Zeta Network Group Schedule 13G: 3.7% Stake, Warrant Exposure Detailed

Rhea-AI Filing Summary

Zeta Network Group Schedule 13G reports that three reporting persons — Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC — collectively disclose shared beneficial ownership of 1,094,782 Class A Ordinary Shares, representing approximately 3.7% of the class as of the close of business on August 20, 2025. The filing explains this holding consists of shares issuable upon conversion of a convertible note and exercise of multiple warrants held by Intracoastal.

The filing also describes earlier potential beneficial ownership of up to 9.99% (or 3,007,560 shares) based on a warrant and blocker provisions that limit exercise to prevent ownership above specified thresholds. The reporting persons certify the stake is not intended to change control of the issuer and include a joint filing agreement.

Positive

• Transparent disclosure of current and contingent beneficial ownership including exact share counts and percentages
• Blocker provisions limit exercise of warrants/convertible note, capping potential immediate ownership concentration
• Joint filing agreement and certification clarify no intent to change or influence issuer control

Negative

• Potential dilution from warrants and convertible note (total contingent shares disclosed) that could increase share count if exercised or converted
• Contingent ownership could reach 9.99% absent blocker limits, indicating significant latent position tied to Intracoastal Warrant 1 and other instruments

Insights

Financial Analyst

TL;DR: Reporting persons hold 3.7% beneficially with material warrant and convertible exposure that could dilute share count but is capped by blocker provisions.

The filing quantifies current and contingent positions precisely: 1,094,782 shares deemed beneficially owned as of August 20, 2025, made up of convertible-note conversions and three warrants totaling 713,338 warrant-derived shares plus 381,444 from the convertible note. The document also discloses a larger theoretical position tied to Intracoastal Warrant 1 and other instruments that would approach a 9.99% threshold absent blocker provisions. For investors, the key implications are potential dilution from exercised instruments and the existence of contractual blocker limits that constrain near-term concentration risk.

Corporate Governance Expert

TL;DR: This is a routine joint Schedule 13G disclosure showing non-control intent and describing blocker provisions limiting exercised ownership thresholds.

The filing emphasizes that the reporting persons assert no intent to influence control and includes a certification to that effect. Important governance details include the joint filing agreement and multiple contractual blocker provisions that prevent conversion/exercise beyond 4.99% or 9.99% thresholds for specific instruments. Those provisions affect voting and ownership dynamics and reduce the likelihood of an abrupt change in control via these instruments, while still creating a class of contingent securities investors should monitor.

FAQ

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

What percentage of Zeta Network Group does the filing report the reporting persons own?

The filing states the reporting persons beneficially own 1,094,782 shares, representing approximately 3.7% of the Class A Ordinary Shares as of August 20, 2025.

Which instruments make up the reported beneficial ownership?

The ownership consists of shares issuable upon conversion of a convertible note (381,444 shares) and exercise of three warrants (131; 8,152; and 705,055 shares).

Could the reporting persons' stake increase materially?

Yes. The filing notes a theoretical beneficial ownership of up to 9.99% (3,007,560 shares) based on Intracoastal Warrant 1 and other instruments, but blocker provisions restrict exercise to prevent exceeding specified thresholds.

Do the reporting persons intend to change control of the issuer?

No. The certifications state the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Who filed the Schedule 13G for these holdings?

The filing was made jointly by Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC, with signatures dated August 20, 2025.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/20/2025 - 04:23 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Zeta Network Group

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G2287A126

(CUSIP Number)

08/13/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G2287A126

1

Names of Reporting Persons

Mitchell P. Kopin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,094,782.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,094,782.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,094,782.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. G2287A126

1

Names of Reporting Persons

Daniel B. Asher

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,094,782.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,094,782.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,094,782.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. G2287A126

1

Names of Reporting Persons

Intracoastal Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,094,782.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,094,782.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,094,782.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zeta Network Group
(b)	Address of issuer's principal executive offices: 80 Broad Street, 5th Floor, New York, NY 10005
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)	Citizenship: Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G2287A126
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) Immediately following the execution of the Waiver Agreement with the Issuer on August 13, 2025 (the "Waiver Agreement") (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on August 18, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,623,348 Ordinary Shares issuable upon exercise of a warrant to be issued to Intracoastal upon consummation of the transaction contemplated by the Waiver Agreement ("Intracoastal Warrant 1"), and all such Ordinary Shares represent beneficial ownership of approximately 9.99% of the Ordinary Shares, based on (1) 14,626,386 Ordinary Shares outstanding immediately prior to the execution of the Waiver Agreement, as reported to the Reporting Persons by the Issuer, plus (2) 1,623,348 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 12,366 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Ordinary Shares, (II) 658,508 Ordinary Shares issuable upon conversion of a convertible note held by Intracoastal (the "Intracoastal Convertible Note") because the Intracoastal Convertible Note contains a blocker provision under which the holder thereof does not have the right to convert the Intracoastal Convertible Note to the extent (but only to the extent) that such conversion would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Ordinary Shares, (III) 131 Ordinary Shares issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Ordinary Shares, (IV) 8,152 Ordinary Shares issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Ordinary Shares and (V) 705,055 Ordinary Shares issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 4") because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,007,560 Ordinary Shares. (ii) As of the close of business on August 20, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,094,782 Ordinary Shares, which consisted of (i) 381,444 Ordinary Shares issuable upon conversion of the Intracoastal Convertible Note, (ii) 131 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (iii) 8,152 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (iv) 705,055 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4, and all such Ordinary Shares represent beneficial ownership of approximately 3.7% of the Ordinary Shares, based on (1) 14,626,386 Ordinary Shares outstanding immediately prior to the execution of the Waiver Agreement, as reported to the Reporting Persons by the Issuer, plus (2) 11,450,000 Ordinary Shares issued upon consummation of the transaction contemplated by the Securities Purchase Agreement entered into by the Issuer on August 13, 2025 (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on August 18, 2025), (3) 2,471,428 Ordinary Shares issued to Intracoastal upon exercise of Intracoastal Warrant 1, (4) 381,444 Ordinary Shares issuable upon conversion of the Intracoastal Convertible Note, (5) 131 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (6) 8,152 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (7) 705,055 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4.
(b)	Percent of class: 3.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,094,782
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,094,782
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mitchell P. Kopin

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin
Date:	08/20/2025

Daniel B. Asher

Signature:	/s/ Daniel B. Asher
Name/Title:	Daniel B. Asher
Date:	08/20/2025

Intracoastal Capital LLC

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin, Manager
Date:	08/20/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement