UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-38051
SOS LIMITED
(Translation of registrant’s name into English)
Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
+86-532-86617117
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
The Company is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-262636), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2025 and for the Six Months Ended June 30, 2025 and 2024 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
SIGNATURE
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.
| Dated: September 26, 2025 | SOS Limited | ||
| By: | /s/ Yandai Wang | ||
| Name: | Yandai Wang | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
SOS Limited
Interim Condensed Consolidated Balance Sheets
(US$ thousands, except share data and per share data, or otherwise noted)
| Twelve months as of |
Six months as of |
|||||||
| 31-Dec-24 | 30-Jun-25 | |||||||
| Audited | Unaudited | |||||||
| US$ | US$ | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 237,484 | 4,163 | ||||||
| Investment securities | 200 | 200 | ||||||
| Accounts receivable – net | 2,630 | 3,410 | ||||||
| Inventories | 33,011 | 29,153 | ||||||
| Other receivables – net | 150,281 | 401,196 | ||||||
| Amount due from related parties | 9,837 | 9,853 | ||||||
| Tax recoverable | 1,823 | 1,885 | ||||||
| Intangible assets | 29,873 | 29,873 | ||||||
| Total current assets | 465,139 | 479,733 | ||||||
| Non-current assets: | ||||||||
| Property equipment and software-net | 17,143 | 12,312 | ||||||
| Goodwill | 72 | 72 | ||||||
| Total non-current assets | 17,215 | 12,384 | ||||||
| Total assets | 482,354 | 492,117 | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accrued liabilities | 21,498 | 28,414 | ||||||
| Accounts payable | 12,511 | 13,324 | ||||||
| Amount due to related parties | 642 | 642 | ||||||
| Tax payable | 169 | 176 | ||||||
| Other payables | 11,844 | 15,494 | ||||||
| Total current liabilities | 46,664 | 58,050 | ||||||
| Total liabilities | 46,664 | 58,050 | ||||||
| Shareholders’ equity | ||||||||
| Paid up capital | 2,191 | 5,021 | ||||||
| Additional paid-in capital | 761,391 | 767,271 | ||||||
| Statutory reserve | 161 | 161 | ||||||
| Accumulated deficit | (290,261 | ) | (310,717 | ) | ||||
| Other comprehensive loss | (31,557 | ) | (27,664 | ) | ||||
| Non-controlling interests | (6,235 | ) | (5 | ) | ||||
| Total Shareholders’ equity | 435,690 | 434,067 | ||||||
| Total liabilities and shareholders’ equity | 482,354 | 492,117 | ||||||
SOS Limited
Interim Condensed Consolidated Statements of Comprehensive Loss
(US$ thousands, except share data and per share data, or otherwise noted)
| Six months ended | ||||||||
| 30-Jun-24 | 30-Jun-25 | |||||||
| Unaudited | Unaudited | |||||||
| US$ | US$ | |||||||
| Revenue | 60,514 | 89,595 | ||||||
| Operating costs | (58,083 | ) | (90,904 | ) | ||||
| Gross profit/(loss) | 2,431 | (1,309 | ) | |||||
| Gross profit/(loss) ratio | 4.0 | % | (1.5 | )% | ||||
| Operating expenses | ||||||||
| Selling expense | (2,199 | ) | (2,342 | ) | ||||
| General and administrative expense | (14,513 | ) | (9,439 | ) | ||||
| Share-based compensation | (807 | ) | (1,893 | ) | ||||
| Total operating expenses | (17,519 | ) | (13,674 | ) | ||||
| Loss from operations | (15,088 | ) | (14,983 | ) | ||||
| Other income (expenses): | ||||||||
| Interest income | (396 | ) | ||||||
| Other income, net | 2,333 | 1,148 | ||||||
| Total other income, net | 2,333 | 752 | ||||||
| Loss before income taxes | (12,755 | ) | (14,231 | ) | ||||
| Income tax expense | 4 | 5 | ||||||
| Net loss | (12,751 | ) | (14,226 | ) | ||||
| Discontinued operations | ||||||||
| Gain on disposal of discontinued operations | 1 | |||||||
| Net loss | (12,750 | ) | (14,226 | ) | ||||
| Non-controlling interests | 1,848 | 10 | ||||||
| Net loss attributable to SOS Limited | (10,902 | ) | (14,216 | ) | ||||
| Other comprehensive loss: | ||||||||
| Foreign currency translation adjustment-net of tax | 4,738 | (3,892 | ) | |||||
| Total comprehensive loss | (6,164 | ) | (18,108 | ) | ||||
| Weighted average number of ordinary shares | ||||||||
| Basic | 364,210,299 | 1,021,583,035 | ||||||
| Diluted* | 364,210,299 | 1,021,583,035 | ||||||
| LOSS PER SHARE | ||||||||
| Basic | (0.0299 | ) | (0.0139 | ) | ||||
| Diluted* | (0.0299 | ) | (0.0139 | ) | ||||
Note 1: *N/A Anti-diluted shares not considered
| Six months ended | ||||||||
| 30-Jun-24 | 30-Jun-25 | |||||||
| US$ | US$ | |||||||
| None-GAAP adjusted net loss | (807 | ) | ||||||
SOS Limited
Interim Condensed Consolidated Statements of Equity
(US$ thousands, except share data and per share data, or otherwise noted)
| Ordinary shares | Additional | Accumulated other |
Non- | Total | ||||||||||||||||||||||||||||||||||||||||
| Class A shares |
Class B shares |
Treasury stock |
Total shares |
Par value |
Paid-in capital |
Accumulated deficits |
Statutory Reserve |
comprehensive loss |
controlling interests |
shareholders’ equity |
||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 444,677,724 | 24,481,451 | (13,936,000 | ) | 455,223,175 | 2,191 | 761,391 | (290,261 | ) | 161 | (31,557 | ) | (6,235 | ) | 435,690 | |||||||||||||||||||||||||||||
| Share-based compensation | 339,018,360 | 5,004,000 | - | 344,022,360 | 1,720 | 173 | 1,893 | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A Ordinary Shares and warrant | 222,337,500 | - | - | 222,337,500 | 1,110 | 5,707 | 6,817 | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | (14,216 | ) | (10 | ) | (14,226 | ) | ||||||||||||||||||||||||||||||||||
| Disposition of NCI | - | - | - | - | (6,240 | ) | ) | 6,240 | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | 3,893 | 3,893 | ||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | 1,006,033,584 | 29,485,451 | (13,936,000 | ) | 1,021,583,035 | 5,021 | 767,271 | (310,717 | ) | 161 | (27,664 | ) | (5 | ) | 434,067 | |||||||||||||||||||||||||||||
SOS Limited
Interim Condensed Consolidated Statement of Cash Flow
(US$ thousands, except share data and per share data, or otherwise noted)
| Six months ended |
Six months ended |
|||||||
| 30-Jun-24 | 30-Jun-25 | |||||||
| Unaudited | Unaudited | |||||||
| US$ | US$ | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | (10,902 | ) | (14,216 | ) | ||||
| Less: Net income from discontinued operation | 1 | |||||||
| Net loss from continuing operation | (10,903 | ) | (14,216 | ) | ||||
| Adjustments: | ||||||||
| Depreciation and amortization | 8,765 | 4,871 | ||||||
| Share-based compensation | 807 | 1,893 | ||||||
| Amortization of right of use assets | 281 | |||||||
| Accretion of finance leases | 6 | |||||||
| Disposition of NCI | 6,240 | |||||||
| Operating cash flows before movements in working capital | (1,044 | ) | (1,212 | ) | ||||
| Changes in working capital: | ||||||||
| Inventory | (155 | ) | 1,233 | |||||
| Accounts receivable | 297 | (780 | ) | |||||
| Other receivables | (115,566 | ) | (250,915 | ) | ||||
| Amount due from related parties | 29,739 | (16 | ) | |||||
| Accrued liabilities | 25,642 | 6,916 | ||||||
| Accounts payable | (24,016 | ) | 813 | |||||
| Tax payable | 400 | (55 | ) | |||||
| Other payables | 32,588 | 3,650 | ||||||
| Amount due to related parties | (999 | ) | ||||||
| Lease liabilities | (282 | ) | ||||||
| Net cash used in operating activities from continuing operations | (53,396 | ) | (240,366 | ) | ||||
| Net cash used in in generating from discontinued operating activities | 1 | |||||||
| Net cash used in operating activities | (53,395 | ) | (240,366 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment of principle portion of lease liabilities | (288 | ) | ||||||
| Proceeds from share issuance, net of issuance costs | 24,836 | 6,817 | ||||||
| Net cash generated from financing activities | 24,548 | 6,817 | ||||||
| Net decrease on cash and cash equivalents | (28,847 | ) | (233,549 | ) | ||||
| Cash and cash equivalents at beginning of the period | 279,177 | 237,484 | ||||||
| Effect of exchange rates on cash and cash equivalents | (3,603 | ) | 228 | |||||
| Cash and cash equivalents at end of the period | 246,727 | 4,163 | ||||||
| Supplemental cash flow information | ||||||||
| Cash paid for income tax | 3 | |||||||
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Overview and Outlook
SOS Limited (“SOS”) is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security in the future. Since April 2021, we launched a commodities trading business via our subsidiaries SOS International Trading Co. and Weigou International Trading Co Ltd. We facilitate trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur and latex.
The Company provides substantially all of its services to large businesses and small and medium-sized enterprises (“SMEs”) in China via the former VIE and its subsidiaries, due to PRC legal restrictions of foreign ownership in certain sectors. Substantially all of the Company’s revenues, costs and net income in China are directly or indirectly generated through the former VIE and its subsidiaries. The Company’s indirectly-owned subsidiaries had the VIE Agreements with the former VIE and legal shareholders of the former VIE to allow the transfer of economic benefits from the former VIE to the Company and to direct the activities of the VIE.
Our Products and Services
As of June 30, 2025, SOS focuses on three service lines including Commodities Trading, Hosting service and Others. For the six months ended June 30, 2025, our total revenues were $89.6 million, including commodities trading revenues of $85.0 million, hosting services revenues of $3.9 million and other revenues of $0.7 million.
Revenue by Products and Services
| Six months ended June 30, 2025 |
||||||||
| Revenue by Products and Services | US$ | Percentage | ||||||
| Commodities Trading | 85,011 | 94.9 | % | |||||
| Hosting Services | 3,850 | 4.3 | % | |||||
| Others | 734 | 0.8 | % | |||||
| Total revenue -net | $ | 89,595 | 100 | % | ||||
| Six months ended 30-Jun-24 |
||||||||
| Revenue by Products and Services | US$ | Percentage | ||||||
| Commodities Trading | 55,466 | 91.7 | % | |||||
| Hosting Services | 4,719 | 7.8 | % | |||||
| Others | 329 | 0.5 | % | |||||
| Total revenue -net | $ | 60,514 | 100 | % | ||||
Commodities Trading
Since April 2021, we launched our commodities trading business via our subsidiaries including SOS International Trading Co. Ltd. and Weigou International Trading, and we facilitate the trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex. We identify suppliers and buyers and generate revenue from the price difference. Revenue is recognized after products have been delivered and title to the goods and risk has been transferred from a seller to a buyer.
Hosting Services
From January 2022, SOS took the initiative to build a supercomputing center in Wisconsin USA by providing individual & business users a comprehensive experience of cryptocurrency mining capacity and hosting service. Part of the facility was up and running since April 2022 and we recorded a revenue of $4.7 million and $3.9 million for the six months ended June 30, 2024 and 2025 respectively.
Others
Others refer to the legacy business of data mining of remaining contracts, which run into the current reporting period.
Components of Our Results of Operation
Revenue
Revenue is derived from providing services to our customers including commodity trading, hosting service and cryptocurrency mining. The legacy business of data-mining segment was disposed of in November 2022, but there are some remaining contracts which run into the current reporting period ended June 30, 2025. Key factors that affect our future revenue growth include our introduction to new lines of services, our penetration in new territories, international expansion and the pandemic’s impact. We recognize revenue to depict the provision of service to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the service. Revenue is recognized after the service has been rendered or performed, or products have been delivered together with transfer of title from a seller to a buyer.
Operating Costs and Gross Profit/(Loss)
Our major operating costs are purchase costs of power supply, depreciation and amortization from hardware, software for cryptocurrency mining, costs of goods sold & warehouse rental for the commodities trading business.
We calculate our gross profit/(loss) as revenue less operating costs. Our gross profit/(loss) has been and, we expect, will continue to be affected by a variety of factors, primarily our product line mix, volume sold, and unit fees that we can charge to the customer, market price fluctuation and local government policy towards cryptocurrency.
General and Administrative Expenses
General and administrative expenses include management and office personnel compensation and bonuses, stock compensation, corporate level information technology related costs, rent, travel, professional service fees, insurance and general corporate expenses. We expect general and administrative expenses to continue to increase in absolute dollars as we expand our commercial infrastructure to both drive and support our planned growth in revenue and support the additional costs associated with being a public company such as costs & expenses related to direct public offering and legal fees to defend us against class actions.
Income Tax
Our income tax provision consists of an estimate of central and provincial income taxes based on enacted central and provincial tax rates, as adjusted for allowable credits, deductions and uncertain tax positions. SOS Information Technology Co., Ltd with significant insurance marketing service is a qualified high-tech enterprise and as such can enjoys a corporate income tax concession rate of 15%, all other domestic legal entities have 25% corporate tax rate. Depending on jurisdictions, offshore legal entities have various tax rate.
Interim Financial Results from Operations
Six months ended June 30, 2025 compared to June 30, 2024
Revenue
As of June 30, 2025, SOS focuses on three product and service lines including Commodities Trading, Hosting Services and Others. Commodities Trading contributes 94.9% of the total revenue, 4.3% from Hosting Services and 0.8% from Others.
| Six months ended June 30, 2025 |
||||||||
| Revenue by Products and Services | US$ | Percentage | ||||||
| Commodities Trading | 85,011 | 94.9 | % | |||||
| Hosting Services | 3,850 | 4.3 | % | |||||
| Others | 734 | 0.8 | % | |||||
| Total revenue -net | $ | 89,595 | 100 | % | ||||
| Six months ended 30-Jun-24 |
||||||||
| Revenue by Products and Services | US$ | Percentage | ||||||
| Commodity Trading | 55,466 | 91.7 | % | |||||
| Hosting Services | 4,719 | 7.8 | % | |||||
| Others | 329 | 0.5 | % | |||||
| Total revenue -net | $ | 60,514 | 100 | % | ||||
Net revenue was $89.6 million, up 48.1% from $60.5 million period-on-period. An increase in revenue is primarily due to higher sales of natural rubber, one of the key industrial materials, as the Chinese economy has continued to recover over the past six months. The ongoing recovery of the Chinese economy over the past six months has fueled increased demand for rubber products. There was no output of production from cryptocurrency mining business: to optimize the use of our limited infrastructure—specifically, physical space and electrical power—the company has decided to strategically reallocate resources toward our higher-growth segment. Effective immediately, the Company shut down temporary (at least during first half of the year) the internal Bitcoin mining operations (self-mining) to prioritize and expand our third-party mining hosting services, which have demonstrated strong and increasing demand.
Unaudited Condensed Consolidated Statements of Comprehensive Loss
(US$ thousands, except share data and per share data, or otherwise notes)
| Six months ended | ||||||||
| 30-Jun-24 | 30-Jun-25 | |||||||
| US$ | US$ | |||||||
| Revenue | 60,514 | 89,595 | ||||||
| Operating costs | (58,083 | ) | (90,904 | ) | ||||
| Gross profit/(loss) | 2,431 | (1,309 | ) | |||||
| Gross profit/(loss) ratio | 4.0 | % | (1.5 | )% | ||||
Revenue and Service by Products
| Six months ended 30-Jun-24 |
Six months ended June 30, 2025 |
|||||||||||||||
| Revenue by Products and Services | US$ | Percentage | US$ | Percentage | ||||||||||||
| Commodity Trading | 55,466 | 91.7 | % | 85,011 | 94.9 | % | ||||||||||
| Hosting Services | 4,719 | 7.8 | % | 3,850 | 4.3 | % | ||||||||||
| Others | 329 | 0.5 | % | 734 | 0.8 | % | ||||||||||
| Total | 60,514 | 100 | % | 89,595 | 100 | % | ||||||||||
Operating Costs and Expenses
Operating costs were $90.9 million, up 56.5% period-on-period from $58.1 million in the six months ended June 30, 2024 which is consistent with our revenue increase. Operating costs comprised of depreciation of hardware, electricity power and depreciation from property equipment for cryptocurrency mining as well as costs of goods sold & warehouse rental for commodity trading.
Selling Expenses
Selling expenses mainly relate to our commodity business and include freight-out expenses, custom clearing agency fee, warehouse rental expense, promotional expense, sales commission and payroll expenses to sales team. Selling expenses increased to $2.3 million from $2.2 million for the six months ended June 30, 2024 mainly attributable to the higher transportation costs.
General and Administrative Expenses
General and administrative expenses were $9.4 million, 35.0% down period-on-period from $14.5 million at the end of 2024. The decrease was mainly due to the fact that the mining machines have been fully impaired and no depreciation expense is recorded for them in this period.
Operating Loss
GAAP net loss was $14.2 million, compared to a net loss of $10.9 million at the end of the six months ended June 30, 2024, representing an increase of 30.3%.We concluded the period with a gross margin of (1.5)%. This result is attributed to a sharp decline in the fair market price of our key products, rubber and petroleum coke. Specifically, we sold off a backlog of low-quality petroleum coke inventory at cost, and falling rubber spot prices caused a loss of over $1.6 million. In the face of slowing low market demand in petroleum code, our strategy has been to prioritize market share over immediate profitability for certain products. We are consciously offering competitive pricing with thin or negative margins to establish a foothold for future business expansion.
Income Tax
The Company paid $3,000 of corporate income tax for the current period as compared to NIL at the end of the six months ended June 30, 2024.
GAAP net loss attributable to ordinary shareholders was $14.2 million, as compared to a net loss of $10.9 million in the six months ended June 30, 2024.
GAAP Basic EPS was $(0.0139) per share, as compared to $(0.0299) per share in the six months ended June 30, 2024.
Cash Flow
Unaudited Condensed Consolidated Statement of Cash Flow
(US$ thousands, except share data and per share data, or otherwise noted)
| Six months ended |
Six months ended |
|||||||
| 30-Jun-24 | 30-Jun-25 | |||||||
| Unaudited | Unaudited | |||||||
| US$ | US$ | |||||||
| Cash Flow from Operating Activities: | ||||||||
| Net loss | (10,902 | ) | (14,216 | ) | ||||
| Less: Net income from discontinued operation | 1 | - | ||||||
| Net loss from continuing operation | (10,903 | ) | (14,216 | ) | ||||
| Adjustments: | ||||||||
| Depreciation and amortization | 8,765 | 4,871 | ||||||
| Share-based compensation | 807 | 1,893 | ||||||
| Amortization of right of use assets | 281 | - | ||||||
| Accretion of finance leases | 6 | - | ||||||
| Disposition of NCI | - | 6,240 | ||||||
| Operating cash flows before movements in working capital | (1,044 | ) | (1,212 | ) | ||||
| Changes in working capital: | ||||||||
| Inventory | (155 | ) | 1,233 | |||||
| Accounts receivable | 297 | (780 | ) | |||||
| Other receivables | (115,566 | ) | (250,915 | ) | ||||
| Amount due from related parties | 29,739 | (16 | ) | |||||
| Accrued liabilities | 25,64 | 6,916 | ||||||
| Accounts payable | (24,016 | ) | 813 | |||||
| Tax payable | 400 | (55 | ) | |||||
| Other payables | 32,588 | 3,650 | ||||||
| Amount due to related parties | (999 | ) | - | |||||
| Lease liabilities | (282 | ) | - | |||||
| Net cash used in operating activities from continuing operations | (53,396 | ) | (240,366 | ) | ||||
| Net cash used in in generating from discontinued operating activities | 1 | - | ||||||
| Net cash used in operating activities | (53,395 | ) | (240,366 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment of principle portion of lease liabilities | (288 | ) | - | |||||
| Proceeds from share issuance, net of issuance costs | 24,836 | 6,817 | ||||||
| Net cash generated from/(Used in) financing activities | 24,548 | 6,817 | ||||||
| Net decrease in cash and cash equivalents | (28,847 | ) | (233,549 | ) | ||||
| Cash and cash equivalents at beginning of the period | 279,177 | 237,484 | ||||||
| Effect of exchange rates on cash and cash equivalents | (3,603 | ) | 228 | |||||
| Cash and cash equivalents at end of the period | 246,727 | 4,163 | ||||||
| Supplemental cash flow information | ||||||||
| Cash paid for income tax | - | 3 | ||||||
Cash Flow Used in Operating Activities
As of June 30, 2025, the Company held $4.2 million in cash and cash equivalents, a decrease of $242.5 million from the prior year. The majority of this decrease stems from a strategic $228.4 million prepayment to secure the accelerated development of our proprietary blockchain commodity trading platform.
