UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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1.01 Entry into a Material Definitive Agreement.
On August 23, 2024, ZW Data Action Technologies Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Fryhigh Fintech Holdings Limited (the “Purchaser”), pursuant to which the Purchaser agreed to purchase 358,424 shares of common stock of the Company, par value $0.001 per share (the “Shares”) for an aggregate purchase price of US$268,818 (the “Purchase Price”). 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 was signed, the Purchaser also entered into a lock-up agreement (the “Lock-Up Agreement”) with the Company, whereby the Purchaser agreed not to transfer the Shares until six-month anniversary of the date of the Agreement.
Copies of the Agreement and the Lock-Up Agreement are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 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 August 23, 2024 |
| 10.2 | Lock-Up Agreement, dated August 23, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 27, 2024 | ||
| By: | /s/ Handong Cheng | |
| Name: Handong Cheng | ||
| Title: Chief Executive Officer and Acting Chief Financial Officer | ||