8-K - Society Pass Incorporated | StockGist

AI Analysis

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Society Pass Incorporated commenced and closed a best efforts public offering of common stock and pre-funded warrants, raising approximately $2.5 million in net proceeds for working capital and general corporate purposes. The offering was priced at $0.55 per share and $0.549 per pre-funded warrant, with Rodman & Renshaw LLC acting as placement agent.

Key Takeaways

1Company commenced a best efforts public offering on February 11, 2026, which closed on February 13, 2026.

2Offering consisted of 5,261,819 shares of common stock and pre-funded warrants to purchase up to 120,000 shares.

3Public offering price was $0.55 per share and $0.549 per pre-funded warrant, with pre-funded warrants having a $0.001 exercise price.

4Net proceeds to the Company were approximately $2.5 million after deducting fees and expenses.

5Company intends to use net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures.

6Rodman & Renshaw LLC served as exclusive placement agent and received a 7.0% cash fee on aggregate gross proceeds plus expense reimbursements.

Current Report Details

Event Type

Material Agreement

Other Event

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. On February 11, 2026, Society Pass Incorporated (the “Company”) commenced a best efforts public offering (the “Off

Material Agreement

$2.5M$100.0K$15.9K

Source Document

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 Exhibi

Other Event

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

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: Society Pass Incorporated, Purchasers identified on signature pages

•Offering of 5,261,819 shares of common stock and pre-funded warrants for 120,000 shares
•Public offering price of $0.55 per share and $0.549 per pre-funded warrant
•Net proceeds of approximately $2.5 million
•Placement agent fee of 7.0% of aggregate gross proceeds
•30-day prohibition on issuing common stock or equivalents from February 11, 2026
•60-day prohibition on variable rate transactions from February 11, 2026
•Pre-funded warrants immediately exercisable at $0.001 per share
•4.99% ownership limitation on warrant exercise, adjustable to 9.99% with 61-day notice

Exhibits (4)

10.1

EX-10.1

10.2

EX-10.2

8-K

99.1

EX-99.1