ZenaTech (ZENA) sets US$25M registered direct stock and warrant financing

Rhea-AI Filing Summary

ZenaTech, Inc. has agreed to sell 11,792,455 shares of common stock, together with warrants to purchase up to 11,792,455 additional shares, in a registered direct offering priced at a premium to market under Nasdaq rules. Each share and matching warrant unit is priced at US$2.12, with gross proceeds expected to be about US$25 million before fees and expenses.

The warrants are exercisable immediately at US$2.50 per share for five and a half years and may be redeemed earlier if the common share closing price exceeds $6.75 for ten consecutive trading days. Maxim Group LLC is the sole placement agent, and the transaction is expected to close on or about May 18, 2026, subject to customary conditions. The securities are being issued under an effective Form F-3 shelf registration, with final terms set out in a prospectus supplement and accompanying prospectus.

Insights

Capital markets analyst

ZenaTech plans a US$25M registered direct stock-and-warrant financing.

ZenaTech has arranged a registered direct offering of 11,792,455 common shares with matching warrants, at a combined price of US$2.12 per unit. The structure provides immediate equity capital and the potential for additional cash inflows if investors later exercise the warrants at US$2.50 per share.

The warrants last five and a half years and become redeemable if the share price closes above $6.75 for ten straight trading days. This gives investors leveraged upside through a long-dated option, while allowing the company to limit warrant overhang if the stock trades strongly. Actual dilution and cash received will depend on how many warrants are exercised.

The deal uses an already effective Form F-3 shelf, which simplifies execution and timing. Closing is targeted for on or about May 18, 2026, subject to customary conditions, so subsequent disclosures and the final prospectus supplement will provide more detail on fees, net proceeds, and any stated uses of funds.

Key Figures

Shares offered: 11,792,455 shares Warrants offered: 11,792,455 warrants Unit purchase price: US$2.12 per share plus warrant +5 more

8 metrics

Shares offered 11,792,455 shares Common stock in registered direct offering

Warrants offered 11,792,455 warrants One warrant per share of common stock

Unit purchase price US$2.12 per share plus warrant Combined price per share-and-warrant unit

Warrant exercise price US$2.50 per share Exercise price for warrants issued in offering

Expected gross proceeds Approximately US$25 million Before placement fees and offering expenses

Warrant term Five and a half years From date of issuance, subject to earlier redemption

Redemption trigger price $6.75 per share Closing price for 10 consecutive trading days

Shelf effectiveness date February 23, 2026 Form F-3 declared effective by SEC

Key Terms

registered direct offering, warrants, shelf registration statement, Form F-3, +2 more

6 terms

registered direct offering financial

"shares of common stock, together with warrants ... in a registered direct offering priced at a premium"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"together with warrants to purchase up to an aggregate of 11,792,455 shares of common stock"

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.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form F-3 (File No. 333-293356), as amended"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"a "shelf" registration statement on Form F-3 (File No. 333-293356), as amended"

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.

forward-looking statements regulatory

"include “forward-looking statements” within the meaning of U.S. federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number 001-41852

ZENATECH, INC.
(Translation of registrant’s name into English)

777 Hornby Street, Suite 1460
Vancouver, British Columbia Canada V6Z 1S4
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

⌧ Form 20-F ☐ Form 40-F

- 2 -

SUBMITTED HEREWITH

Exhibits
99.1	Description of Terms of Proposed Registered Direct Offering

- 3 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 15, 2026

ZENATECH, INC.

By:

By:/s/ Shaun Passley, Ph.D 

Name: Shaun Passley, Ph.D 

Title: Chief Executive Officer 

Description of Terms for Proposed Registered Direct Offering

ZenaTech, Inc. (the "Company") has entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 11,792,455 shares of common stock, together with warrants to purchase up to an aggregate of 11,792,455 shares of common stock, in a registered direct offering priced at a premium to market under Nasdaq rules. Each share of common stock is being sold together with one warrant to purchase one share of common stock at a combined purchase price of US$2.12. The warrants will have an exercise price of US$2.50 per share, will be exercisable immediately upon issuance, and will expire five and a half years from the date of issuance, unless earlier redeemed if the closing price of the Common Shares exceeds $6.75 per share for ten consecutive trading days.

Maxim Group LLC is acting as the sole placement agent for the offering.

The gross proceeds to ZenaTech from the offering are expected to be approximately US$25 million, before deducting placement agents’ fees and other estimated offering expenses. The offering is expected to close on or about May 18, 2026, subject to satisfaction of customary closing conditions.

