the purposes of updating such description. |
In addition, all documents that the Company files
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents, except as to any document or portion of any document that is deemed furnished and not filed.
Pursuant to Rule 412 under the Securities Act,
any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be
deemed to be modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration
Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed,
except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Upon written or oral
request made to us at the address or telephone number below, we will, at no cost to the requester, provide to each person, including any
beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference
into this prospectus (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing),
but not delivered with this prospectus:
SOCIETY PASS INCORPORATED
701 S. Carson Street,
Suite 200
Carson City, Nevada 89701
Telephone: (+65) 6518-9385
Exhibits to the filings will not be sent, however,
unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.
Prospectus
![](https://www.sec.gov/Archives/edgar/data/1817511/000121390024046769/image_001.jpg)
Society Pass Incorporated
$50,000,000
Common Stock
Preferred Stock
Warrants
Rights
Units
We may offer and sell, from time to time in one
or more offerings, any combination of common stock, preferred stock, warrants or rights to purchase common stock or preferred stock, or
any combination of the foregoing, either individually or as units comprised of one or more of the other securities, having an aggregate
initial offering price not exceeding $50,000,000.
This prospectus provides a general description
of the securities we may offer. Each time we sell a particular class or series of securities, we will provide specific terms of the securities
offered in a supplement to this prospectus. The prospectus supplement and any related free writing prospectus may also add, update or
change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in
connection with these offerings. You should carefully read this prospectus, the applicable prospectus supplement and any related free
writing prospectus, as well as any documents incorporated by reference herein or therein before you invest in any of our securities.
The specific terms of any securities to be offered,
and the specific manner in which they may be offered, will be described in one or more supplements to this prospectus. This prospectus
may not be used to consummate sales of any of these securities unless it is accompanied by a prospectus supplement. Before investing,
you should carefully read this prospectus and any related prospectus supplement.
Our common stock is listed on The Nasdaq
Capital Market under the symbol “SOPA”. On April 14, 2023, the last reported sale price of our common stock was $0.9711
per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on The Nasdaq
Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. Prospective
purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.
The aggregate market value of our outstanding
common stock held by non-affiliates is approximately $18.6 million based on 27,082,849 shares of outstanding common stock, of which 11,781,021
shares are held by affiliates, and a per share price of $1.22, which was the closing sale price of our common stock as quoted on the Nasdaq
Capital Market on March 22, 2023. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on
the registration statement of which this prospectus is a part with a value of more than one-third of the aggregate market value of our
common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates
is less than $75,000,000. During the 12 calendar month period that ends on, and includes, the date of this prospectus, we have not offered
and sold any of our securities pursuant to General Instruction I.B.6 of Form S-3.
These securities may be sold directly by us, through
dealers or agents designated from time to time, to or through underwriters, dealers, or through a combination of these methods on a continuous
or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for
any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale
of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements
with them in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from any such
sale will also be included in a prospectus supplement.
Investing in our securities involves various
risks. See “Risk Factors” contained herein for more information on these risks. Additional risks will be described in the
related prospectus supplements under the heading “Risk Factors.” You should review that section of the related prospectus
supplements for a discussion of matters that investors in our securities should consider.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus
or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 20, 2023.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the U.S. Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf
registration statement, we may sell from time to time in one or more offerings of common stock and preferred stock, various series of
warrants to purchase any of such securities, either individually or as units comprised of a combination of one or more of the other securities
in one or more offerings up to a total dollar amount of $50,000,000. This prospectus provides you with a general description of the securities
we may offer. Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will
contain more specific information about the terms of that offering.
This prospectus does not contain all of the information
included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration
statement, including its exhibits. We may add, update or change in a prospectus supplement or free writing prospectus any of the information
contained in this prospectus or in the documents we have incorporated by reference into this prospectus. We may also authorize one or
more free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus,
together with the applicable prospectus supplement, any related free writing prospectus and the documents incorporated by reference into
this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. You
should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together
with the additional information described under “Where You Can Find More Information,” before buying any of the securities
being offered.
We have not authorized any dealer, agent or other
person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus,
any accompanying prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not
rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus
supplement, or any related free writing prospectus that we may authorize to be provided to you. This prospectus, the accompanying prospectus
supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy
any securities other than the registered securities to which they relate, nor do this prospectus, the accompanying prospectus supplement
or any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information
contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent
to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have
changed since that date), even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is
delivered or securities are sold on a later date.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus
were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should
not be relied on as accurately representing the current state of our affairs.
This prospectus may not be used to consummate
sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any prospectus
supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will control.
