Society Pass Incorporated Announces Pricing of $3.0 Million Public Offering of Common Stock

Rhea-AI Summary

Society Pass (Nasdaq: SOPA) priced a best-efforts public offering of 5,381,819 shares at $0.55 per share for aggregate gross proceeds of approximately $3.0 million before fees.

The offering is expected to close on February 13, 2026, subject to customary closing conditions; Rodman & Renshaw is exclusive placement agent. The company intends to use net proceeds for working capital and general corporate purposes.

Positive

• $3.0M gross proceeds from offering
• Proceeds earmarked for working capital and general corporate purposes
• Placement agent engaged: Rodman & Renshaw

Negative

• Issuance of 5,381,819 shares will dilute existing shareholders

News Market Reaction

-19.47% 2.1x vol

29 alerts

-19.47% News Effect

+7.1% Peak Tracked

-56.2% Trough Tracked

-$2M Valuation Impact

$7M Market Cap

2.1x Rel. Volume

On the day this news was published, SOPA declined 19.47%, reflecting a significant negative market reaction. Argus tracked a peak move of +7.1% during that session. Argus tracked a trough of -56.2% from its starting point during tracking. Our momentum scanner triggered 29 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $7M at that time. Trading volume was elevated at 2.1x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Offering size: $3.0 million Shares offered: 5,381,819 shares Offering price: $0.55 per share +2 more

5 metrics

Offering size $3.0 million Gross proceeds before fees from February 2026 public offering

Shares offered 5,381,819 shares Aggregate common stock or equivalents in best-efforts offering

Offering price $0.55 per share Public offering price for common stock or equivalents

Expected closing date February 13, 2026 Scheduled closing of the public offering, subject to conditions

Registration form Form S-1, File No. 333-293218 SEC registration statement for this offering

Market Reality Check

Price: $0.6411 Vol: Volume 3,587,064 is 2.19x...

high vol

$0.6411 Last Close

Volume Volume 3,587,064 is 2.19x the 20-day average of 1,638,192, indicating elevated trading ahead of the offering. high

Technical Shares at $0.91 are trading below the 200-day MA of $1.66 and far under the $6.75 52-week high.

Peers on Argus

While SOPA fell 19.47%, peers showed mixed moves: SGN up 23.92%, FTFT down 6.47%...

1 Up 2 Down

While SOPA fell 19.47%, peers showed mixed moves: SGN up 23.92%, FTFT down 6.47%, QH up 3.67%. Momentum data flags broader sector activity with 2 peers moving in the same direction as the target earlier in the day.

Previous Offering Reports

2 past events · Latest: Dec 31 (Neutral)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Dec 31	Equity offering close	Neutral	+16.9%	Closing of $3.0M best-efforts common stock offering priced at $2.00.
Dec 29	Equity offering pricing	Neutral	+61.0%	Pricing of $3.0M best-efforts common stock offering at $2.00 per share.

Pattern Detected

Prior common stock offerings of similar size have coincided with strong positive one-day moves.

Recent Company History

In late December 2025, SOPA announced and then closed a best-efforts public offering of 1,500,000 common shares at $2.00 per share for gross proceeds of $3.0 million, using a Form S-1 registration. Those two offering-related announcements saw one-day price reactions of 60.99% and 16.92%. Today’s announcement again details a best-efforts common equity raise of about $3.0 million, continuing the pattern of small capital infusions for working capital and general corporate purposes.

Historical Comparison

+39.0% avg move · Over the past year, SOPA announced 2 similar best-efforts offerings of about $3.0M each, with an ave...

offering

+39.0%

Average Historical Move offering

Over the past year, SOPA announced 2 similar best-efforts offerings of about $3.0M each, with an average one-day move of 38.95%, framing how the market previously reacted to capital raises.

The company has repeatedly used small, best-efforts S-1 equity offerings of roughly $3.0M to fund working capital and general corporate purposes, indicating an ongoing pattern of incremental capital raising.

Market Pulse Summary

The stock dropped -19.5% in the session following this news. A negative reaction despite the funding...

Analysis

The stock dropped -19.5% in the session following this news. A negative reaction despite the funding boost fits the pattern of investor concern around dilution, particularly with pricing at just $0.55 versus a $6.75 52-week high. While prior offerings of around $3.0M occasionally saw strong gains, repeated equity raises can pressure sentiment. The deal’s best-efforts structure and working-capital use of proceeds may focus attention on balance sheet needs and execution risk rather than immediate growth acceleration.