The securities described above in the registered direct offering, including the shares of common stock underlying the warrants, are being offered and sold pursuant to a "shelf" registration statement on Form F-3 (File No. 333- 293356), as amended, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2026. The offering of the securities are being made only by means of a prospectus. A prospectus supplement and an accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

This description of terms for a registered direct offering contemplated by the Company shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Safe Harbor

This description of terms and related comments by management of ZenaTech, Inc. include “forward-looking statements” within the meaning of U.S. federal securities laws and applicable Canadian securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This forward-looking information relates to future events or future performance of ZenaTech and reflects management’s expectations and projections regarding ZenaTech’s growth, results of operations,

performance, and business prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “aim”, “seek”, “is/are likely to”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other comparable terminology intended to identify forward-looking statements.  Forward-looking information in this document includes, but is not limited to ZenaTech’s expectations regarding its revenue, expenses, production, operations, costs, cash flows, and future growth; expectations with respect to future production costs and capacity; ZenaTech’s expectations regarding its use of funds; ZenaTech's ability to deliver products to the market as currently contemplated, including its drone products including ZenaDrone 1000, IQ Square and IQ Nano; ZenaTech's ability to develop products for markets as currently contemplated; ZenaTech’s anticipated cash needs and it’s needs for additional financing; ZenaTech’s intention to grow the business and its operations and execution risk; expectations with respect to future operations and costs; the volatility of stock prices and market conditions in the industries in which ZenaTech operates; political, economic, environmental, tax, security, and other risks associated with operating in emerging markets; regulatory risks; unfavorable publicity or consumer perception; difficulty in forecasting industry trends; the ability to hire key personnel; the competitive conditions of the industry and the competitive and business strategies of ZenaTech; ZenaTech’s expected business objectives for the next twelve months; ZenaTech’s ability to obtain additional funds through the sale of equity or debt commitments; investment capital and market share; the ability to complete any contemplated acquisitions; changes in the target markets; market uncertainty; ability to access additional capital, including through the listing of its securities in various jurisdictions; management of growth (plans and timing for expansion); patent infringement; litigation; applicable laws, regulations, and any amendments affecting the business of ZenaTech and other related risks ‎‎‎and uncertainties disclosed under the ‎heading “Risk Factors“ ‎‎‎‎in the Company’s registration statements, prospectuses and other filings filed ‎‎‎with the United States Securities and Exchange Commission (the “SEC”) on EDGAR through the SEC’s website at www.sec.gov. The Company undertakes ‎‎‎no obligation to update forward-‎looking ‎‎‎‎information except as required by applicable law. Such forward-‎‎‎looking information represents ‎‎‎‎‎managements’ best judgment based on information currently available. ‎‎‎No forward-looking ‎‎‎‎statement ‎can be guaranteed and actual future results may vary materially. ‎‎‎Accordingly, readers ‎‎‎‎are advised not to ‎place undue reliance on forward-looking statements or ‎‎‎information.‎

FAQ

What is ZenaTech (ZENA) raising through the new registered direct offering?

ZenaTech plans to raise approximately US$25 million in gross proceeds through a registered direct offering. It will sell 11,792,455 common shares together with warrants to purchase up to 11,792,455 additional shares, giving the company immediate equity capital and potential future warrant exercise proceeds.

How is the ZenaTech (ZENA) registered direct offering structured?

Each unit in the ZenaTech offering consists of one common share and one warrant to buy one additional share at US$2.50. Investors pay a combined purchase price of US$2.12 per share-and-warrant unit, with the offering priced at a premium to market under Nasdaq rules.

What are the key terms of the ZenaTech (ZENA) warrants in this deal?

The warrants issued by ZenaTech have an exercise price of US$2.50 per share and are exercisable immediately upon issuance. They will remain outstanding for five and a half years, but may be redeemed earlier if the common share closing price exceeds $6.75 for ten consecutive trading days.

When is the ZenaTech (ZENA) registered direct offering expected to close?

The ZenaTech registered direct offering is expected to close on or about May 18, 2026, subject to customary closing conditions. The securities are being issued under an effective Form F-3 shelf registration, with the final terms detailed in a prospectus supplement and accompanying prospectus filed with the SEC.

Under what registration statement is the ZenaTech (ZENA) offering being made?

The ZenaTech securities are being offered under a shelf registration statement on Form F-3, File No. 333-293356. This registration statement, as amended, was declared effective by the SEC on February 23, 2026, allowing the company to issue the shares and warrants described in the offering.

Who is acting as placement agent for the ZenaTech (ZENA) financing?

Maxim Group LLC is serving as the sole placement agent for ZenaTech’s registered direct offering. The firm is handling placement of the 11,792,455 common shares and associated warrants, with gross proceeds expected to be about US$25 million before placement fees and offering expenses.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 DESCRIPTION OF TERMS FOR PROPOSED REGISTERED DIRECT OFFERING 8.5 KB