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.
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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
Key Figures
Convertible note principal:$1,300,000Subscription amount:$1,196,000Original issue discount:8%+5 more
8 metrics
Convertible note principal$1,300,000Maximum principal amount of senior secured 8% OID convertible note
Subscription amount$1,196,000Aggregate gross proceeds for full note purchase
Original issue discount8%Discount rate on senior secured convertible promissory note
Initial closing proceeds$920,000Gross proceeds received at initial closing on May 1, 2026
Initial note principal$1,000,000Principal amount issued at initial closing
Second closing principal$300,000Additional note principal subject to registration effectiveness
Second closing proceeds$276,000Gross proceeds for second closing if conditions are met
Warrant exercise price$5.00 per shareInitial exercise price for Class A ordinary share purchase warrant
Market Reality Check
Price:$1.2700Vol:Volume 123,308 is low at ...
low vol
$1.2700Last Close
VolumeVolume 123,308 is low at 0.13x the 20-day average of 952,913, suggesting muted trading interest before this filing.low
TechnicalTrading well below the 200-day MA of $10.92 with a pre-news price of $1.27, close to the $1.185 52-week low and far from the $95.75 high.
Peers on Argus
MASK was down 14.19% while peers in the same software/tech niche showed mixed mo...
1 Up
MASK was down 14.19% while peers in the same software/tech niche showed mixed moves: FTFT +4.03%, IFBD +3.47%, SGN +6.57%, BNZI -8.88%, IDAI -5.53%. With only one peer (BNZI) in the momentum scanner and moving up, MASK’s decline appears stock-specific rather than sector-driven.
Announced 25-for-1 share consolidation of Class A and Class B shares.
Pattern Detected
Recent history shows mixed reactions: positive regulatory and strategy news often produced gains, while operational and structural updates (projects, leadership, share consolidation) frequently coincided with notable declines.
Recent Company History
Over the last few months, 3 E Network has focused on maintaining its Nasdaq listing and outlining an AI infrastructure strategy. A 25-for-1 share consolidation on Mar 11, 2026 and a subsequent compliance update on Apr 8, 2026 framed the listing story, with the compliance news drawing a 13.3% gain. Strategic initiatives included a Finland AI data centre progress update and a semiconductor/compute blueprint, which saw mixed price reactions. Today’s convertible note and warrant financing adds a capital-structure layer to that trajectory.
Market Pulse Summary
This announcement details a secured financing package combining a $1,300,000 8% original issue disco...
Analysis
This announcement details a secured financing package combining a $1,300,000 8% original issue discount convertible note with a warrant for up to 265,198 shares at $5.00 per share. It also includes a registration commitment on Form F-3 or F-1 and a guarantee agreement. In context of recent events—share consolidation, Nasdaq compliance, and AI infrastructure plans—investors may track future filings, conversion activity, and warrant exercises as key indicators of capital structure and dilution dynamics.
Key Terms
convertible promissory note, original issue discount, warrant, par value, +4 more
8 terms
convertible promissory notefinancial
"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 discountfinancial
"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.
warrantfinancial
"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 valuefinancial
"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 statementregulatory
"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-3regulatory
"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-1regulatory
"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 agentfinancial
"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. Not financial advice.
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.
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.
