Zeta Network Group (NASDAQ: ZNB) Announces $15 Million Registered Direct Offering

Rhea-AI Summary

Zeta Network Group (NASDAQ: ZNB) announced a registered direct offering of 15,000,000 Class A ordinary shares (or pre-funded warrants) at $1.00 per share, with aggregate gross proceeds expected to be approximately $15 million. The pre-funded warrants carry an exercise price of $0.0025 per share. The transaction is expected to close on or about October 9, 2025, subject to customary closing conditions.

Univest Securities, LLC is the sole placement agent. The offering is being made under a Form F-3 shelf registration declared effective by the SEC on August 28, 2024. A final prospectus supplement will be filed with the SEC and made available on its website.

Positive

• Gross proceeds of approximately $15 million
• Financing structured as registered direct offering under an effective Form F-3
• Univest Securities engaged as sole placement agent

Negative

• 15,000,000 shares issued (or pre-funded warrants) may dilute existing shareholders
• Pre-funded warrants exercisable at $0.0025 per share could increase share count upon exercise

Insights

Capital Markets Strategist

Zeta Network Group plans a registered direct offering to raise $15,000,000, closing around Oct 9, 2025.

The company will sell 15,000,000 Class A ordinary shares (or pre-funded warrants) at $1.00 per share, using an existing effective Form F-3 shelf. This structure provides immediate, registered capital inflow and uses a placement agent to execute the transaction.

Key dependencies include completion of customary closing conditions and filing of the final prospectus supplement; timing and investor demand matter for execution. The raise dilutes existing equity but increases available cash; the net effect depends on how the $15,000,000 is allocated.

Watch for the final prospectus filing and the actual close on or about Oct 9, 2025, plus disclosures on intended use of proceeds and any related fees or warrants that affect dilution and capital runway over the coming quarters.

NEW YORK, Oct. 08, 2025 (GLOBE NEWSWIRE) -- Zeta Network Group (f.k.a. Color Star Technology Co., Ltd.) (NASDAQ: ZNB) (the “Company”), today announced that it has entered into a definitive agreement with certain investors for the purchase and sale of an aggregate of 15,000,000 of the Company’s Class A ordinary share, par value $0.0025 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $1.00 per share in a registered direct offering. The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.0025 per share.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $15 million. The transaction is expected to close on or about October 9, 2025, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3  (File No.333-281668) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on August 28, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About  

Zeta Network Group, is an entertainment and education company that provides online entertainment performances and online music education services. Its business operations are conducted through its wholly-owned subsidiaries, Color Metaverse Pte. Ltd. and CACM Group NY, Inc. The Company's online education is provided through its Color World music and entertainment education platform. The company was formerly known as Color Star Technology Co., Ltd. and changed its name to Zeta Network Group in August 2025.

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 current expectations and projections about future events and financial trends 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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update 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 in its other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

Zeta Network Group

80 Broad Street, 5th Floor

New York, NY 10005

Office: (929) 317-2699

Email: ir@colorstaradd.com

FAQ

What is ZNB raising in the October 8, 2025 registered direct offering?

ZNB is offering 15,000,000 Class A ordinary shares or pre-funded warrants at $1.00 per share for approximately $15 million gross proceeds.

When is the Zeta Network Group (ZNB) offering expected to close?

The transaction is expected to close on or about October 9, 2025, subject to customary closing conditions.

Who is the placement agent for ZNB's registered direct offering?

Univest Securities, LLC is acting as the sole placement agent for the offering.

Under what registration is ZNB conducting the offering?

The offering is being made under a shelf registration on Form F-3 (File No. 333-281668) declared effective by the SEC on August 28, 2024.

What is the exercise price for ZNB's pre-funded warrants in the offering?

The pre-funded warrants carry an exercise price of $0.0025 per share.

Where can investors find the prospectus for ZNB's offering?

A final prospectus supplement and accompanying prospectus will be filed with the SEC and will be available at www.sec.gov.