Zeta Network Group (NASDAQ: ZNB) Announces Pricing of $6 Million Registered Direct Offering

Rhea-AI Summary

Zeta Network Group (NASDAQ: ZNB) entered a securities purchase agreement to issue up to $10 million of Senior 10% OID convertible promissory notes and warrants, with a $6 million initial closing expected on or about March 12, 2026.

The First Closing will generate gross proceeds of $5.4 million, and warrants equal to $3.0 million divided by the VWAP (adjusted for a one-for-100 share consolidation effective on Nasdaq March 12, 2026). Notes bear no interest, mature in twelve months, convert immediately subject to exceptions, and warrants expire in five years. Maxim Group LLC is sole placement agent.

Positive

• First Closing gross proceeds of $5.4 million expected March 12, 2026
• Notes bear no interest, reducing near-term cash interest burden
• Warrants exercisable immediately and expire in five years

Negative

• Issuance may dilute shareholders via up to $10 million of notes and warrants
• One-for-100 share consolidation alters share base and VWAP calculation
• Notes convertible within twelve months, creating potential near-term share issuance

News Market Reaction – ZNB

-17.81% 1.6x vol

30 alerts

-17.81% News Effect

-50.7% Trough in 27 hr 26 min

-$7M Valuation Impact

$32M Market Cap

1.6x Rel. Volume

On the day this news was published, ZNB declined 17.81%, reflecting a significant negative market reaction. Argus tracked a trough of -50.7% from its starting point during tracking. Our momentum scanner triggered 30 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $7M from the company's valuation, bringing the market cap to $32M at that time. Trading volume was above average at 1.6x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Total Notes capacity: $10 million First closing principal: $6 million First closing proceeds: $5.4 million +5 more

8 metrics

Total Notes capacity $10 million Maximum Senior 10% Original Issue Discount Convertible Notes under Purchase Agreement

First closing principal $6 million Aggregate principal amount of Notes at initial closing

First closing proceeds $5.4 million Gross cash proceeds to company from first closing

OID rate 10% Original issue discount on Senior Convertible Notes

Warrant reference amount $3 million Dollar amount divided by VWAP to determine initial warrant count

Note maturity 12 months Maturity of Notes from date of issuance

Warrant term 5 years Expiry from initial exercise date for issued warrants

Reverse split ratio 1-for-100 Share consolidation effective on Nasdaq on March 12, 2026

Market Reality Check

Price: $2.93 Vol: Volume 721,613 is below t...

low vol

$2.93 Last Close

Volume Volume 721,613 is below the 20-day average of 2,883,476, suggesting no outsized pre-news positioning. low

Technical Shares at 0.1954 are trading below the 200-day MA of 1.04 and sit far under the 52-week high of 5.23.

Previous Offering Reports

1 past event · Latest: Oct 08 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Oct 08	Registered offering	Negative	-44.1%	Announced $15M registered direct equity offering under effective Form F-3 shelf.

Pattern Detected

Prior registered direct offering in Oct 2025 saw a sharp negative move of -44.12%, indicating past dilution events coincided with heavy selling.

Recent Company History

Over the past several months, Zeta Network Group has repeatedly tapped capital markets. An Oct 8, 2025 registered direct offering for about $15 million in gross proceeds led to a -44.12% one-day move. The current convertible note and warrant financing follows that pattern of equity-linked funding. Together with recent capital-structure actions such as reverse splits reported in regulatory filings, this offering continues a trajectory focused on restructuring and raising capital through listed securities.

Historical Comparison

-44.1% avg move · In the past year, ZNB had 1 offering-type event with an average move of -44.12%. Today’s convertible...

offering

-44.1%

Average Historical Move offering

In the past year, ZNB had 1 offering-type event with an average move of -44.12%. Today’s convertible note and warrant financing continues that pattern of dilution-linked volatility.

Market Pulse Summary

The stock dropped -17.8% in the session following this news. A negative reaction despite fresh fundi...

Analysis

The stock dropped -17.8% in the session following this news. A negative reaction despite fresh funding would fit ZNB’s prior pattern, where an Oct 2025 registered offering aligned with a -44.12% move. The new deal introduces up to $10 million in convertible notes plus five-year warrants, both tied to share price levels. Market focus would likely fall on potential dilution from conversions, the pending reverse split, and how closely trading remains anchored near the 52-week low.

Key Terms

original issue discount, convertible promissory notes, warrants, anti-dilution provisions, +3 more

7 terms

original issue discount financial

"Senior 10% Original Issue Discount Convertible Promissory Notes, having an original issue discount of 10%"

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.

convertible promissory notes financial

"Senior 10% Original Issue Discount Convertible Promissory Notes, having an original issue discount of 10%"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

warrants financial

"and warrants (the "Warrants") to purchase the Company's Class A ordinary shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

anti-dilution provisions financial

"will have an exercise price equal to the initial conversion price of the Notes and contain customary anti-dilution provisions."

Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.

form 6-k regulatory

"Purchase Agreement, a copy of which will be filed with a Report on Form 6-K."

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

form f-3 regulatory

"pursuant to a shelf registration statement on Form F-3 (File No. 333-292327)"

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.

prospectus supplement regulatory

"The Company will file with the SEC a prospectus supplement relating to the securities being offered"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

NEW YORK, March 10, 2026 /PRNewswire/ -- Zeta Network Group (NASDAQ: ZNB) (the "Company"), today announced it has entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors (the "Investors") to issue and sell up to $10 million of its Senior 10% Original Issue Discount Convertible Promissory Notes, having an original issue discount of 10% and a maturity of twelve months from issuance (the "Notes"), and warrants (the "Warrants") to purchase the Company's Class A ordinary shares (the "Ordinary Shares").

The initial closing under the Purchase Agreement (the "First Closing") will involve an aggregate principal amount of $6 million of Notes, resulting in gross proceeds to the Company of $5.4 million, and a number of Warrants determined by dividing $3 million, half of the principal amount of the Notes, by the variable weighted average price ("VWAP") of the Ordinary Shares on the trading day immediately prior to the closing date (as adjusted for the one-for-100 share consolidation as previously announced by the Company that will take effect on Nasdaq upon the opening of the market on March 12, 2026). The First Closing is expected to occur on or about March 12, 2026, subject to the satisfaction of customary closing conditions. A second closing for the remainder of the Notes and Warrants is expected no sooner than May 12, 2026, and is also subject to the satisfaction of closing conditions as contained in the Purchase Agreement, a copy of which will be filed with a Report on Form 6-K.

The Notes will bear no interest and will be convertible immediately upon issuance, subject to certain exceptions, into Ordinary Shares at a variable conversion price subject to a floor price, as more fully described in the prospectus supplement relating to the offering.

The Warrants will be exercisable immediately upon issuance, subject to certain exceptions, will expire five years from the initial date of exercise, and will have an exercise price equal to the initial conversion price of the Notes and contain customary anti-dilution provisions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The securities described above for the First Closing are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-292327), which was declared effective by the United States Securities and Exchange Commission ("SEC") on January 5, 2026. The Company will file with the SEC a prospectus supplement relating to the securities being offered for the First Closing. Copies of the prospectus supplement relating to the offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

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 these 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.

About Zeta Network Group

Zeta Network Group (Nasdaq: ZNB) is a U.S.-listed digital infrastructure and financial technology company pioneering the convergence of traditional finance and the digital asset economy. The Company is developing a Bitcoin-centric institutional finance platform that integrates digital asset treasury management, Bitcoin liquidity aggregation, and sustainable Bitcoin mining operations, all within a regulated Nasdaq framework.

Led by a global team of finance and technology experts, the Company is redefining institutional digital finance by merging the governance and transparency of a public company with the innovation and scalability of blockchain to create a trusted bridge between capital markets and decentralized finance.

For more information, visit ir.thezetanetwork.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the First Closing; the Company's goals and strategies; the Company's future business development, including the development of the metaverse project; product and service demand and acceptance; changes in technology; economic conditions; the growth of the educational and training services market internationally where the Company conducts its business; reputation and brand; the impact of competition and pricing; government regulations; the ability of the Company to meet NASDAQ listing standards in connection with the consummation of the transaction contemplated therein; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by the Company. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations or rules.

Contact

Zeta Network Group Investor Relations
14 Wall Street, 20th Floor
New York, NY 10005
Office: (929) 317-2699
Email: ir@thezetanetwork.com

View original content:https://www.prnewswire.com/news-releases/zeta-network-group-nasdaq-znb-announces-pricing-of-6-million-registered-direct-offering-302709806.html

SOURCE Zeta Network Group

FAQ

What financing did Zeta Network Group (ZNB) announce on March 10, 2026?

Zeta Network announced a securities purchase agreement to issue up to $10 million of convertible notes and warrants. According to the company, an initial $6 million closing is expected around March 12, 2026, producing $5.4 million gross proceeds for the First Closing.

How much cash will ZNB receive from the First Closing of the offering?

The First Closing will produce $5.4 million in gross proceeds for the company. According to the company, that amount results from $6.0 million aggregate principal of notes subject to a 10% original issue discount.

What are the key terms of the convertible notes in Zeta Network's offering?

The notes mature in twelve months, bear no interest, and are convertible immediately subject to exceptions. According to the company, they have a 10% original issue discount and a variable conversion price with a floor.

When will the warrants issued in ZNB's offering be exercisable and expire?

The warrants will be exercisable immediately upon issuance (subject to exceptions) and expire five years from initial exercise. According to the company, exercise price equals the notes' initial conversion price and includes customary anti-dilution protections.

How does the one-for-100 share consolidation affect ZNB's offering and shareholders?

The consolidation reduces outstanding shares and adjusts VWAP used to calculate warrant quantities for the First Closing. According to the company, the one-for-100 consolidation takes effect on Nasdaq upon the market open March 12, 2026.