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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2025 (May 8, 2025)
ZW Data Action Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
|
001-34647 |
|
20-4672080 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
Room 1811, Xinghuo Keji Plaza, No. 2 Fufeng
Road,
Fengtai District, Beijing, CN 100070 |
(Address of Principal Executive
Offices and Zip Code)
|
Registrant’s telephone number, including area
code:
+86-10-60846616
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
|
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ |
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ |
|
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
|
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.001 |
|
CNET |
|
NASDAQ Capital Market |
Explanatory Note
On May 14, 2025, ZW Data Action Technologies Inc
(the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange
Commission, which included, among other disclosures, information regarding certain agreements entered into by the Company. The Company
is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) solely to correct inaccuracies regarding the number of shares
and the consideration amount disclosed in connection with the transaction contemplated under Agreement 3 (as defined below). No other
changes have been made to the Original report; however, this Amendment hereby restates and supersedes in its entirety the disclosures
included in the Original Report.
Item 1.01 Entry into a Material Definitive Agreement.
On May 8, 2025, ZW Data Action Technologies Inc.
(the “Company”) entered into a Securities Purchase Agreement (the “Agreement 1”) with Golden Harvest Trust
Limited (Business Registration Number: 75554628) in its capacity as trustee of InfiniteReach Investment Group Limited Trust (the “Purchaser
1”), pursuant to which the Purchaser 1 agreed to purchase 119,100 shares of common stock of the Company, par value $0.001 per
share for an aggregate purchase price of US$250,110, representing a purchase price of US$2.1 per share. The closing shall take place
on the date mutually agreed by the parties, subject to the closing conditions contained in the Agreement. On the date that the Agreement
1 was signed, the Purchaser 1 also entered into a lock-up agreement with the Company, whereby the Purchaser 1 agreed not to transfer
the shares until six-month anniversary of the date of the Agreement 1.
On May 8, 2025, the Company entered into a Securities
Purchase Agreement (the “Agreement 2”) with BlackSilver Trust (Hong Kong) Limited (Business Registration Number: 74239285)
in its capacity as trustee of the VividHorizon Trust (the “Purchaser 2”), pursuant to which the Purchaser 2 agreed
to purchase 119,100 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$250,110,
representing a purchase price of US$2.1 per share. The closing shall take place on the date mutually agreed by the parties, subject to
the closing conditions contained in the Agreement 2. On the date that the Agreement 2 was signed, the Purchaser 2 also entered into a
lock-up agreement with the Company, whereby the Purchaser 2 agreed not to transfer the shares until six-month anniversary of the date
of the Agreement 2.
On May 13, 2025, the Company entered into a Securities
Purchase Agreement (the “Agreement 3”) with Chaucer Investment & Consulting Limited, a Hong Kong business company
(Business Registration Number: 50180682) (the “Purchaser 3”), pursuant to which the Purchaser 3 agreed to purchase
132,400 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$278,040, representing
a purchase price of US$2.1 per share. The closing shall take place on the date mutually agreed by the parties, subject to the closing
conditions contained in the Agreement 3. On the date that the Agreement 3 was signed, the Purchaser 3 also entered into a lock-up agreement
with the Company, the Purchaser 3 agreed not to transfer the shares until six-month anniversary of the date of the Agreement 3.
Copies of the securities purchase agreements and
the lock-op agreements are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, and are incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure required by
this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The shares were sold without registration
under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act and Regulations D and S promulgated thereunder as sales to accredited investors and in reliance on similar
exemptions under applicable state laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description |
| 10.1 |
Securities
Purchase Agreement, dated May 8, 2025 (incorporated by reference to the Exhibit 10.1 of the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 14, 2025). |
| 10.2 |
Lock-Up Agreement, dated May 8, 2025 (incorporated by reference to the Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2025). |
| 10.3 |
Securities
Purchase Agreement, dated May 8, 2025 (incorporated by reference to the Exhibit 10.3 of the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 14, 2025). |
| 10.4 |
Lock-up Agreement, dated May 8, 2025 (incorporated by reference to the Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2025). |
| 10.5 |
Securities
Purchase Agreement, dated May 13, 2025 (incorporated by reference to the Exhibit 10.5 of the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 14, 2025). |
| 10.6 |
Lock-Up Agreement, dated May 13, 2025 (incorporated by reference to the Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2025). |
SIGNATURES
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 hereunto duly authorized.
| |
ZW DATA ACTION TECHNOLOGIES INC. |
| |
|
| Dated: September 4, 2025 |
|
| |
|
|
| |
By: |
/s/ Handong Cheng |
| |
|
Name: Handong Cheng |
| |
|
Title: Chief Executive Officer and Acting Chief Financial Officer |
