UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On July 7, 2022 (the “Closing Date”), Society Pass Incorporated (the “Company”), through its wholly-owned subsidiary, Thoughtful Media Group Incorporated, a Nevada corporation (the “Buyer"), acquired from AdActive Media Group, Inc., a Delaware corporation (the “Seller”), (i) all of the outstanding capital stock of AdActive Media CA, Inc., a California corporation (the “CA Sub”), and (ii) 99.75% of all of the outstanding capital stock of Thoughtful Thailand Limited, a Thailand corporation.
The consideration paid to the Seller by the Company and the Buyer, included in a Stock Purchase Agreement, among the Company, Buyer and Seller (the “Stock Purchase Agreement”), was 609,327 shares of the Company’s common stock. The Company also issued the Seller a warrant, expiring on July 7, 2023, to purchase 203,109 shares of the Company’s common stock at an exercise price of $2.1335. The Company also assumed two loans, with a principal balance of $300,000 not including interest, payable by the Seller and the CA Sub (“Assumed Liabilities”). The Seller, however, agreed to indemnify the Company if the Parent or Buyer make payments for any liabilities of the Buyer and the CA sub greater than $700,000, including the Assumed Loans.
In addition to the Stock Purchase Agreement, on the Closing Date, the Company entered into Consulting Agreements with corporations controlled by two of the Seller’s officers pursuant to which the two officers will continue as the Buyer’s executive officers through December 31, 2022.
Pursuant to the Consulting Agreements, the corporations controlled by the officers shall receive $250,000 each upon execution of the Consulting Agreements with $162,500 of the Company’s common stock (equal to 76,166 shares of the Company’s common stock) and $87,500 in cash. Each corporation shall also receive $14,500 on the last day of each month from July 2022 to December 2022 for a total of $87,000 in monthly compensation. Further, each corporation may receive up to $175,000 in the Company’s common stock, valued at $2.1335 per share, if the Buyer achieves certain revenue targets.
The Stock Purchase Agreement and Consulting Agreements include representations, warranties and covenants of the Buyer and the Seller as well as other customary closing conditions. The foregoing summary description of the Stock Purchase Agreement and Consulting Agreements do not purport to be complete and are qualified in their entirety by the full text of the agreements filed as exhibits to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets
To the extent applicable, the information set forth in Item 1.01 is incorporated by reference into this Item 2.01.
Item 3.02. Unregistered Sales of Equity Securities.
To the extent applicable, the information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
Item 8.01 Other Events
On July 11, 2022, SOPA issued a press release announcing the matters described in Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Society Pass Incorporated | |||
| By: | /s/ Dennis Nguyen | ||
| Name: | Dennis Nguyen | ||
| Title: | Chief Executive Officer | ||
| Date: July 13, 2022 | |||
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