STOCK TITAN

Cheetah Net (NASDAQ: CTNT) launches $100M at-the-market stock offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cheetah Net Supply Chain Service Inc. entered a sales agreement allowing at-the-market offerings of up to $100,000,000 of its Class A common stock through AC Sunshine Securities LLC as sales agent. The company may issue shares from time to time at prevailing market prices via this arrangement.

Under the agreement, Cheetah Net will pay the sales agent a 3.0% commission on gross proceeds and reimburse specified expenses. Of the total capacity, $70,000,000 of shares will be offered under a prospectus supplement to the company’s effective Form S-3 shelf registration.

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Insights

Cheetah Net sets up a $100M at-the-market stock issuance channel.

Cheetah Net Supply Chain Service Inc. has arranged an at-the-market (ATM) equity program for up to $100,000,000 of Class A common stock with AC Sunshine Securities as sales agent. ATMs let a company sell small blocks of shares over time at market prices.

The agreement sets a 3.0% commission on gross proceeds and outlines capped reimbursements for initial, annual, and refresh expenses. Of this capacity, $70,000,000 is covered by a prospectus supplement under the effective Form S-3 shelf registration dated September 6, 2024.

The arrangement provides a flexible mechanism to raise equity whenever management delivers placement notices. Actual dilution and cash raised will depend on future share sale volumes and pricing as disclosed in subsequent updates or periodic reports.

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, and exhibit attachments filed with this report.
ATM program size $100,000,000 Maximum aggregate offering price of Class A common stock under sales agreement
Prospectus supplement capacity $70,000,000 Portion of ATM shares offered under April 2, 2026 prospectus supplement
Sales agent commission 3.0% of gross proceeds Commission payable to AC Sunshine Securities on each sale
Initial expense reimbursement cap $100,000 Maximum reimbursement to sales agent for initial offering expenses
Annual maintenance reimbursement cap $14,000 per fiscal year Maximum reimbursement for annual maintenance of sales agreement
Program refresh reimbursement cap $10,000 per refresh Maximum reimbursement per new registration, prospectus, or amendment
Shelf registration effective date September 6, 2024 SEC effectiveness date of Form S-3 Registration No. 333-281820
Sales agreement date March 31, 2026 Execution date of sales agreement with AC Sunshine Securities
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 AC Sunshine 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
"$70,000,000 of the Shares will be offered and sold pursuant to the prospectus supplement"
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 registration statement on Form S-3 (Registration Number 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.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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): March 31, 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 March 31, 2026, Cheetah Net Supply Chain Service Inc. (the “Company”), entered into a sales agreement (the “Sales Agreement”) with AC Sunshine 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 $100,000,000 (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) promulgated 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 separately 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 annual maintenance of the Sales Agreement, and up to $10,000 for each program “refresh” (including the filing of a new registration statement, prospectus, or prospectus supplement relating to the Class A Common Stock, and/or an amendment of the Sales Agreement).

 

$70,000,000 of the Shares will be offered and sold pursuant to the prospectus supplement, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2026 (the “ATM Prospectus Supplement”), to the registration statement on Form S-3 (Registration Number 333-281820), which was filed by the Company 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 is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith 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 Hunter Taubman Fischer & Li LLC regarding the legality of the Shares that may be issued pursuant to the ATM Prospectus Supplement is attached to this Current Report on Form 8-K as Exhibit 5.1 and is incorporated by reference to the ATM Prospectus Supplement.

  

Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
5.1   Opinion of Hunter Taubman Fischer & Li LLC
10.1   Sales Agreement, dated March 31, 2026, by and between Cheetah Net Supply Chain Service Inc. and AC Sunshine Securities LLC
23.1   Consent of Hunter Taubman Fischer & Li LLC (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: April 2, 2026 By: /s/ Huan Liu
    Huan Liu
   

Chief Executive Officer, Director, and Chairman of the Board of Directors

(Principal Executive Officer)

 

 

 

FAQ

What capital-raising arrangement did Cheetah Net (CTNT) disclose in this 8-K?

Cheetah Net disclosed a sales agreement for an at-the-market (ATM) offering of up to $100,000,000 of Class A common stock, using AC Sunshine Securities LLC as sales agent to sell shares from time to time at prevailing market prices.

How much stock can Cheetah Net (CTNT) sell under the new at-the-market program?

The company may sell Class A common stock with an aggregate offering price of up to $100,000,000. Of this total capacity, $70,000,000 of shares will be offered and sold under a specific ATM prospectus supplement tied to its existing Form S-3 shelf registration.

What fees will Cheetah Net (CTNT) pay to AC Sunshine Securities under the ATM agreement?

Cheetah Net will pay AC Sunshine Securities a 3.0% commission on aggregate gross proceeds from each share sale, plus reimburse up to $100,000 for initial offering expenses, up to $14,000 annually for maintenance, and up to $10,000 for each program refresh or new related filing.

Is Cheetah Net (CTNT) required to sell shares under this at-the-market agreement?

The company is not obligated to sell any shares under the sales agreement. Sales occur only when Cheetah Net delivers a placement notice, after which the sales agent uses commercially reasonable efforts to sell stock in accordance with the company’s specified price, time, or size limits.

How will Cheetah Net’s (CTNT) at-the-market shares be sold in the market?

Shares may be sold in transactions deemed an "at the market offering" under Rule 415(a)(4), including sales directly on the Nasdaq Capital Market, on other existing trading markets for the stock, or through market makers, following the company’s placement instructions and applicable regulations.

Which SEC registration statement covers Cheetah Net’s (CTNT) new ATM prospectus supplement?

The ATM prospectus supplement covering $70,000,000 of shares relates to Cheetah Net’s registration statement on Form S-3, Registration Number 333-281820, which the company filed on August 28, 2024 and which the SEC declared effective on September 6, 2024.

Filing Exhibits & Attachments

5 documents