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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
November 7, 2025
Date of Report (Date of earliest event reported)
Cheetah Net Supply Chain Service Inc.
(Exact Name of Registrant as Specified in its Charter)
| North Carolina | |
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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth under Item 5.07 of this
Current Report on Form 8-K is incorporated by reference into this Item 5.03.
On November 7, 2025, Cheetah Net Supply Chain
Service Inc. (the “Company”) held the 2025 annual general meeting of stockholders (the “Annual Meeting”). Pursuant
to the results of the Annual Meeting, the Fourth Amended and Restated Articles of Incorporation of the Company, as in effect immediately
prior to the Annual Meeting, was amended and restated to be in the form of the Fifth Amended and Restated Articles of Incorporation attached
as Exhibit 3.1 hereto. Such exhibit is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the
matters described below.
(1) The Company’s stockholders elected five
directors, each to serve until the 2026 annual meeting of stockholders and until their respective successors have been elected and qualified
or until their earlier resignation or removal. The number of shares that (a) voted for the election of each director and (b) withheld
authority to vote for each director is summarized in the table below:
| Director Nominee |
|
Votes For |
|
Votes Withheld |
| Huan Liu |
|
8,530,785 |
|
80,505 |
| Xianggeng Huang |
|
8,550,656 |
|
60,634 |
| Xiangan Ruan |
|
8,552,826 |
|
58,464 |
| Huiping (Catherine) Chen |
|
8,510,640 |
|
100,650 |
| Huibo Deng |
|
8,528,550 |
|
82,740 |
There were 541,665broker non-votes with respect
to the election of the five directors. Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted
because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the
shares on a non-routine proposal.
(2) The Company’s stockholders ratified
the appointment of Assentsure PAC as the independent registered public accounting firm of the Company for the year ending December 31,
2025 (the “Appointment”). The number of shares that (a) voted for the Appointment, (b) voted against the Appointment, and
(c) withheld authority to vote for the Appointment is summarized in the table below:
| Votes For |
|
Votes Against |
|
Votes Withheld |
| 8,971,320 |
|
125,122 |
|
56,513 |
There were no broker non-votes with respect to
the ratification of the Appointment.
(3)
The Company’s stockholders approved the Company’s Fifth Amended and Restated Articles of Incorporation to effect a
reverse stock split of the issued shares of the Company’s common stock (“Common Stock”) at a ratio within a range from
any whole number between one-for-five to one-for-twenty, as determined by the Board in its sole discretion (the “Reverse Stock Split
Proposal”). The number of shares that (a) voted for the Reverse Stock Split Proposal, (b) voted against the Reverse Stock Split
Proposal , and (c) withheld authority to vote for the Reverse Stock Split Proposal is summarized in the table below:
| Votes For |
|
Votes Against |
|
Votes Withheld |
| 8,768,368 |
|
381,655 |
|
2,932 |
There
were no broker non-votes with respect to the approval of the Company’s 2024 Fifth Amended and Restated Articles of Incorporation.
(4)
The Company’s stockholders approved the Company’s potential issuance in excess of 20% of our outstanding Common Stock upon
the conversion of certain convertible notes at a conversion price per share that is less than the “minimum price” under Nasdaq
Listing Rule 5635, if required pursuant to the terms of any such convertible note (the “Issuance Proposal”).The
number of shares that (a) voted for the Issuance Proposal , (b) voted against the Issuance Proposal , and (c) withheld authority to vote
for the Issuance Proposal is summarized in the table below:
| Votes For |
|
Votes Against |
|
Votes Withheld |
| 8,461,433 |
|
149,150 |
|
707 |
There
were 541,665 broker non-votes with respect to the Issuance Proposal.
(5)
The Company’s stockholders approved the Company’s one or more adjournments of the annual meeting to a later date or dates,
if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of proposals 1 to 4 or to
constitute a quorum, as described in this proxy statement (the “One Or More Adjournments”). The number of shares that
(a) voted for the One Or More Adjournments , (b) voted against the One Or More Adjournments , and (c) withheld authority to vote for the
One Or More Adjournments is summarized in the table below:
| Votes For |
|
Votes Against |
|
Votes Withheld |
| 8,919,992 |
|
224,410 |
|
8,553 |
There
were no broker non-votes with respect to the One Or More Adjournments.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit |
| 3.1 |
|
Fifth Amended and Restated Articles 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: November 13, 2025
| |
Cheetah Net Supply Chain Service Inc. |
| |
|
|
| |
By: |
/s/ Huan Liu |
| |
|
Huan Liu |
| |
|
Chief Executive Officer, Director, and Chairman of the Board of Directors |