This decisive resource allocation was a strategic move to lock in long-term value by securing essential partner resources at a favorable cost and ensuring their undivided commitment to the project's success. This upfront payment is expected to yield significant competitive advantages and cost savings over the long term. In response to the lower liquidity position, management is pursuing a dual approach to supplement operating cash flow: optimizing internal business development and securing external capital through a registered direct offering under an F-3 or F-1 registration statement.
Cash Flow Generated from Investing Activities
The Company experienced nil investing activities for this period.
Cash Flow Provided by Financing Activities
The Company raised fund of net proceeds of approximately $6.8 million via a registered direct offering using a registration statement on Form F-3 for the six months ended June 30, 2025.
Subsequent Events
On July 2, 2025, the Company had granted equity compensation awards to Mr. Douglas L. Brown in connection with appointing Mr. Brown to serve as a director on the Company’s board of directors. The compensation awards include 58,656 Class A Ordinary Shares of the Company, par value $0.005 per share, issued to Mr. Brown.
On July 31, 2025, the Company entered into certain securities purchase agreement with certain non-affiliated institutional investors pursuant to which the Company agreed to sell 2,142,855 American Depositary Shares in a registered direct offering. In a concurrent private placement, the Company also agreed to issue and sell unregistered Warrants to purchase up to an aggregate of 4,285,710 ADSs. The combined effective offering price for each ADS and the accompanying Warrants is $3.50. Each Warrant will be immediately exercisable, expire five and one-half years from the initial exercise date and will have an exercise price of $3.50 per share.
On August 28, 2025, the Company initially planned to terminate the amended and restated Deposit Agreement dated May 4, 2017, as amended, by and among the Company, Citibank, N.A. (the “Depositary”), and the holders of American depositary shares (the “ADSs”) from time to time, effective September 3, 2025. However, due to additional time required for finalizing the related processes, the date of termination has been postponed to September 8, 2025.
On August 30, 2025, the Company entered into a confidential share purchase and settlement agreement by and between True North Financial LLC, TNA Capital Inc, TNA Capital LLC and Michael Jaliman to settle and resolve all claims in No. 2:23-cv-02581-NCM-LGD.
On September 8, 2025. The team completed direct listing. The Company was transitioning from its ADR listing to a direct listing on NYSE from June 18, 2025 onwards. This process was being managed by a dedicated professional team from Citibank’s U.S. branch, SOS’s major custodian agent.
About SOS Limited
SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security and insurance in the future. Since April 2021, we launched commodity trading via our subsidiary SOS International Trading Co. Ltd and Weigou International Trading Co Ltd. Major trading commodity includes mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex etc. For more information, please visit: http://www.sosyun.com/.
Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, our expectations for future financial performance, business strategies or expectations for our business. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. SOS cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “look” or similar expressions may identify forward-looking statements. Specifically, forward-looking statements may include statements relating to the Company’s:
| ● | ability to execute its business plan; |
| ● | changes in the market for SOS’ products and services; and |
| ● | expansion plans and opportunities. |
These forward-looking statements are based on information available as of the date of this press release and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but not are limited to, the risk factors described by SOS in its filings with the Securities and Exchange Commission (“SEC”). These risk factors and those identified elsewhere in this press release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to:
| ● | US government’s policies and regulatory oversight of crypto-currency mining operation and our other operations; |
| ● | SOS’s cryptocurrency mining, commodity trading and marketing solutions businesses are still under development, with many uncertainties in integration of these various business segments; |
| ● | Failure to manage the newly launched commodities trading business effectively; |
| ● | Loss of key customers in the commodity trading business; |
| ● | failure to access a large quantity of power at reasonable costs could significantly increase SOS operating expenses and adversely affect our demand for SOS’s mining activities; |
| ● | shortages in, or rises in the prices of mining machines may adversely affect the Company’s business; |
| ● | any significant or prolonged failure in the data warehouse facilities and data mining facilities that SOS operates or services it provides, including events beyond its control, would lead to significant costs and disruptions and would reduce the attractiveness of its facilities, harm its business reputation and have a material adverse effect on its results of operation; |
| ● | security breaches or alleged security breaches of our data warehouses could disrupt SOS operations and have a material adverse effect on its business, financial condition and results of operation; and |
| ● | other risks and uncertainties indicated in SOS’s SEC reports or documents filed or to be filed with the SEC by SOS. |
Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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