Form 8-K CHEETAH NET SUPPLY CHAIN For: Mar 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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) | ||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE