3 E Network Technology Signs 1.3M Convertible Note Agreement with Institutional Investor

Rhea-AI Summary

3 E Network Technology (Nasdaq: MASK) entered a Securities Purchase Agreement on May 1, 2026 to issue a senior secured 8% original-issue-discount convertible note up to $1,300,000 and warrants to purchase 265,198 Class A shares for aggregate gross proceeds of $1,196,000.

An initial closing delivered $920,000 and $1,000,000 principal of the Note; a second closing of $300,000 principal for $276,000 is conditional on an effective resale registration statement. Warrants exercisable at $5.00 through May 1, 2030. A Registration Rights Agreement and Guarantee Agreement were executed; Boustead Securities acted as placement agent.

Positive

• Raised aggregate gross proceeds of $1,196,000
• Issued secured convertible note with 8% OID interest
• Warrants for 265,198 shares exercisable at $5.00
• Registration commitment to file resale registration within 15 business days

Negative

• Convertible financing includes original-issue-discount reducing immediate cash proceeds
• Second closing $276,000 proceeds contingent on registration effectiveness
• Potential future dilution from conversion and warrant exercise

Argus May 5 session

+44.14% close to close 32.3x rel. volume Open Argus

Details

News Market Reaction – MASK

On May 5, the first trading day after this news, MASK closed 44.14% above the previous close. That session’s volume was 32.3x the stock’s average daily volume.

Data tracked by StockTitan Argus for the May 5 session.

Key Figures

Convertible note principal: $1,300,000 Subscription amount: $1,196,000 Original issue discount: 8% +5 more

Convertible note principal

$1,300,000

Maximum principal amount of senior secured 8% OID convertible note

Subscription amount

$1,196,000

Aggregate gross proceeds for full note purchase

Original issue discount

8%

Discount rate on senior secured convertible promissory note

Initial closing proceeds

$920,000

Gross proceeds received at initial closing on May 1, 2026

Initial note principal

$1,000,000

Principal amount issued at initial closing

Second closing principal

$300,000

Additional note principal subject to registration effectiveness

Second closing proceeds

$276,000

Gross proceeds for second closing if conditions are met

Warrant exercise price

$5.00 per share

Initial exercise price for Class A ordinary share purchase warrant

Historical Context

5 past events · Latest: Apr 13

5 events

1. Apr 13

   AI strategy blueprint

   24h Move

   +1.7%

   Unveiled vertically integrated semiconductor and AI server infrastructure blueprint.

2. Apr 08

   Listing compliance

   24h Move

   +13.3%

   Regained Nasdaq minimum bid price compliance, avoiding delisting risk.

3. Apr 06

   Data centre progress

   24h Move

   -10.8%

   Reported construction progress on Finland AI data centre project.

4. Mar 24

   Leadership appointment

   24h Move

   -7.7%

   Appointed experienced vice president to strengthen technology leadership.

5. Mar 11

   Share consolidation

   24h Move

   -19.2%

   Announced 25-for-1 share consolidation of Class A and Class B shares.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible promissory note, original issue discount, warrant, par value, +4 more

8 terms

convertible promissory note financial

"a senior secured 8% original issue discount convertible promissory note in the principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"a senior secured 8% original issue discount convertible promissory note in the principal"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

warrant financial

"a Class A ordinary shares purchase warrant (the “Warrant”) to purchase up to 265,198"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

par value financial

"Class A ordinary shares of the Company, par value $0.0025 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

registration statement regulatory

"will file a registration statement on Form F-3, or, if the Company is not then eligible"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form f-3 regulatory

"will file a registration statement on Form F-3, or, if the Company is not then eligible"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

form f-1 regulatory

"or, if the Company is not then eligible to use Form F-3, on Form F-1, or any successor form"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

placement agent financial

"Boustead Securities, LLC acted as the placement agent in connection with the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HONG KONG, May 04, 2026 (GLOBE NEWSWIRE) -- 3 E Network Technology Group Limited (Nasdaq: MASK) (the “Company” or “3 E Network”), a business-to-business (“B2B”) information technology (“IT”) business solutions provider with the inspiration to become a next-generation AI infrastructure solutions provider, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) on May 1, 2026.

