Zeta Network Group completed the initial closing of its registered direct offering by issuing $6 million of senior 10% OID convertible promissory notes on March 12, 2026, generating $5.4 million in gross proceeds. Concurrently, the company issued warrants valued at $3 million divided by the VWAP of its Class A ordinary shares prior to a 1-for-100 share consolidation.

The convertible notes carry a 10% original issue discount, bear no cash interest, mature 12 months after issuance and are immediately convertible into ordinary shares at a variable conversion price subject to a preset floor. Conversion rights are exercisable upon issuance, with certain customary exceptions.

Each warrant is exercisable immediately upon issuance for five years at an exercise price equal to the initial conversion price of the notes. The warrants include standard anti-dilution adjustments to protect holders against share issuances at lower prices.

A second closing for the remaining notes and warrants is anticipated no sooner than May 12, 2026, subject to customary closing conditions. Maxim Group LLC is serving as the sole placement agent for the offering, which is registered under an effective Form F-3 shelf registration statement.