Zeta Network Group prices $6 million registered direct offering

Zeta Network Group (NASDAQ: ZNB) announced it has entered into a securities purchase agreement with institutional investors for a registered direct offering involving up to $10 million of convertible promissory notes and warrants.

The initial closing will involve $6 million in principal amount of Senior 10% Original Issue Discount Convertible Promissory Notes, generating gross proceeds of $5.4 million for the company. The notes carry a 10% original issue discount and mature twelve months from issuance.

The first closing is expected to occur on or about March 12, 2026, subject to customary closing conditions. A second closing for the remaining notes and warrants is anticipated no sooner than May 12, 2026.

The notes will bear no interest and be convertible immediately upon issuance into Class A ordinary shares at a variable conversion price subject to a floor price. Accompanying warrants will be exercisable immediately upon issuance, expire five years from initial exercise, and have an exercise price equal to the initial conversion price of the notes.

The number of warrants will be determined by dividing $3 million by the variable weighted average price of the ordinary shares on the trading day prior to closing, adjusted for a previously announced one-for-100 share consolidation taking effect March 12, 2026.

Maxim Group LLC serves as the sole placement agent for the offering. The securities are being offered under a shelf registration statement on Form F-3 that was declared effective by the Securities and Exchange Commission on January 5, 2026.

Zeta Network Group describes itself as a digital infrastructure and financial technology company developing a Bitcoin-centric institutional finance platform that integrates digital asset treasury management, Bitcoin liquidity aggregation, and sustainable Bitcoin mining operations.

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