SOCIETY PASS INCORPORATED. 8-K

What Happened
Society Pass Incorporated (SOPA) announced a best‑efforts public offering that was priced on February 11, 2026 and closed on February 13, 2026. The offering consisted of 5,261,819 shares of common stock and pre‑funded warrants to purchase up to 120,000 additional shares. The public price was $0.55 per share and $0.549 per pre‑funded warrant. After placement agent fees and offering expenses, the company received approximately $2.5 million in net proceeds. The offering was made under the Company’s Form S‑1 (File No. 333‑293218), declared effective February 11, 2026.

Key Details

• Offering size: 5,261,819 common shares + pre‑funded warrants for up to 120,000 shares.
• Pricing and timing: $0.55 per share and $0.549 per pre‑funded warrant; priced Feb 11, 2026; closed Feb 13, 2026.
• Net proceeds: ~ $2.5 million after fees and expenses. Placement agent Rodman & Renshaw LLC received a 7.0% cash fee plus reimbursement of expenses (including $100,000 legal fee and up to $15,950 clearing costs).
• Warrant terms and limits: each pre‑funded warrant has a $0.001 exercise price, is immediately exercisable, and includes ownership caps (default 4.99% post‑exercise; can be increased to 9.99% with 61 days’ notice).
• Issuance restrictions: company agreed to customary short‑term limitations on issuing additional common stock or equivalents (no issuance/announcements for 30 days; restrictions on variable rate transactions for 60 days), subject to certain exceptions.

Why It Matters
The offering provides Society Pass with near‑term cash (about $2.5M) to use for working capital, operating expenses and capital expenditures, which can help support ongoing operations. However, the issuance of shares and exercisable pre‑funded warrants creates potential dilution for existing shareholders—especially because the warrants are immediately exercisable at a nominal price ($0.001). The placement agent fee and expense reimbursements reduced the net capital raised. Short‑term restrictions on issuing additional equity may limit immediate follow‑on financings but are temporary. Investors should note these facts when assessing near‑term liquidity and potential dilution.