Zeta Network Enters Securities Purchase Agreement to Issue $10M Convertible Notes

Zeta Network Group announced it has entered into a securities purchase agreement with certain institutional investors to issue and sell up to $10M 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, and warrants to purchase the company's Class A ordinary shares. The initial closing under the Purchase Agreement will involve an aggregate principal amount of $6M of Notes, resulting in gross proceeds to the company of $5.4M, and a number of Warrants determined by dividing $3M, half of the principal amount of the Notes, by the variable weighted average price of the Ordinary Shares on the trading day immediately prior to the closing date. 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. 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.