As permitted by the rules and regulations of the
SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained in this prospectus.
You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices
described below under the heading “Where You Can Find Additional Information.”
Company References
In this prospectus “the Company,”
“the Group,” “we,” “us,” and “our” refer to Society Pass Incorporated, a Nevada corporation
and its direct and indirect subsidiaries, unless the context otherwise requires.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents and information
incorporated by reference in this prospectus include forward-looking statements. Forward-looking statements give current expectations
or forecasts of future events or our future financial or operating performance. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may
be deemed to be forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other
comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in
the forward-looking statements.
These forward-looking statements reflect our management’s
beliefs and views with respect to future events, are based on estimates and assumptions as of the date of this prospectus and are subject
to risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those
in these forward-looking statements. We discuss many of these risks in greater detail in this prospectus under “Risk Factors”
and in our Annual Report on Form 10-K filed with the SEC on March 23, 2023, as well as those described in the other documents we file
with the SEC. These factors may cause our actual results to differ materially from any forward-looking statements. We disclaim any obligation
to publicly update these statements, or disclose any difference between actual results and those reflected in these statements, except
as may be required under applicable law.
Moreover, new risks emerge from time to time.
It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
We do not undertake and specifically decline any
obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or
otherwise, except as may be required by applicable laws or regulations.
SUMMARY
Overview
We are, through the operation and acquisition
of fintech and e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building
the next generation digital ecosystem and loyalty platform in the Southeast Asian (“SEA”) countries of Singapore, Vietnam,
Indonesia, Philippines and Thailand.
The Company currently markets to both consumers
and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in Philippines. We
continue to expand our fintech and e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce
companies and applications and through strategic partnerships with technology providers in SEA. Material acquisitions to date include:
| ● | In
February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). |
| ● | In
February 2022, we acquired New Retail Experience Incorporated (“NREI”) and Dream Space Company Limited (“Dream Space”)
to operate food delivery companies, Pushkart in the Philippines and Handycart in Vietnam, respectively. |
| ● | In
May 2022, we acquired Gorilla Networks Pte Ltd and Gorilla Mobile Singapore Pte Ltd to operate a mobile telecommunications company in
Singapore. |
| ● | In
July 2022, through our wholly owned subsidiary, Thoughtful Media Group Incorporated (“TMG”), a Nevada corporation, we acquired
a digital marketing company with significant operations in Thailand and the United States. |
| ● | In
July 2022, through our wholly owned subsidiary, NREI, we acquired the assets of Mangan PH Food Delivery Services Corp.,
a corporation registered in Philippines, (the “Mangan Assets”). |
| ● | In
August 2022, we acquired majority control of Singapore-incorporated Nusatrip International Pte Ltd and 100% of the outstanding shares
of Indonesia-incorporated PT Tunas Sukses Mandiri, together the “Nusatrip Group”, that give us ownership and operational
control of the online and offline NusaTrip travel services marketing platform. |
| ● | In
December 2022, through our wholly owned subsidiary, Thoughtful Media Group Incorporated (“TMG”), a Nevada corporation, we
acquired PT Wahana Cerita Indonesia (a/k/a More Media), an Indonesia-based creative design and branding company. |
We operate certain verticals in SEA: loyalty,
lifestyle, telecommunications, digital marketing, and travel as we try to create the next generation digital ecosystem and loyalty platform.
We scaled back our operations in the food and beverage delivery market in 2024.
Loyalty
The Group spent over two years building a cutting
edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants (the “Platform”).
Using our Society Pass loyalty platform, which we plan to introduce in 2023, consumers may earn, and merchants may issue, loyalty points
or “Society Points” across our subsidiaries. The Company aggregates data generated across various touch points, builds a realistic
view of consumer behavior and uses this data to increase sales across our ecosystem by: cross-pollinating acquired companies with other
existing verticals, customer re-targeting, offline and online behavior prediction and cross promotions and loyalty points. The Company
ecosystem becomes a key enabler for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies
to generate revenue:
| ● | More
revenue generation for merchants leads to creation of customer loyalty; |
| ● | More
customer loyalty creation leads to more consumers for merchants; |
| ● | More
consumers for merchants leads to greater revenues for merchants, which results in |
| ● | Virtuous
cycle of revenue generation and loyalty creation. |
Lifestyle
The Group operates an online lifestyle business
in Vietnam to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”. Consumers
search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home&
Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to order from hundreds of vendor
choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based delivery
company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers
can place orders for delivery or collect at the Company’s logistics center.
