UNITED ~~STATES~~ ~~SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT ~~REPORT~~ ~~PURSUANT~~REPORTPURSUANT TO SECTION 13 OR 15(d) OF ~~THE SECURITIES~~THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~March 126, ~~2025~~ 2026

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, par value $0.001		CNET		NASDAQ Capital Market

Item 53.0701. Notice ~~Submission~~ of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

~~The~~On March 26, 2026, ZW Data Action Technologies Inc., a Nevada corporation (the “Company”) ~~held~~received ~~its~~a ~~Annual~~notice ~~Meeting~~in the form of ~~stockholders~~a letter on(“Deficiency ~~December~~Letter”) 1,from ~~2025.~~the Nasdaq Listing Qualifications Department (the “Staff”) of The ~~voting~~Nasdaq ~~results~~Stock Market ~~are~~LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid asprice ~~follows:~~for the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”).

1.The Nasdaq ~~Election~~Deficiency Letter has no immediate effect on the listing of ~~Directors~~the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “CNET” at this time.

~~All~~In accordance ofwith Nasdaq Listing Rule 5810(c)(3)(A), the ~~following~~Company ~~seven~~has ~~nominees~~been ~~were~~given ~~elected~~180 calendar days, or until September 22, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before September 22, 2026, the bid price of the Company’s ~~Board~~common ofstock ~~Directors~~closes toat ~~serve~~$1.00 ~~until~~per ~~the~~share ~~next~~or ~~annual~~more ~~meeting~~for ~~and~~a ~~their~~minimum ~~successors~~of ~~have~~10 ~~been~~consecutive ~~elected~~business ~~and qualified~~days, inthe ~~accordance~~Staff ~~with~~will ~~the~~provide ~~voting~~written confirmation that ~~results~~the ~~listed~~Company ~~below~~has achieved compliance.

	For	Withheld	Broker Non-Votes
Handong Cheng	1,965,976	14,364	361,827
George Kai Chu	1,965,982	14,358	361,827
Zhiqing Chen	1,965,982	14,358	361,827
Chang Qiu	1,965,974	14,366	361,827
Chung Wang Yiu (Ron)	1,965,982	14,358	361,827
Fernando Chen I-Ting	1,965,841	14,499	361,827
Justin Tam	1,965,962	14,378	361,827

In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject to delisting.

2If the Company does not regain compliance by September 22, 2026, the Nasdaq Staff will provide written notice to the Company that its securities are subject to delisting. ~~Ratification~~At ofthat time, the Company’s ~~Independent~~may ~~Accountants~~appeal any such delisting determination to a Nasdaq hearings panel.

The Company intends to actively monitor the closing bid price for the Company’s ~~stockholders~~common ~~ratified~~stock ~~the~~between ~~appointment~~now ofand ~~ARK~~September ~~Pro~~22, ~~CPA~~2026 &and ~~Co.~~may, asif appropriate, evaluate available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. While the Company’s ~~independent~~is ~~accountants~~exercising ~~for~~diligent ~~fiscal~~efforts ~~2025~~to maintain the listing of its common stock on Nasdaq, inthere ~~accordance~~can ~~with~~be no assurance that the ~~voting~~Company ~~results~~will ~~listed~~be ~~below~~able to regain or maintain compliance with Nasdaq listing standards.

For		Against		Abstain		Broker Non-Votes
2,302,670		38,743		754		-

The Company, by filing this Form 8-K, discloses its receipt of the Nasdaq Deficiency Letter regarding the Minimum Bid Price Requirement in accordance with Nasdaq Listing Rule 5810(b).

3.Forward Looking ~~Ratification of the Company’s 2025 Omnibus Equity Incentive Plan.~~Statements

For		Against		Abstain		Broker Non-Votes
1,964,161		15,614		565		361,827

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

~~4. APPROVAL OF EXECUTIVE COMPENSATION.~~SIGNATURES

For		Against		Abstain		Broker Non-Votes
1,959,896		19,719		725		361,827

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.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

	ZW DATA ACTION TECHNOLOGIES INC.

Dated: March 27, 2026

	By:	/s/ Handong Cheng
		Name: Handong Cheng
		Title: Chief Executive Officer and Acting Chief Financial Officer

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: December 2, 2025	ZW Data Action Technologies, Inc.
	By: /s/ Handong Cheng
	Name: Handong Cheng
	Title: Chief Executive Officer

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