STOCK TITAN

Cheetah Net sets $35.3M at-the-market stock plan

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cheetah Net Supply Chain Service Inc. (CTNT) entered into a Sales Agreement with Pacific Century Securities, LLC under which CTNT may, from time to time, offer and sell shares of its Class A common stock in an at the market offering having an aggregate offering price of up to $35,280,213.01. The company is not obligated to sell any shares and will direct timing, size, and price parameters through placement notices.

Pacific Century Securities will act as sales agent and will use commercially reasonable efforts to place shares on the Nasdaq Capital Market or other permitted venues. CTNT will pay the agent a 3.0% commission on aggregate gross proceeds from each sale and will reimburse specified expenses, including up to $100,000 for the initial offering, up to $14,000 per fiscal year for maintaining the agreement (capped at $5,000 per Representation Date), and up to $10,000 for each update to the ATM program.

The shares will be offered pursuant to a prospectus supplement dated August 21, 2026, filed with the SEC on August 24, 2026, to CTNT’s effective registration statement on Form S-3 (No. 333-281820). Legal opinions and the full Sales Agreement are filed as exhibits and incorporated by reference.

Positive

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Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
ATM offering capacity $35,280,213.01 aggregate offering price Maximum aggregate offering price of Class A common stock under the Sales Agreement
Sales Agent commission 3.0% of aggregate gross proceeds Commission payable to Pacific Century Securities, LLC on each sale of shares
Initial offering expense reimbursement cap $100,000 Maximum reimbursement to Sales Agent in connection with the initial offering
Annual maintenance reimbursement $14,000 per fiscal year, max $5,000 per Representation Date Reimbursement cap for maintaining the Sales Agreement each fiscal year
ATM program update reimbursement $10,000 per update Reimbursement cap for each update to the ATM program
Form S-3 registration number 333-281820 Registration statement used for the ATM prospectus supplement
Prospectus supplement date August 21, 2026 Date of the ATM prospectus supplement for the Class A common stock
at the market offering financial
"method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4)"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Sales Agreement financial
"entered into a sales agreement (the “Sales Agreement”) with Pacific Century Securities, LLC"
A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.
prospectus supplement regulatory
"The Shares will be offered and sold pursuant to a prospectus supplement dated August 21, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
registration statement on Form S-3 regulatory
"to the Company’s registration statement on Form S-3 (Registration No. 333-281820)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Representation Date financial
"maintenance of the Sales Agreement (subject to a maximum of $5,000 per Representation Date"
Offering Type ATM

FAQ

What at-the-market equity program did CTNT announce on August 21, 2026?

CTNT entered a Sales Agreement with Pacific Century Securities, LLC allowing it to sell Class A common stock in an at the market offering with an aggregate offering price of up to $35,280,213.01, to be sold from time to time at its discretion.

How much Class A common stock can CTNT sell under the new ATM program?

Cheetah Net Supply Chain Service Inc. (CTNT) may offer and sell shares of its Class A common stock having an aggregate offering price of up to $35,280,213.01 under the at the market Sales Agreement with Pacific Century Securities, LLC.

What commission will CTNT pay under the Sales Agreement for the ATM offering?

Under the Sales Agreement, CTNT will pay Pacific Century Securities, LLC a 3.0% commission on the aggregate gross proceeds from each sale of shares made through the at the market equity program.

What expense reimbursements did CTNT agree to provide the Sales Agent?

CTNT agreed to reimburse up to $100,000 for the initial offering, up to $14,000 per fiscal year for maintaining the Sales Agreement (capped at $5,000 per Representation Date), and up to $10,000 for each update to the ATM program.

Under which SEC registration statement will CTNT’s ATM shares be sold?

The ATM shares will be sold pursuant to a prospectus supplement dated August 21, 2026, filed August 24, 2026, to CTNT’s registration statement on Form S-3 (No. 333-281820), which was declared effective by the SEC on September 6, 2024.

Is CTNT required to sell shares under the new Sales Agreement?

No. CTNT is not obligated to sell any shares under the Sales Agreement. Sales will occur only if and when CTNT delivers placement notices specifying parameters such as price, time, and size.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

 

Date of Report (Date of earliest event reported): August 21, 2026

 

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)  (IRS Employer
Identification No.)

 

8707 Research Drive,
Irvine, California
  92618
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (949) 740-7799

 

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 1.01. Entry Into a Material Definitive Agreement.

 

On August 21, 2026, Cheetah Net Supply Chain Service Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Pacific Century Securities, LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), having an aggregate offering price of up to $35,280,213.01 (the “Shares”).

 

The Company is not obligated to sell any of the Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, upon delivery of a placement notice, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the Nasdaq Capital Market to sell the Shares from time to time based upon the Company’s instructions, including any price, time, or size limits specified by the Company in the applicable placement notice.

 

The Sales Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Class A Common Stock, or to or through a market maker.

 

The Sales Agent is under no obligation to purchase any of the Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in a placement notice.

 

The Company will pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of the Shares and has agreed to provide the Sales Agent and certain of its affiliates with customary indemnification and contribution rights, including for liabilities under the Securities Act.

 

The Company has also agreed to reimburse the Sales Agent for certain specified expenses, including up to $100,000 in connection with the initial offering, up to $14,000 per fiscal year in connection with the maintenance of the Sales Agreement (subject to a maximum of $5,000 per Representation Date, as defined in the Sales Agreement), and up to $10,000 in connection with each update to the ATM program, including the filing of a new registration statement, prospectus or prospectus supplement relating to the Class A Common Stock or an amendment to the Sales Agreement.

 

The Shares will be offered and sold pursuant to a prospectus supplement dated August 21, 2026 and filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 24, 2026 (the “ATM Prospectus Supplement”), to the Company’s registration statement on Form S-3 (Registration No. 333-281820), which was filed with the SEC on August 28, 2024 (the “Registration Statement”) and declared effective by the SEC on September 6, 2024.

 

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales 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.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

A copy of the legal opinion of McCarter & English, LLP regarding the legality of the Shares that may be issued pursuant to the ATM Prospectus Supplement is filed as Exhibit 5.1 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
5.1   Opinion of McCarter & English, LLP
10.1   Sales Agreement, dated August 21, 2026, by and between Cheetah Net Supply Chain Service Inc. and Pacific Century Securities, LLC
23.1   Consent of McCarter & English, LLP (contained in Exhibit 5.1)
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.

 

  Cheetah Net Supply Chain Service Inc.
     
Date: August 26, 2026 By: /s/ Huan Liu
    Huan Liu
    Chief Executive Officer, Interim Chief Financial Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer)

 

 

Filing Exhibits & Attachments

5 documents