Pursuant to the Purchase Agreement, the Company agreed to sell and issue (i) a senior secured 8% original issue discount convertible promissory note in the principal amount of up to $1,300,000 (the “Note”) for aggregate gross proceeds of $1,196,000 (collectively, the “Subscription Amount”), and (ii) a Class A ordinary shares purchase warrant (the “Warrant”) to purchase up to 265,198 Class A ordinary shares of the Company, par value $0.0025 per share (the “Shares”). The Note is convertible into Class A ordinary shares of the Company, par value $0.0025 per share (the “Shares”). The initial closing for aggregate gross proceeds of $920,000 and a principal amount of $1,000,000 of Note occurred on the same date (the “Closing”). The Purchase Agreement provides for a second closing of $300,000 in principal of Note for $276,000 in gross proceeds to occur upon effectiveness of the resale registration statement for the Shares underlying the Note, subject to certain additional terms and conditions. The Warrant is exercisable at any time on or after May 1, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, NY time) on May 1, 2030 or such later date as extended, at an initial exercise price of $5.00 per share (the “Exercise Price”), subject to adjustments for share splits, share dividends, and similar transactions.

The Company and the Investor also entered into a Registration Rights Agreement, which stipulates that the Company will file a registration statement on Form F-3, or, if the Company is not then eligible to use Form F-3, on Form F-1, or any successor form with the U.S. Securities and Exchange Commission (“SEC”) within 15 business days upon the Closing, which will cover the resale of Shares issuable upon conversion of the Note.

In addition, to secure the transactions and as a condition precedent to the Closing, the Company, its subsidiaries, and the Investor also entered into a Guarantee Agreement at the Closing to guarantee the Company’s payment and performance of all obligations under the Purchase Agreement.

Boustead Securities, LLC acted as the placement agent in connection with the offering.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or 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 jurisdiction.

About 3 E Network Technology Group Limited

3 E Network Technology Group Limited is a business-to-business (“B2B”) information technology (“IT”) business solutions provider, committed to becoming a next-generation artificial intelligence (“AI”) infrastructure solutions provider. It upholds the industry consensus of “AI and energy symbiosis” and has excellent vision in the field of energy investment. The Company’s business comprises two main portfolios: the data center operation services portfolio and the software development portfolio. For more information, please visit the Company’s website at https://3emask.com/

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "approximates," "assesses," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

3 E Network Technology Group Limited
Investor Relations Department
Email: ird@3emask.com
https://3emask.com/

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did 3 E Network (MASK) announce on May 1, 2026?

3 E Network entered a Securities Purchase Agreement to issue a senior secured 8% OID convertible note up to $1.3M plus warrants. According to the company, initial gross proceeds were $920,000 with total subscription proceeds of $1,196,000 including conditional second closing proceeds.

How much cash did MASK receive in the initial closing on May 1, 2026?

The initial closing generated $920,000 in gross proceeds, per the company. That closing included a $1,000,000 principal amount of the Note and leaves a contingent second closing tied to registration effectiveness for additional proceeds.

What are the warrant terms in MASK's May 2026 financing?

Warrants cover 265,198 Class A shares at an initial exercise price of $5.00 per share. According to the company, warrants are exercisable on or after May 1, 2026 and expire May 1, 2030, subject to customary adjustments.

When will MASK file the resale registration for shares from the convertible note?

The company committed to file a resale registration statement within 15 business days of closing. According to the company, it will file on Form F-3 or, if ineligible, Form F-1, to cover resale of shares issuable on conversion.

What conditions affect the second closing and additional MASK proceeds?

A second closing for $300,000 principal (for $276,000 gross proceeds) is conditional on effectiveness of the resale registration statement. According to the company, additional terms and conditions also apply before that second tranche funds are delivered.