Welcome to our dedicated page for Zeta Network Group SEC filings (Ticker: ZNB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Zeta Network Group filings document the company's foreign-issuer current reports, shareholder votes, governance actions, and capital-structure changes. Its Form 6-K disclosures cover extraordinary general meeting notices and results, share capital reductions and reorganizations, amended memorandum and articles, and the completed reverse share split for its Nasdaq-traded Class A ordinary shares.
The filing record also includes registered direct offering disclosures involving convertible notes and warrants, material agreements, executive officer changes, and security-structure matters. These filings describe how ZNB manages ordinary-share mechanics, financing instruments, shareholder approvals, and public-company governance as a Cayman Islands issuer.
Zeta Network Group entered a registered direct financing for up to $10 million of senior secured convertible notes and warrants in two tranches. The first tranche closed with $6 million in principal amount of 10% original-issue-discount notes, warrants for up to 270,271 Class A ordinary shares, and 185,344 pre-delivery shares, generating gross proceeds of $5.4 million before fees. The notes convert at the lower of $18.51 or a formula tied to 90% of the lowest 10-day VWAP, subject to a $1.742 floor, and are secured by all subsidiaries, ranking senior to other debts. Warrants are immediately exercisable at $18.51 per share for five years. A second $4 million tranche with similar terms may follow after the 1‑for‑100 reverse split has seasoned on Nasdaq and if additional conditions, including a minimum $10 million market capitalization, are met. Net proceeds are earmarked for general corporate and working capital purposes.
Zeta Network Group is registering an offering of $6,000,000 principal amount of Senior 10% Original Issue Discount Convertible Promissory Notes (the First Tranche Notes), First Tranche Warrants to purchase up to 270,271 Class A Ordinary Shares, and 185,344 Class A Ordinary Shares as pre-delivery shares to be issued at the First Tranche Closing.
The First Tranche Notes convert immediately upon issuance at an initial conversion price equal to the lower of $18.51 or an Alternative Conversion Price (which is the greater of a $1.742 Floor Price subject to semiannual reset or 90% of a ten-trading-day lowest VWAP), subject to customary adjustments and ownership limits (9.99%). The First Tranche Warrants are exercisable at $18.51 and expire five years after initial exercise. The Purchase Agreement contemplates a conditional Second Tranche of up to $4,000,000 no sooner than May 12, 2026, which is not registered here. Shares were retroactively adjusted for a 1:100 Share Consolidation effective February 10, 2026, and Ordinary Shares trade on Nasdaq under the symbol ZNB.
Zeta Network Group reported that Chief Investment Officer Patrick Ngan resigned from his role effective March 6, 2026. The company states his departure is due to personal reasons and clarifies it does not stem from any disagreement over operations, policies, or practices.
Zeta Network Group is implementing a 1-for-100 reverse share split and share consolidation of its Class A and Class B ordinary shares. Beginning March 12, 2026, Class A shares will trade on Nasdaq on a split-adjusted basis under the symbol ZNB with a new CUSIP.
Each 100 Class A ordinary shares will automatically convert into one share, with fractional positions rounded up to the next whole share. Authorized Class A shares will change from 11,200,000,000 at par US$0.0025 to 112,000,000 at par US$0.25, and Class B from 1,600,000,000 to 16,000,000 on the same par value change.
Issued and outstanding Class A shares will change from 158,079,166 to approximately 1,580,792, and Class B from 480 to 5, with each holder maintaining the same ownership percentage aside from de minimis rounding effects. The consolidation is intended to help the company regain compliance with Nasdaq’s US$1.00 minimum bid price requirement and maintain its listing.
Zeta Network Group reported the results of an extraordinary general meeting where all proposals passed with 135,786,506 votes in favor and none against or abstaining. Shareholders authorized the board to carry out a reverse share split and share consolidation of the Company’s authorized and issued share capital at a ratio between one-for-five and up to one-for-one hundred, with par value per share adjusted accordingly. They also approved a related share sub-division to reset the capital structure, illustrated by an example moving the authorized capital from 112,000,000 Class A and 16,000,000 Class B shares at US$0.25 par value each to 700,000,000 Class A and 100,000,000 Class B shares at US$0.04 par value each. Special resolutions were passed to adopt new amended and restated memoranda and articles of association to implement these changes. In addition, shareholders approved a 2026 Equity Incentive Plan, reserving 26,695,000 Class A Ordinary Shares for future issuance, and an adjournment proposal.