Key Terms

best efforts public offering, common stock equivalents, placement agent, registration statement on form s-1, +1 more

5 terms

best efforts public offering financial

"announced the pricing of its best efforts public offering of an aggregate"

A best efforts public offering is a way a company sells new shares or bonds where the broker or bank agrees to try to sell as many securities as possible but does not promise to buy any unsold portion. Think of it like a salesperson taking items on consignment: they will work to sell them, but the seller bears the risk if some remain unsold. For investors, this matters because it can signal weaker demand and greater uncertainty about how many securities will actually be placed and how the price may move.

common stock equivalents financial

"shares of its common stock (or common stock equivalents in lieu thereof)"

Common stock equivalents are financial instruments that can be converted into common shares or have a similar effect on a company's stock ownership, such as stock options or convertible bonds. They matter to investors because they can increase the total number of shares outstanding, potentially diluting existing ownership and affecting the company's stock value. Recognizing these equivalents helps investors understand the true potential for future share issuance and company ownership structure.

placement agent financial

"Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement on form s-1 regulatory

"pursuant to a registration statement on Form S-1 (File No. 333-293218)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering is being made only by means of a prospectus forming part"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

NEW YORK, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Society Pass Incorporated (Nasdaq: SOPA) (the “Company”), Southeast Asia’s (SEA) next generation e-commerce ecosystem, today announced the pricing of its best efforts public offering of an aggregate of 5,381,819 shares of its common stock (or common stock equivalents in lieu thereof) at a public offering price of $0.55 per share (or per common stock equivalent in lieu thereof), for aggregate gross proceeds of approximately $3.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The offering is expected to close on February 13, 2026, subject to satisfaction of customary closing conditions.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, including operating expenses and capital expenditures.

The securities are being offered and sold pursuant to a registration statement on Form S-1 (File No. 333-293218), as amended, which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 11, 2026. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Society Pass Inc.

Founded in 2018 as an e-commerce ecosystem in the fast-growing markets of Vietnam, Indonesia, Philippines, Singapore and Thailand, which account for more than 80% of the SEA population, and with offices located in Bangkok, Ho Chi Minh City, Jakarta, Manila, and Singapore, Society Pass Incorporated (Nasdaq: SOPA) is an acquisition-focused holding company operating 3 interconnected verticals (digital media, travel, and lifestyle). Society Pass leverages technology to tailor a more personalised experience for customers in the purchase journey and to transform the entire retail value chain in SEA.

Society Pass completed an initial public offering and began trading on the Nasdaq under the ticker SOPA in November 2021.

For more information on Society Pass, please visit:

Website at https://www.thesocietypass.com or

LinkedIn at https://www.linkedin.com/company/societypass or

Facebook at https://www.facebook.com/thesocietypass or

X at https://twitter.com/society_pass or

Instagram at https://www.instagram.com/societypass/.

Cautionary Note Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of the proceeds. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning. Forward-looking statements represent Society Pass Incorporated’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of Society Pass Incorporated’s common stock and risks relating to Society Pass Incorporated’s business, including the Company’s ability to develop and successfully change its business model and the Company’s ability to identify new investments and spin-off acquisitions.

Media Contact:

Raynauld LIANG
Chief Executive Officer
ray@thesocietypass.com

FAQ

What did Society Pass (SOPA) announce on February 12, 2026 about a public offering?

Society Pass priced a public offering of 5,381,819 shares at $0.55 for about $3.0 million. According to the company, the offering is best-efforts and expected to close on February 13, 2026, subject to customary conditions.

How will Society Pass (SOPA) use the net proceeds from the $3.0 million offering?

The company intends to use net proceeds for working capital and general corporate purposes. According to the company, that specifically includes operating expenses and capital expenditures to support ongoing operations.

When will the Society Pass (SOPA) offering close and who is the placement agent?

The offering is expected to close on February 13, 2026, subject to customary closing conditions. According to the company, Rodman & Renshaw is acting as the exclusive placement agent for the transaction.

How can investors obtain the final prospectus for Society Pass (SOPA) offering?

Investors can obtain the final prospectus from the SEC website or by contacting Rodman & Renshaw. According to the company, electronic copies will be available on http://www.sec.gov and via the placement agent's contact details.

What shareholder impact should SOPA investors expect from the 5,381,819-share offering?

Existing shareholders should expect dilution due to issuance of 5,381,819 shares. According to the company, the offering proceeds are intended to bolster liquidity and fund working capital and corporate needs.