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 13, 2020
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.) |
|
No. 9 South Min Zhuang Road Haidian District, Beijing, PRC 100195 |
|
(Address of Principal Executive Offices and Zip Code) +86-10-60846616 |
Registrant’s telephone number, including area code:
|
ChinaNet Online Holdings, Inc. |
(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 |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 14, 2020, the registrant (“we,” “our,” or the “Company”) changed its corporate name from ChinaNet Online Holdings, Inc. to ZW Data Action Technologies Inc.. As previously reported, our shareholders approved the name change as part of the Company’s annual shareholder meeting held on October 12, 2020. The Company filed the Certificate of Amendment to Articles of Incorporation (the “Certificate of Amendment”) effecting the name change with the Secretary of State of the State of Nevada on October 13, 2020.
In connection with the name change, our common stock will also begin being traded under a new CUSIP number, 98880R109, at such time. The Nasdaq ticker symbol of our common stock remains unchanged. Following the name change, the stock certificates, which reflect our prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.
A copy of the Certificate of Amendment we filed with the Secretary of State of the State of Nevada is being filed herewith as Exhibit 3.1.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On October 14, 2020, we issued a press release announcing the name change. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation | |
| 99.1 | Press Release dated October 14, 2020. |
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 14, 2020 | ZW Data Action Technologies Inc. |
| By: /s/ Cheng Handong | |
| Name: Cheng Handong | |
| Title: Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation | |
| 99.1 | Press Release dated October 14, 2020. |
EXHIBIT 3.1
Reasonable care is exercised in the completion of all requests, however, as the responsibility for the accuracy of the public records rests with the filing officer, we accept no liability for the report contained herein. Name : ChinaNet Online Holdings, Inc. Service : Filing Domestic Amendment Jurisdiction : US - NV - Secretary of State Thru Date: 10/13/2020 Results : File No. 20200974729
Certified Copy 10/13/2020 8:55:04 AM Work Order Number: Reference Number: Through Date: Corporate Name: W2020101300290 20200974733 10/13/2020 8:55:04 AM ZW Data Action Technologies Inc. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Document Number Description Number of Pages 20200974729 Amendment After Issuance of Stock 1 Certified By: Rhonda Tuin Certificate Number: B202010131141264 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888
Filed in the Office of Secretary of State State Of Nevada Business Number E0733532006 - 9 Filing Number 20200974729 Filed On 10/13/2020 8:33:00 AM Number of Pages 1
NEVADA STATE BUSINESS LICENSE ZW Data Action Technologies Inc. Nevada Business Identification # NV20061324797 Expiration Date: 10/31/2020 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada . Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived . Certificate Number: B202010131141260 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 10/13/2020. BARBARA K. CEGAVSKE Secretary of State
EXHIBIT 99.1
ChinaNet Online Holdings, Inc. Announces Effectiveness of Corporate Name Change
BEIJING, Oct. 14, 2020 (GLOBE NEWSWIRE) -- ChinaNet Online Holdings, Inc. (Nasdaq: CNET) ("ChinaNet" or the "Company"), an integrated online advertising, precision marketing, data analytics and other value-added services provider serving enterprise clients, today announced that its corporate name change from “ChinaNet Online Holdings, Inc.” to “ZW Data Action Technologies Inc.” became effective on October 14, 2020. In connection with the name change, our common stock will also begin being traded under a new CUSIP number, 98880R109, at such time. The Nasdaq ticker symbol for the Company’s common stock remains unchanged. Trading under the new name and CUSIP will begin on October 14, 2020.
About ChinaNet Online Holdings, Inc.
Established in 2003 and headquartered in Beijing, China, ChinaNet Online Holdings, Inc. (“ChinaNet” or the “Company”) offers online advertising, precision marketing, data analytics and other value-added services for enterprise clients. Leveraging its fully integrated services platform, proprietary database, and cutting-edge algorithms, ChinaNet delivers customized, result-driven business solutions for small and medium-sized enterprise clients in China. The Company also develops blockchain and artificial intelligence enabled web/mobile applications and software solutions for general public, enterprise clients, and government agencies. More information about the Company can be found at: www.chinanet-online.com.
Safe Harbor Statement
This release contains certain "forward-looking statements" relating to the business of ChinaNet Online Holdings, Inc., which can be identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "estimates" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including business uncertainties relating to government regulation of our industry, market demand, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on ChinaNet's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting ChinaNet will be those anticipated by ChinaNet. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. ChinaNet undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
For more information, please contact:
Tony Tian, CFA
Weitian Group LLC
Email: ttian@weitianco.com
Phone: +1 732-910-9692