Society Pass (Nasdaq: SOPA) raises $3M in best efforts stock sale
Rhea-AI Filing Summary
Society Pass Incorporated completed a best efforts public offering of 5,261,819 shares of common stock and pre-funded warrants to purchase up to 120,000 shares, priced at $0.55 per share and $0.549 per pre-funded warrant. A related press release described aggregate gross proceeds of about $3.0 million, with the company expecting approximately $2.5 million in net proceeds after fees and expenses.
The funds are earmarked for working capital and general corporate purposes, including operating expenses and capital expenditures. Rodman & Renshaw LLC acted as exclusive placement agent, receiving a 7.0% cash fee on gross proceeds plus reimbursement of legal and clearing costs. For 30 days after closing the company agreed not to issue or register additional equity (with certain exceptions), and for 60 days it is restricted from variable rate equity transactions.
The pre-funded warrants are immediately exercisable at $0.001 per share and include a beneficial ownership cap of 4.99%, which holders can increase to 9.99% with at least 61 days’ prior notice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act.
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Item 1.01. Entry into a Material Definitive Agreement.
On February 11, 2026, Society Pass Incorporated (the “Company”) commenced a best efforts public offering (the “Offering”) of (i) 5,261,819 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) pre-funded warrants to purchase up to an aggregate of 120,000 shares of Common Stock (the “Pre-Funded Warrants” and, together with the Common Stock and Pre-Funded Warrants, the “Securities”). Certain investors purchasing securities in the Offering entered into a securities purchase agreement with the Company (the “Purchase Agreement”), dated as of February 11, 2026. The public offering price was $0.55 per Share and $0.549 per Pre-Funded Warrant. The Offering closed on February 13, 2026.
The net proceeds to the Company from the Offering were approximately $2.5 million, after deducting fees and expenses of the Placement Agent (as defined below) and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including operating expenses and capital expenditures.
As compensation to Rodman & Renshaw LLC (the “Placement Agent”), pursuant to an engagement letter dated September 18, 2025, by and between the Company and the Placement Agent, pursuant to which the Placement Agent agreed to act as the exclusive placement agent in connection with the Offering, the Company paid the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in this Offering and reimbursed the Placement Agent for certain of its offering-related expenses, including $100,000 for reimbursement for legal fees and clearing costs in an amount up to $15,950.
The Purchase Agreement contained customary representations and warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. Pursuant to the terms of the Purchase Agreement, the Company shall not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or file any registration statement or prospectus, or any amendment or supplement thereto for a period commencing February 11, 2026 and expiring 30 days from the closing date of the Offering, subject to certain exceptions. Furthermore, the Company is also prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement), for a period commencing on February 11, 2026 and expiring 60 days from the closing date of the Offering, subject to certain exceptions.
Each Pre-Funded Warrant offered has an exercise price per share equal to $0.001. The Pre-Funded Warrants were immediately exercisable and may be exercised at any time after issuance until the Pre-Funded Warrants are exercised in full. A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.
The Securities described above were offered pursuant to the 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 foregoing is only a summary of the material terms of the Purchase Agreement and the Pre-Funded Warrants, and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Purchase Agreement and the Pre-Funded Warrants is qualified in its entirety by reference to the forms of such agreements, which are filed as exhibits to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing summary and the exhibits hereto also are not intended to modify or supplement any disclosures about the Company in its reports filed with the SEC. In particular, the agreements and the related summary are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations and warranties by the Company, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the agreements were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the contracting parties, including being subject to confidential disclosures that may modify, qualify or create exceptions to such representations and warranties; may be made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
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Item 8.01. Other Events.
On February 11, 2026, the Company issued a press release announcing the pricing of the Offering. Copy of the press release is attached as Exhibits 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to differ materially from those anticipated, expressed, or implied. Forward-looking statements are generally identifiable by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “looks to,” “may,” “on condition,” “plan,” “potential,” “predict,” “preliminary,” “project,” “see,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words, or by discussion of strategy or goals or other future events, circumstances or effects. The forward-looking statements in this Current Report on Form 8-K are made on the basis of the views and assumptions of management regarding future events and business performance as of the date this Current Report on Form 8-K is filed with the SEC. We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual events, results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith. These items include, but are not limited to, statements regarding: our ability to effectively operate our business segments; our ability to manage our operating expenses and the costs associated with growth and expansion; our ability to compete, directly and indirectly, and succeed in highly competitive and evolving e-commerce market; our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and other factors relating to our industry, our operations, and results of operations.
These forward-looking statements are made as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 15, 2025, its Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. These statements are inherently uncertain, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future, events or otherwise occurring after the date this Current Report on Form 8-K is filed.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement, dated February 11, 2026, by and between the Company and the purchasers party thereto* | |
| 10.2 | Form of Pre-Funded Warrant | |
| 99.1 | Press Release issued by the Company on February 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. |
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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/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer | |
| Date: February 13, 2026 | ||
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Exhibit 99.1
Society Pass Incorporated Announces Pricing of $3.0 Million Public Offering of Common Stock
New York, 11 February 2026 – 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:
Raynuald LIANG
Chief Executive Officer
ray@thesocietypass.com
FAQ
What did Society Pass Inc. (SOPA) announce in this 8-K?
How much capital is Society Pass Inc. (SOPA) raising and at what price?
What securities are included in Society Pass Inc.’s new offering?
How will Society Pass Inc. (SOPA) use the net proceeds from this offering?
What lock-up and issuance restrictions did Society Pass Inc. agree to?
What is the ownership limitation on Society Pass Inc.’s pre-funded warrants?
Who acted as placement agent for Society Pass Inc. (SOPA) and how were they compensated?
Filing Exhibits & Attachments
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Agreements & Contracts