Telecommunications
The Company also has
online telecommunication reseller platform operating under brand name of “Gorilla” to enable the consumers to subscribe local
mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes Web3 technology
to operate a MVNO for its users in Southeast Asia. With network coverage to over 160 countries, Gorilla offers a full suite of mobile
communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers
to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack
feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services.
During the financial period ended March 31, 2024, local mobile data service was ceased operation due to business restructuring to refocus
in overseas internet data.
Digital Marketing
The acquisition of a digital media platform, TMG,
amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today
creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge
of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer
network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.
As a result, Thoughtful Media’s content
creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel
network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over
85 million subscribers with an average monthly viewership of over 600 million views.
Travel
The Company purchased the Nusatrip Group, a leading
Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The NusaTrip acquisition extended SoPa’s
business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as
the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range
of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million
registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.
During the year 2023, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT”
selling air ticket, hotel reservation and providing hotel management software to local market.
Our loyalty-focused and
data-driven e-commerce marketing platform interfaces connect consumers with merchants in the lifestyle sectors, assisting local brick-and-mortar
businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our Platform integrates with both
global and country-specific search engines and applications and accepts international address and phone number data, providing a consumer
experience that respects local languages, address formats and customs. Our Strategic Partners (as defined below) work with us to penetrate
local markets, while our Platform allows effortless integration with existing technological applications and websites.
Global Events
The Russian-Ukraine war, Iran-Pakistan
tension and the supply chain disruption have not affected any specific segment of our business.
Software and Development
Our ability to compete depends in large part on
our continuous commitment to research and development, our ability to rapidly introduce new features and functionality and our ability
to improve proven applications for established markets in which we have competitive advantages. We intend to work closely with our customers
to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications.
Our software and development team is responsible
for the design enhancements, development, testing and certification of the Application. In addition, we may, in the future, utilize third
parties for our automated testing, managed upgrades, software development and other technology services.
Intellectual Property Portfolio
We strive to protect and enhance the proprietary
technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights.
Our policy is to seek to protect our proprietary position through a combination of intellectual property rights, including trademarks,
copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our ability to protect our intellectual
property and proprietary technologies.
Corporate Information
Our principal executive offices are located at
701 S. Carson Street, Suite 200, Carson City, NV 89701.
Our corporate website address is www.thesocietypass.com.
The website for our loyalty marketplace is www.sopa.asia. We also maintain a number of other websites including:
| a) | https://leflair.com/en/ |
| b) | https://handycart.vn/home,
https://pushkart.ph/, and https://mangan.ph/ |
| c) | https://gorilla.global/ |
| d) | https://www.thoughtfulmedia.com/th_en/ |
| e) | https://www.nusatrip.com/en |
The information included on our websites are not
part of this prospectus. We have included our website addresses in this prospectus as an inactive
textual reference only and not as an active hyperlink.
The Securities We May Offer
We may offer common stock, preferred stock, warrants,
rights and units in one or more offerings and in any combination. These securities may be convertible
into, or exercisable or exchangeable for, common or preferred stock or other securities of ours. We will provide the specific terms of
these securities in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner in which
these securities will be offered and may also add to, supplement, update, clarify or amend information contained in this prospectus.
Common and Preferred Stock
The Company is authorized to issue two classes
of stock. The total number of shares of stock which the Company is authorized to issue is 100,000,000 shares of capital stock, consisting
of 95,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share,
of which 83,500 shares are designated into six separate series.
Common Stock
We may offer shares of our common stock either
alone or underlying other registered securities convertible into or exercisable for our common stock. Holders of our common stock are
entitled to such dividends as our board of directors (the “Board of Directors” or “Board”) may declare from time
to time out of legally available funds, subject to the preferential rights of the holders of any shares of our preferred stock that are
outstanding or that we may issue in the future. Currently, we do not pay any dividends on our common stock. Each holder of our common
stock is entitled to one vote per share. In this prospectus, we provide a general description of, among other things, the rights and restrictions
that apply to holders of our common stock.
Preferred Stock
The rights, preferences, privileges, and restrictions
granted to or imposed upon any series of preferred stock that we offer and sell under this prospectus and applicable prospectus supplements
will be set forth in a certificate of designation relating to the series. We will incorporate by reference into the registration statement
of which this prospectus is a part the form of any certificate of designation that describes the terms of the series of preferred stock
we are offering before the issuance of shares of that series of preferred stock. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you related to the series of preferred stock being offered, as well as the
complete certificate of designation that contains the terms of the applicable series of preferred stock.
Warrants
We may offer warrants for the purchase of shares
of our common stock or preferred stock. We may issue the warrants by themselves or together with common stock or preferred stock and the
warrants may be attached to or separate from any offered securities. Any warrants issued under this prospectus may be evidenced by warrant
certificates. Warrants may be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent.
Our Board of Directors will determine the terms of the warrants. This prospectus contains only general terms and provisions of the warrants.
The applicable prospectus supplement will describe the particular terms of the warrants being offered thereby. You should read any prospectus
supplement and any free writing prospectus that we may authorize to be provided to you related to the series of warrants being offered,
as well as the complete warrant agreements that contain the terms of the warrants. Specific warrant agreements will contain additional
important terms and provisions and will be incorporated by reference into the registration statement of which this prospectus is apart
from reports we file with the SEC.
Rights
We may issue rights to our stockholders to purchase
shares of our common stock, preferred stock or the other securities described in this prospectus. We may offer rights separately or together
with one or more additional rights, preferred stock, common stock or warrants, or any combination of those securities in the form of units,
as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered
into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates
relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with
any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions
of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may
relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable
prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus
supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that
prospectus supplement. Specific rights agreements will contain additional important terms and provisions and will be incorporated by reference
into the registration statement of which this prospectus is a part from reports we file with the SEC.
Units
We may offer units consisting of our common stock
or preferred stock, and/or warrants to purchase any of these securities in one or more series. We may evidence each series of units by
unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent
will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus
supplement relating to a particular series of units. This prospectus contains only a summary of certain general features of the units.
The applicable prospectus supplement will describe the particular features of the units being offered thereby. You should read any prospectus
supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered,
as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important
terms and provisions and will be incorporated by reference into the registration statement of which this prospectus is a part from reports
we file with the SEC.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors described in our
most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on
Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs, prospects, assets, financial
condition, results of operations and cash flows could be materially and adversely affected by these risks. For more information about
our SEC filings, please see “Where You Can Find More Information”.
USE OF PROCEEDS
Except as described in any prospectus supplement
and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds from the sale of the
securities offered under this prospectus for general corporate purposes, including the development and commercialization of our products,
research and development, general and administrative expenses, license or technology acquisitions, and working capital and capital expenditures.
We may also use the net proceeds to invest in or acquire complementary businesses, products, or technologies, although we have no current
commitments or agreements with respect to any such investments or acquisitions as of the date of this prospectus. We have not determined
the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion
in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the application of the
proceeds of any sale of the securities. Pending use of the net proceeds, we intend to invest the proceeds in short-term, investment-grade,
interest-bearing instruments.
Each time we offer securities under this prospectus,
we will describe the intended use of the net proceeds from that offering in the applicable prospectus supplement. The actual amount of
net proceeds we spend on a particular use will depend on many factors, including, our future capital expenditures, the amount of cash
required by our operations, and our future revenue growth, if any. Therefore, we will retain broad discretion in the use of the net proceeds.
DESCRIPTION OF CAPITAL STOCK
The following description of our securities is
only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our
certificate of incorporation and our bylaws.
General
The Company is authorized to issue two classes
of stock. The total number of shares of stock which the Company is authorized to issue is 100,000,000 shares of capital stock, consisting
of 95,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share,
of which 83,500 shares are designated into six separate series.
As of April 14, 2023, 27,082,849 shares of our
common stock were outstanding and there were approximately 100 holders of record of our common stock. Because many of our shares
of common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number
of beneficial owners of our stock.
Common Stock
The holders of our common stock are entitled to
the following rights:
Voting Rights. Each share of our
common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of our
common stock are not entitled to cumulative voting rights with respect to the election of directors.
Dividend Rights. Subject to limitations
under Nevada law and preferences that may apply to any shares of preferred stock that we may decide to issue in the future, holders of
our common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of
funds legally available therefor.
Liquidation Rights. In the event
of the liquidation, dissolution or winding up of our business, the holders of our common stock are entitled to share ratably in the assets
available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of
our preferred stock.
Other Matters. The holders of our
common stock have no subscription, redemption or conversion privileges. Our common stock does not entitle its holders to preemptive rights.
All of the outstanding shares of our common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders
of our common stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.
Preferred Stock Generally
As of April 17, 2023, 3,500 shares of our preferred
stock have been designated Series X Super Voting Preferred Stock, all of which are outstanding.
Super Voting Preferred Stock
We have issued 3,300 shares of our Super Voting
Preferred Stock to Dennis Nguyen, our founder and Chief Executive Officer and 200 shares of Super Voting Preferred Stock to Raynauld Liang,
our Chief Financial Officer. The following is a summary of the material terms of our Super Voting Preferred Stock.
Voting Rights. Each
share of our Super Voting Preferred Stock entitles its holder to 10,000 votes per share and votes with our common stock as a single class
on all matters to be voted or consented upon by the stockholders.
No Dividend Rights. The holders
of our Super Voting Preferred Stock are not entitled to any dividend rights.
No Liquidation Rights. The
holders of the Super Voting Preferred Stock are not entitled to any liquidation preference.
No Conversion Rights. The
shares of our Super Voting Preferred Stock are not convertible into shares of our Common Stock.
No Redemption Rights. The
Super Voting Preferred Stock is not subject to redemption right.
Additional Preferred Stock
Our Board has the authority to issue additional
preferred stock in one or more classes or series and to fix the designations, powers, preferences, and rights, and the qualifications,
limitations or restrictions thereof including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by
the stockholders.
While we do not currently have any plans for the
issuance of any additional preferred stock, the issuance of additional preferred stock could adversely affect the rights of the holders
of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of
any shares of preferred stock on the rights of holders of the common stock until the Board of Directors determines the specific rights
of the holders of the preferred stock; however, these effects may include:
| ● | Restricting
dividends on the common stock; |
| ● | Diluting
the voting power of the common stock; |
| ● | Impairing
the liquidation rights of the common stock; or |
| ● | Delaying
or preventing a change in control of the Company without further action by the stockholders. |
Issued Warrants
As of April 17, 2023, we have outstanding warrants
that were issued to certain former holders of our Series C-1 Preferred Stock that were originally exercisable for additional shares of
our Series C-1 Preferred Stock (the Series C-1 Warrants”). All of our Series C-1 Preferred Stock was automatically converted into
shares of our common stock at a conversion rate of 300 shares of common stock for every share of Series C-1 Preferred Stock held. As of
April 17, 2023 we have outstanding 3,860 Series C-1 Warrants that are now exercisable for 1,158,000 shares of our common stock at an exercise
price of $1.40 per share. We also have outstanding 144,445 warrants to purchase our common stock that were issued to the underwriter in
connection with the consummation of our initial public offering on November 12, 2021. Such warrants have a 5-year term and are exercisable
beginning on May 9, 2022, at an exercise price of $9.90 per share.
Options
On November 16, 2021, the Board of Directors awarded
Dennis Nguyen a 10-year option to purchase 1,945,270 shares of our common stock at an exercise price of $6.49 as payment for accrued and
unpaid bonuses.
Restricted Shares
Each member of the Board will receive 3,000 shares
of common stock for work prior to the IPO. The Board was also granted shares of common stock having a value of $50,000 based on the ending
share price on December 31, 2021, that would vest by January 15, 2022.
Pursuant to his employment agreement, Raynauld
Liang, our and Chief Financial Officer and Singapore Country General Manager was issued 814,950 shares of our common stock, of which 651,960
shares are subject to a 2-year vesting period.
Equity Incentive Plan.
On September 23, 2021, we adopted the Society
Pass Incorporated 2021 Equity Incentive Plan (the “Plan”), which was approved by both our Board of Directors (the “Board”)
and our stockholders. Under the Plan, the Company may grant incentive stock options, nonqualified stock options, stock appreciation rights,
restricted stock, restricted stock units, and performance awards. Awards of up to 3,133,760 shares of common stock to Company employees,
officers, directors, consultants, and advisors are available under the Plan. The type of grant, vesting provisions, exercise price, and
expiration dates are to be established by the Board at the date of grant. No grants have been made under the Plan.
Anti-Takeover Effects of Nevada Law
Business Combinations
The “business combination” provisions
of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes (“NRS”) generally prohibit a Nevada
corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder
for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction
is approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved
by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing
at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period,
unless:
| ● | the
combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction by which
the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder
or the combination is later approved by a majority of the voting power held by disinterested stockholders; or |
| ● | if
the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid
by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction
in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement
of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred
stock, the highest liquidation value of the preferred stock, if it is higher. |
A “combination” is generally defined
to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction
or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of
the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market
value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation, and (d) certain
other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.
In general, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting
stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts
to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above
the prevailing market price.
Control Share Acquisitions
The “control share” provisions of
Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least
200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly
in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s
stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested
stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and
a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in
an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of
the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded
full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote
in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance
with statutory procedures established for dissenters’ rights.
A corporation may elect to not be governed by,
or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that
the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that
is, crossing any of the three thresholds described above. We have not opted out of the control share statutes, and will be subject to
these statutes if we are an “issuing corporation” as defined in such statutes.