Zeta Network Group has called an Extraordinary General Meeting for January 22, 2026 to seek shareholder approval for several capital and governance changes. The board proposes a reverse share split and share consolidation at a ratio between one-for-five and one-for-one hundred, which would reduce the number of authorised and issued Class A and Class B Ordinary Shares while increasing their par value. A subsequent share sub-division would then increase the number of shares and lower the par value again, with example figures showing a move to 700,000,000 Class A and 100,000,000 Class B shares at US$0.04 par value.
Shareholders are also being asked to adopt updated Eighth and Ninth Amended and Restated Memorandum and Articles of Association to reflect these capital structure changes. In addition, the meeting will vote on a 2026 Equity Incentive Plan, reserving 26,695,000 Class A Ordinary Shares for issuance, and on allowing adjournment of the meeting if more time is needed to secure proxies or update meeting materials.
Zeta Network Group (ZNB) filed its Form 20-F for the year ended June 30, 2025. The company reports a strategic shift from entertainment technology into Bitcoin-centric digital asset finance, integrating treasury management, liquidity aggregation and mining. Cryptocurrency mining operations began in Kazakhstan in April 2025, alongside a strategic partnership with SOLV Foundation.
As of June 30, 2025, there were 1,095,905 Class A ordinary shares and 480 Class B ordinary shares outstanding. Customer concentration was high, with one customer accounting for 100% of 2025 sales. The company notes significant Bitcoin price volatility and custodial counterparty risks that could affect results and share price.
Capital actions included a $31.6 million secured loan maturing July 24, 2028, a registered offering for $15 million in gross proceeds on October 7, 2025, and a private placement of units totaling $230,837,060 on October 15, 2025. ZNB previously regained compliance with Nasdaq’s $1.00 bid price rule in late 2024, but cautions about future compliance risk and potential volatility.
Zeta Network Group reported a completed private placement (PIPE) under a securities purchase agreement, selling units priced at $1.70 per unit, each consisting of one Class A ordinary share and a warrant to buy one share. The filing states estimated aggregate gross proceeds of $230,837,060.2, with the warrants immediately exercisable for 60 months at an exercise price of $2.55 per share. The consideration is payable by 2,000 SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol.
The transaction closed on October 17, 2025 and includes customary representations, warranties, covenants, and closing conditions. A press release announcing the pricing and signing was issued on October 15, 2025. The warrant form and the SPA are filed as exhibits to this report.
Zeta Network Group completed a registered direct offering, selling 800,000 Class A ordinary shares at $1.00 per share and pre-funded warrants to purchase up to 14,200,000 Class A ordinary shares at $0.9975 per warrant. The transaction closed on October 9, 2025 and generated approximately $15 million in gross proceeds, which the company plans to use for working capital and general corporate purposes.
The pre-funded warrants carry a $0.0025 per-share exercise price, are exercisable immediately, and include a 9.99% beneficial ownership limitation. As of this report, purchasers exercised pre-funded warrants for 800,000 shares, which the company has issued. Univest Securities acted as exclusive placement agent, earning a 7% cash fee on gross proceeds and up to $50,000 in reimbursed expenses. For 45 days from closing, the company agreed not to issue or announce new equity (with limited exceptions) or engage in variable rate transactions. The securities were offered under the company’s effective Form F-3 and an October 7, 2025 prospectus supplement.
Zeta Network Group announced a leadership change by appointing Patrick Ngan as its new Chief Investment Officer on October 8, 2025. The CIO role typically oversees how a company manages and allocates its investments, which can influence long-term capital deployment and growth plans. The company later issued a press release on October 10, 2025 to formally announce this appointment, which is attached to the report as an exhibit.