UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ZW Data Action Technologies Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
98880R109
(CUSIP Number)
December 10, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 98880R109
|
1.
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Names of Reporting Persons.
Mitchell P. Kopin
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
576,132
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
576,132
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
576,132 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9)
2.2% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
IN; HC
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CUSIP No. 98880R109
|
1.
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Names of Reporting Persons.
Daniel B. Asher
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|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
|
|
3.
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SEC Use Only
|
|
4.
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Citizenship or Place of Organization
United States of America
|
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
576,132
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
576,132
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
576,132 (see Item 4)
|
|
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
|
11.
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Percent of Class Represented by Amount in Row (9)
2.2% (see Item 4)
|
|
12.
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Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP No. 98880R109
|
1.
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Names of Reporting Persons.
Intracoastal Capital LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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|
3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
576,132
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|
7.
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Sole Dispositive Power
0
|
|
8.
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Shared Dispositive Power
576,132
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
576,132 (see Item 4)
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|
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
|
11.
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Percent of Class Represented by Amount in Row (9)
2.2% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
OO
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Item 1.
ZW Data Action Technologies Inc. (the “Issuer”)
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(b) |
Address of Issuer’s Principal
Executive Offices |
No. 9 South Min Zhuang Road
Haidian District, Beijing, PRC 100195
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
This Schedule 13G is being filed on behalf of (i) Mitchell P.
Kopin, an individual who is a citizen of the United States of
America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual
who is a citizen of the United States of America (“Mr.
Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited
liability company (“Intracoastal” and together with Mr.
Kopin and Mr. Asher, collectively the “Reporting
Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which the Reporting Persons have agreed to file this Schedule
13G jointly in accordance with the provisions of Rule 13d-1(k) of
the Securities Exchange Act of 1934, as amended.
The principal business office of Mr. Kopin and Intracoastal is 245
Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher is 111 W. Jackson
Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, par value $0.001 per share, of the Issuer (the
“Common Stock”).
(e) CUSIP Number
98880R109
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) and (b):
(i) Immediately following the execution of the Securities Purchase
Agreement with the Issuer on December 10, 2020 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the
Securities and Exchange Commission on December 11, 2020), each of
the Reporting Persons may have been deemed to have beneficial
ownership of 2,016,462 shares of Common Stock which consisted of
(i) 1,440,330 shares of Common Stock to be issued to Intracoastal
at the closing of the transaction contemplated by the SPA and (ii)
576,132 shares of Common Stock issuable upon exercise of a warrant
to be issued to Intracoastal at the closing of the transaction
contemplated by the SPA (the “Intracoastal Warrant”), and
all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 8.5% of the Common Stock,
based on (1) 21,741,926 shares of Common Stock outstanding as of
December 10, 2020 as reported by the Issuer, plus (2) 1,440,330
shares of Common Stock to be issued to Intracoastal at the closing
of the transaction contemplated by the SPA, (3) 576,132 shares of
Common Stock issuable upon exercise of the Intracoastal
Warrant.
(ii) As of the close of business on December 18, 2020, each of the
Reporting Persons may have been deemed to have beneficial ownership
of 576,132 shares of Common Stock issuable upon exercise of the
Intracoastal Warrant, and all such shares of Common Stock
represented beneficial ownership of approximately 2.2% of the
Common Stock, based on (1) 21,741,926 shares of Common Stock
outstanding as of December 10, 2020 as reported by the Issuer, plus
(2) 4,320,989 shares
of Common Stock issued at the closing of the transaction
contemplated by the SPA, and (3) 576,132 shares of Common Stock
issuable upon exercise of the Intracoastal Warrant.
(c) Number of shares as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
0
.
(ii) Shared power to vote or to direct the vote:
576,132
.
(iii) Sole power to dispose or to direct the disposition of
0
.
(iv) Shared power to dispose or to direct the disposition of
576,132
.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
| Date:
December 21, 2020 |
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| |
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/s/
Mitchell P. Kopin |
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Mitchell
P. Kopin |
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/s/
Daniel B. Asher |
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Daniel
B. Asher |
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Intracoastal
Capital LLC |
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By: |
/s/
Mitchell P. Kopin |
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|
Mitchell
P. Kopin, Manager |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule
13G may be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
| Date:
December 21, 2020 |
|
| |
|
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/s/
Mitchell P. Kopin |
| |
Mitchell
P. Kopin |
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|
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/s/
Daniel B. Asher |
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Daniel
B. Asher |
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Intracoastal
Capital LLC |
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By: |
/s/
Mitchell P. Kopin |
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|
Mitchell
P. Kopin, Manager |
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