The effect of the Nevada control share statutes
is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control
shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable,
could have the effect of discouraging takeovers of our company.
Transfer Agent and Registrar
The transfer agent for our common stock is VStock
Transfer, LLC. Its address is 18 Lafayette Place, Woodmere, New York 11598, and its telephone No. is (212) 828-8436.
Listing
Our common stock is listed on The Nasdaq Capital Market under the symbol
“SOPA”.
DESCRIPTION OF WARRANTS
The following description, together with the additional
information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock or preferred stock and
may be issued in one or more series. Warrants may be offered independently or together with common stock or preferred stock offered by
any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply
generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that
we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants
offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally
change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at
the time of its effectiveness.
We may issue the warrants under a warrant agreement
that we will enter into with a warrant agent to be selected by us. If selected, the warrant agent will act solely as an agent of ours
in connection with the warrants and will not act as an agent for the holders or beneficial owners of the warrants. If applicable, we will
file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a Current Report
on Form 8-K that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the
terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following summaries
of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all
the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the
applicable prospectus supplement and any applicable free writing prospectus related to the particular series of warrants that we sell
under this prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus
supplement the terms relating to a series of warrants, including:
|
● |
the offering price and aggregate number of warrants offered; |
|
● |
the currency for which the warrants may be purchased; |
|
● |
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
|
● |
if applicable, the date on and after which the warrants and the related securities will be separately transferable; |
|
● |
in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
|
● |
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
|
● |
the terms of any rights to redeem or call the warrants; |
|
● |
any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
|
● |
the dates on which the right to exercise the warrants will commence and expire; |
|
● |
the manner in which the warrant agreements and warrants may be modified; |
|
● |
United States federal income tax consequences of holding or exercising the warrants; |
|
● |
the terms of the securities issuable upon exercise of the warrants; and |
|
● |
any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
|
● |
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including: |
|
● |
in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any. |
Exercise of Warrants
Each warrant will entitle the holder to purchase
the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at
any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants
by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on
the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant
will be required to deliver to us or the warrant agent as applicable.
Upon receipt of the required payment and the warrant
certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants
represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining number of warrants.
If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise
price for warrants.
Enforceability of Rights by Holders of Warrants
If selected, each warrant agent will act solely
as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder
of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have
no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the
related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities
purchasable upon exercise of, its warrants.
DESCRIPTION OF RIGHTS
General
We may issue rights to our stockholders to purchase
shares of our common stock, preferred stock or the other securities described in this prospectus. We may offer rights separately or together
with one or more additional rights, preferred stock, common stock or warrants, or any combination of those securities in the form of units,
as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered
into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates
relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with
any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions
of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may
relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable
prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus
supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that
prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before
you decide whether to purchase any of our rights. We will provide in a prospectus supplement the following terms of the rights being issued:
|
● |
the date of determining the stockholders entitled to the rights distribution; |
|
● |
the aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights; |
|
● |
the aggregate number of rights issued; |
|
● |
whether the rights are transferrable and the date, if any, on and after which the rights may be separately transferred; |
|
● |
the date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire; |
|
● |
the method by which holders of rights will be entitled to exercise; |
|
● |
the conditions to the completion of the offering, if any; |
|
● |
the withdrawal, termination and cancellation rights, if any; |
|
● |
whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any; |
|
● |
whether stockholders are entitled to oversubscription rights, if any; |
|
● |
any applicable material U.S. federal income tax considerations; and |
|
● |
any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights, as applicable. |
Each right will entitle the holder of rights to
purchase for cash the principal amount of shares of common stock, preferred stock or other securities at the exercise price provided in
the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights
provided in the applicable prospectus supplement.
Holders may exercise rights as described in the
applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate
trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward
the shares of common stock, preferred stock or other securities, as applicable, purchasable upon exercise of the rights. If less than
all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than
stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements,
as described in the applicable prospectus supplement.
Rights Agent
The rights agent for any rights we offer will
be set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
The following description, together with the additional
information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions
of the units that we may offer under this prospectus.
While the terms we have summarized below will
apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in
more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the
terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or
offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We will file as exhibits to the registration statement
of which this prospectus is a part, or will incorporate by reference from a Current Report on Form 8-K that we file with the SEC,
the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the
issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified
in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular
series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we sell under
this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We may issue units comprised of one or more shares
of common stock, shares of preferred stock and warrants in any combination. Each unit will be issued so that the holder of the unit is
also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of
each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be
held or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus
supplement the terms of the series of units, including:
|
● |
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
|
● |
any provisions of the governing unit agreement that differ from those described below; and |
|
● |
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
The provisions described in this section, as well
as those described under “Description of Capital Stock” and “Description of Warrants” will apply to each unit
and to any common stock, preferred stock, debt security or warrant included in each unit, respectively.
