Society Pass prices $3.0M public offering of common stock at $0.55/share; net proceeds ~$2.5M

SOCIETY PASS INCORPORATED.

Offering comprises 5,261,819 shares plus 120,000 pre-funded warrants at $0.55 per share; gross proceeds $3.0M.
Net proceeds after fees and expenses total ~$2.5M; funds to be used for working capital and general corporate purposes.
Offering closed Feb 13, 2026; Rodman & Renshaw acted as placement agent with 7% cash fee and $100K expense reimbursement.
Pre-funded warrants exercisable at $0.001/share, with 4.99% beneficial ownership cap (may increase to 9.99% on 61 days' notice).
Company agrees to 30-day lock-up on further equity issuances and 60-day ban on variable rate transactions post-closing.

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