SOCIETY PASS INCORPORATED. 8-K

What Happened
Society Pass Incorporated (SOPA) announced it commenced and closed a best‑efforts public offering of 1,500,000 shares of common stock at $2.00 per share. The offering was priced on December 29, 2025, and closed on December 31, 2025. Gross proceeds were $3.0 million and net proceeds to the company were approximately $2.5 million after placement agent fees and expenses. Rodman & Renshaw LLC served as placement agent under an engagement dated September 18, 2025.

Key Details

• Offering size: 1,500,000 shares at $2.00 per share (gross proceeds $3.0M).
• Net proceeds: approximately $2.5 million after fees and expenses.
• Placement agent compensation: 7.0% cash fee of gross proceeds; reimbursement of certain expenses including $100,000 for legal fees and up to $15,950 for clearing costs.
• Restrictions: company agreed not to issue or announce new common stock or common stock equivalents for 90 days from closing (closing Dec 31, 2025), and agreed not to effect Variable Rate Transactions for one year from the closing date.
• Registration: shares were offered under a Form S-1 declared effective by the SEC on December 29, 2025. Press releases announcing pricing and closing were issued Dec 29 and Dec 31, 2025.

Why It Matters
This 8‑K reports a small capital raise intended for working capital and general corporate purposes, which provides immediate liquidity but dilutes existing shareholders by 1,500,000 new shares. The placement agent fee and expense reimbursements reduced the net cash benefit. The specified lock‑up and anti‑dilution restrictions limit the company’s ability to issue additional equity or enter certain variable‑rate financings in the short term, which can affect how quickly Management can raise more capital if needed. Investors should note the size of the raise relative to the company’s cash needs and monitor subsequent filings for use of proceeds and any material changes.