Unit Agent
The name and address of the unit agent, if any,
for any units we offer will be set forth in the applicable prospectus supplement.
Issuance in Series
We may issue units in such amounts and in numerous
distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under
the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single
bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case
of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at
law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder
of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
We, the unit agents and any of their agents may
treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and
as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary. See “Legal
Ownership of Securities.”
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or
in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have
securities registered in their own names on the books that we or any applicable trustee or depositary or warrant agent maintain for this
purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons
who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect
holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in
book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only,
as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities
registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate
in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered
is recognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants.
Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments
on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the
payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have
made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a global security will
not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities
are issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities
that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street
name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution
that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains
at that institution.
For securities held in street name, we or any
applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the
securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those
securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only
because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities
in street name will be indirect holders, not legal holders, of those securities.
Legal Holders
Our obligations run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker
or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in
street name, you should check with your own institution to find out:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle a request for the holders’ consent, if ever required; |
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whether and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted in the future; |
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
A global security is a security that represents
one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities
will have the same terms.
Each security issued in book-entry form will be
represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that
we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable
prospectus supplement, The Depository Trust Company, New York, NY, known as DTC, will be the depositary for all securities issued in book-entry
form.
A global security may not be transferred to or
registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations
arise. We describe those situations below under “—Special Situations When A Global Security Will Be Terminated.”
As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities
represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests
must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary
or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder
of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular
security indicates that the security will be issued as a global security, then the security will be represented by a global security at
all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations For Global Securities
As an indirect holder, an investor’s rights
relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.
If securities are issued only as global securities,
an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; |
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above; |
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an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form; |
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an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We also do not supervise the depositary in any way; |
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries. |
Special Situations When A Global Security Will
Be Terminated
In a few special situations described below, a
global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that
exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their
own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct
holders. We have described the rights of holders and street name investors above.
A global security will terminate when the following
special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; |
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if we notify any applicable trustee that we wish to terminate that global security; or |
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The applicable prospectus supplement may also
list additional situations for terminating a global security that would apply only to the particular series of securities covered by the
prospectus supplement. When a global security terminates, the depositary, and neither we, nor any applicable trustee, is responsible for
deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby
in one or more of the following ways from time to time:
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through agents to the public or to investors; |
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to underwriters for resale to the public or to investors; |
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negotiated transactions; |
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directly to investors; or |
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through a combination of any of these methods of sale. |
As set forth in more detail below, the securities
may be distributed from time to time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
We will set forth in a prospectus supplement the
terms of that particular offering of securities, including:
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the name or names of any agents or underwriters; |
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the purchase price of the securities being offered and the proceeds we will receive from the sale; |
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any over-allotment options under which underwriters may purchase additional securities from us; |
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
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any initial public offering price; |
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any discounts or concessions allowed or re-allowed or paid to dealers; and |
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any securities exchanges or markets on which such securities may be listed. |
Only underwriters named in an applicable prospectus
supplement are underwriters of the securities offered by that prospectus supplement.
If underwriters are used in an offering, we will
execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction
(including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement.
The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by
one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will
be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired
by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be
obligated to purchase all of the offered securities if any are purchased.
We may grant to the underwriters options to purchase
additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts,
as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement
for those securities.
If we use a dealer in the sale of the securities
being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names of the
dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities directly or through
agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any
commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, any agent will act
on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit
offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant
to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to
these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
In connection with the sale of the securities,
underwriters, dealers or agents may receive compensation from us or from purchasers of the common stock for whom they act as agents in
the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they
may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional investors
or others that purchase common stock directly and then resell the securities, may be deemed to be underwriters, and any discounts or commissions
received by them from us and any profit on the resale of the common stock by them may be deemed to be underwriting discounts and commissions
under the Securities Act.
We may provide agents and underwriters with indemnification
against particular civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the
agents or underwriters may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform
services for, us in the ordinary course of business.
We may engage in at the market offerings into
an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative
transactions with third parties (including the writing of options), or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction, the third
parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the
applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use
securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus
and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of
a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement. The third party in such sale
transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.
