[8-K] ZW Data Action Technologies Inc. Reports Material Event

Rhea-AI Filing Summary

ZW Data Action Technologies (CNET) announced an agreement to acquire 9.9% of Modest Attack Limited. The consideration totals $625,000 in cash and the issuance of 150,000 shares of CNET common stock, which the parties value at $2.50 per share (aggregate stock value $375,000). The transaction was signed on October 28, 2025 by the company’s wholly owned subsidiary, CNET Technology Limited, and is subject to customary closing conditions.

This structure blends cash outlay with equity issuance, adding a modest number of new shares while preserving cash. The company attached the purchase agreement as Exhibit 10.1.

Insights

Equity capital markets analyst

Small strategic stake using cash plus limited share issuance.

ZW Data Action Technologies is acquiring 9.9% of Modest Attack Limited for a mix of $625,000 cash and 150,000 shares valued at $2.50 each (stock value $375,000). This balances immediate cash outflow with equity consideration to complete the deal.

The agreement, signed on October 28, 2025, is subject to customary closing conditions. The impact depends on closing and any subsequent operational collaboration with Modest; specifics are not detailed in the excerpt.

Key items: closing under the stated conditions and confirmation of the share issuance terms at settlement. Subsequent filings may provide additional integration or financial contribution details.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 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.)

8/F. 29 Des Voeux Road Central, Central,

Hong Kong Special Administrative Region of the People’s Republic of China

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: +852 2669-8078

___________________________________________

(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		CNET		NASDAQ Capital Market

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2025, CNET Technology Limited (the “Purchaser”), a wholly-owned subsidiary of ZW Data Action Technologies Inc. (the “Company”) in the British Virgin Islands, entered into a purchase agreement (the “Acquisition Agreement”) with Fun Star Group INC., a British Virgin Islands company (the “Seller”) and Modest Attack Limited, a British Virgin Islands company (“Modest”), pursuant to which the Seller will sell its 9.9% equity interests in Modest (the “Equity Interests”) to the Purchaser. In consideration for the Equity Interests, the Purchaser shall pay to the Seller $625,000 in cash and cause the Company to issue 150,000 shares of common stock of the Company, having a total value of $375,000 and valued at $2.50 per share, to the Seller. The closing of the acquisition is subject to customary terms and conditions as set forth in the Acquisition Agreement.

A copy of the Acquisition Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Purchase Agreement, dated October 28, 2025

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 hereunto duly authorized.

Dated: October 29, 2025		ZW Data Action Technologies Inc.
	By:	/s/ Handong Cheng
		Name: Handong Cheng Title: Chief Executive Officer and Acting Chief Financial Officer

FAQ

What did ZW Data Action Technologies (CNET) agree to acquire?

A 9.9% equity interest in Modest Attack Limited through a subsidiary.

What is the consideration for CNET’s Modest stake?

$625,000 in cash plus 150,000 shares of CNET common stock valued at $2.50 per share (stock value $375,000).

Who are the parties to the agreement?

The purchaser is CNET Technology Limited (a wholly owned subsidiary). The seller is Fun Star Group INC.

Are there conditions to closing?

Yes. The closing is subject to customary terms and conditions in the purchase agreement.

When was the agreement signed?

On October 28, 2025.

Where can I find the full terms?

See Exhibit 10.1, the purchase agreement incorporated by reference.