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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
September 21, 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 3.03 — Material Modification to Rights of Security Holders
As previously disclosed in the Company’s
Definitive Information Statement on Schedule 14C filed with the U.S. Securities and Exchange Commission on July 6, 2026, on June 16, 2026,
the board of directors (the “Board”) of Cheetah Net Supply Chain Service Inc., a Delaware corporation (the “Company”),
approved and adopted one or more potential amendments (the “Proposed Amendments”) to the Certificate of Incorporation
of the Company (the “Certificate of Incorporation”) to effect one or more reverse stock splits of the Company’s
issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), consisting of Class
A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per
share (“Class B Common Stock”), at such ratio or ratios as shall be determined by the Board in its sole discretion,
provided that the aggregate ratio of all such reverse stock splits shall not exceed 1-for-2,000, to be effected within eighteen months
following the approval of the Company’s stockholders. On the same day, holders of a majority of the voting power of the issued and
outstanding capital stock of the Company approved and adopted the Proposed Amendments and the reverse stock splits by written consent
in lieu of a meeting of stockholders.
Following the approval of the Company’s
stockholders, on August 11, 2026, the Board approved a reverse stock split (the “Reverse Stock Split”) of the Common
Stock at a ratio of 1-for-150 (the “Reverse Stock Split Ratio”). To implement the Reverse Stock Split, the Company
filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on September
15, 2026. The Certificate of Amendment became effective at 8:00 a.m., Eastern Time, on September 21, 2026 (the “Effective Time”).
At the Effective Time, every 150 shares of Common Stock outstanding were automatically combined into one new share of Common Stock. No
fractional shares were issued in connection with the Reverse Stock Split; any fractional shares resulting from the Reverse Stock Split
were rounded up to the nearest whole share at the participant level. The par value per share of the Common Stock remained unchanged. The
Company’s Class A Common Stock is expected to begin trading on a post-split basis on The Nasdaq Capital Market at the market open
on September 28, 2026, under the existing trading symbol “CTNT” and a new CUSIP number, 16307X400.
As of September 22, 2026, the Company had 199,805,935
shares of Class A Common Stock and 203,456 shares of Class B Common Stock issued and outstanding, in each case on a pre-split basis. After
giving effect to the Reverse Stock Split and subject to adjustment for the treatment of fractional shares, such amounts correspond to
approximately 1,332,040 shares of Class A Common Stock and approximately 1,357 shares of Class B Common Stock on a post-split basis. Additionally,
at the Effective Time, proportionate adjustments were made to the Company’s Amended and Restated 2024 Stock Incentive Plan based
on the Reverse Stock Split Ratio, including adjustments to the number of shares available for awards and the exercise price of outstanding
awards.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information set forth under Item 3.03 of this
Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation of the Company |
| 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: September 23, 2026
| |
Cheetah Net Supply Chain Service Inc. |
| |
|
|
| |
By: |
/s/ Huan Liu |
| |
|
Huan Liu |
| |
|
Chief Executive Officer, Director, and Chairman of the Board of Directors |