To facilitate an offering of a series of securities,
persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price of the
securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the
offering of more securities than have been sold to them by us. In those circumstances, such persons would cover such over-allotments or
short positions by purchasing in the open market or by exercising the over-allotment option granted to those persons. In addition, those
persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing
penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be reclaimed if securities
sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain
the market price of the securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced,
may be discontinued at any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions
described above, if implemented, may have on the price of our securities.
Unless otherwise specified in the applicable prospectus
supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which
is listed on The Nasdaq Capital Market. We may elect to list any other class or series of securities on any exchange or market, but
we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but
the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance
as to the liquidity of the trading market for any of the securities.
In order to comply with the securities laws of
some U.S. states or territories, if applicable, the securities offered pursuant to this prospectus will be sold in those states only through
registered or licensed brokers or dealers. In addition, in some state securities may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Overallotment involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the
dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be
higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at any time.
Any underwriters who are qualified market makers
on The Nasdaq Capital Market may engage in passive market making transactions in the securities on The Nasdaq Capital Market
in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement
of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified
as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security. If all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded.
LEGAL MATTERS
The validity of the issuance of the securities
offered hereby will be passed upon for us by Sichenzia Ross Ference LLP, New York, NY. Additional legal matters may be passed upon for
us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated balance sheets of the Company
and its subsidiaries as of December 31, 2022 and the related consolidated statements of operations, cash flows and shareholders’
equity for the year then ended have been audited by OneStop Assurance PAC, an independent registered public accounting firm, as stated
in their report which is incorporated herein by reference. The consolidated balance sheets of the Company and its subsidiaries as of December
31, 2021 and the related consolidated statements of operations, and other comprehensive loss, cash flows and shareholders’ equity
for the year then ended have been audited by RBSM LLP, an independent registered public accounting firm, as stated in their report which
is incorporated herein by reference. The financial statements have been incorporated herein by reference in reliance on the report of
each such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus constitutes a part of a registration
statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement,
which form a part of the registration statement, do not contain all the information that is included in the registration statement.
You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus
supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the
registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.
You may read and copy the registration statement,
as well as our reports, proxy statements, and other information, at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The
SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov. You can also obtain copies of materials
we file with the SEC from our website found at www.thesocietypass.com. Information on our website does not constitute a part of, nor is
it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment decision.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the “SEC”)
allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed
a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities being offered pursuant
to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should
refer to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant
to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference
in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies
of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon
payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” We are incorporating
by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filed by us pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that is not
deemed filed under such provisions:
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Our Annual
Report on Form 10-K as
of and for the years ended December 31, 2022 and 2021, filed with the SEC on March 23, 2023; and |
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Our Quarterly
Reports on Form 10-Q for the quarters ended March
31, 2022, June 30, 2022, and
September 30, 2022, filed with
the SEC on May 17, 2022, August 17, 2022, and November 14, 2022, respectively; |
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Our Current
Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form
that are related to such items) filed with the SEC on February
14, 2022, February 17, 2022,
March 2, 2022, April
29, 2022, July 13, 2022,
August 19, 2022, September
16, 2022, October 13, 2022;
and December 27, 2022. |
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The description
of our common stock contained in our registration statement on Form
8-A12B filed with the SEC on November 8, 2021, including any amendments or reports filed with the SEC for the purposes of
updating such description. |
We also incorporate by reference all documents
(other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are
related to such items) that are subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the termination of the offering of the securities made by this prospectus (including documents filed after the date of the
initial Registration Statement of which this prospectus is a part and prior to the effectiveness of the Registration Statement). These
documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.
Any statement contained in this prospectus or
in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded
to the extent that a statement contained in this prospectus or any subsequently filed document that is deemed to be incorporated by reference
into this prospectus modifies or supersedes the statement.
You may request, and we will provide you with,
a copy of these filings, at no cost, by calling us at 65 6518-9382 or by writing to us at the following address:
Society Pass Incorporated
701 S. Carson Street, Suite 200., Carson City,
NV 89701
Attn.: Secretary
Society Pass Incorporated
$50,000,000
Common Stock
Preferred Stock
Warrants
Rights
Units
PROSPECTUS
April 20, 2023
We have not authorized any dealer, salesperson,
or other person to give you written information other than this prospectus or to make representations as to matters not stated in this
prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation
of your offer to buy these securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or the
affairs of the Company have not changed since the date of this prospectus.
PROSPECTUS SUPPLEMENT
![](https://www.sec.gov/Archives/edgar/data/1817511/000121390024046769/image_001.jpg)
The date of this prospectus supplement is August
21, 2023
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