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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
June 26, 2026
Date of Report (Date of earliest event
reported)
Cheetah Net Supply Chain Service Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | |
001-41761 | |
81-3509120 |
(State or other jurisdiction of incorporation) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
8707
Research Drive, Irvine, California |
|
92618 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(949) 740-7799
Registrant’s telephone number, including
area code
N/A
(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:
| ¨ |
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)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Class A Common Stock |
|
CTNT |
|
The Nasdaq Stock Market LLC |
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 x
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.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed in a Current Report on
Form 8-K dated April 2, 2026, Cheetah Net Supply Chain Service Inc., a Delaware corporation (the “Company”), and AC Sunshine
Securities LLC (the “Sales Agent”) entered into that certain sales agreement, dated March 31, 2026, by and between the Company
and the Sales Agent (the “Sales Agreement”), pursuant to which the Company may offer and sell, from time to time, shares of
the Company’s Class A common stock, par value $0.0001 per share, through the Sales Agent in an “at-the-market” offering.
On June 26, 2026, the Company and the Sales Agent
entered into a Mutual Termination Agreement, pursuant to which the parties mutually agreed to terminate the Sales Agreement, effective
as of the close of business on June 26, 2026. The Sales Agreement related to the offer and sale from time to time of shares of the Company’s
Class A common stock, par value $0.0001 per share, pursuant to the Company’s registration statement on Form S-3, File No. 333-281820,
including the prospectus supplement relating to the offering of shares of Class A common stock pursuant to the Sales Agreement. On April
29, 2026, the Company effected a 1-for-200 reverse stock split of its issued and outstanding shares of common stock. Prior to the effectiveness
of the reverse stock split, the Company sold an aggregate of 355,000,000 shares of Class A common stock pursuant to the Sales Agreement,
representing 1,775,000 shares of Class A common stock as adjusted to give effect to the reverse stock split. From April 29, 2026 through
June 18, 2026, following the effectiveness of the reverse stock split, the Company sold an aggregate of 1,000,000 shares of Class A common
stock pursuant to the Sales Agreement. Accordingly, prior to the termination of the Sales Agreement, the Company sold an aggregate of
2,775,000 shares of Class A common stock pursuant to the Sales Agreement, after giving effect to the reverse stock split.
As of the termination date, no placement notice
under the Sales Agreement remained in effect. The Sales Agent acknowledged that, as of the termination date, no amounts, fees or expenses
were due to the Sales Agent from the Company.
The foregoing description of the Mutual Termination
Agreement is not complete and is qualified in its entirety by reference to the full text of the Mutual Termination Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Mutual Termination Agreement, dated June 26, 2026, by and between Cheetah Net Supply Chain Service Inc. and AC Sunshine Securities LLC. |
| |
|
|
| 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.
Date: June 29, 2026
| |
Cheetah Net Supply Chain Service Inc. |
| |
|
|
| |
By: |
/s/ Huan Liu |
| |
|
Huan Liu |
| |
|
Chief Executive Officer, Interim Chief Financial Officer, Director, and Chairman of the Board of Directors |