Cheetah Net Supply Chain Service Inc 8-K, filed Sep 23, 2026
Cheetah Net Supply Chain Service Inc. (CTNT)
About this 8-K
Cheetah Net Supply Chain Service Inc filed this 8-K on September 23, 2026, reporting on events of September 21, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
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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 | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THE CERTIFICATE OF INCORPORATION OF
CHEETAH NET SUPPLY CHAIN SERVICE INC.
Cheetah Net Supply Chain Service Inc., a corporation (the “Corporation”) organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:
| 1. | The name of the Corporation is Cheetah Net Supply Chain Service Inc., and the Corporation was originally incorporated pursuant to the General Corporation Law on February 2, 2026. |
| 2. | The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby amended as follows: |
Article IV of the Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 2,200,500,000 shares, consisting of:
| 1. | Preferred Stock: The Corporation is authorized to issue 500,000 shares of Preferred Stock, with a par value of $0.0001 per share (“Preferred Stock”). The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is hereby expressly authorized, by resolution or resolutions thereof, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series, the designation of such series, the powers, including voting powers, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The Common Stock, as defined below, shall be subject to the express terms of the Preferred Stock and any series thereof. |
| 2. | Common Stock: The Corporation is authorized to issue 2,200,000,000 shares of Common Stock, with a par value of $0.0001 per share (“Common Stock”). The Common Stock shall be divided into two classes: |
Class A Common Stock: The total number of shares of Class A Common Stock authorized to be issued is 2,000,000,000.
Class B Common Stock: The total number of shares of Class B Common Stock authorized to be issued is 200,000,000.
The rights, preferences, and limitations of the Class A Common Stock and Class B Common Stock are as follows:
Voting Rights: Class A Common Stock shall have a voting right of one (1) vote per share. Class B Common Stock shall have a voting right of fifteen (15) votes per share.
Conversion: The shares of Class B Common Stock are convertible into shares of Class A Common Stock at any time after issuance at the option of the holder on a one-to-one basis. The shares of Class A Common Stock are not convertible into shares of any other class.
At 8:00 a.m., Eastern Time, on September 21, 2026 (the “Effective Date”), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Date will, automatically and without any action on the part of the Corporation or any holder thereof, be combined and converted into that fraction of a share of Class A Common Stock of the Corporation as has been determined by the Board of Directors in its sole discretion at a ratio of one-for-150 shares of Class A Common Stock, and each share of Class B Common Stock issued and outstanding immediately prior to the Effective Date will, automatically and without any action on the part of the Corporation or any holder thereof, be combined and converted into that fraction of a share of Class B Common Stock of the Corporation as has been determined by the Board of Directors in its sole discretion at a ratio of one-for-150 shares of Class B Common Stock (collectively, the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. To the extent that any stockholder shall be deemed after the Effective Date as a result of the Reverse Stock Split to own a fractional share of Class A Common Stock or Class B Common Stock, such fractional share resulting from the Reverse Stock Split shall be rounded up to the nearest whole share. All numbers of shares and all amounts stated on a per share basis contained in this Amended Certificate of Incorporation are stated after giving effect to the Reverse Stock Split, and no further adjustment shall be made as a consequence of the Reverse Stock Split.
| 3. | This Certificate of Amendment to the Certificate of Incorporation as set forth above has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware by the stockholders and directors of the Corporation. |
| 4. | All other provisions of the Certificate of Incorporation remain in full force and effect. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed as of August 11, 2026.
| CHEETAH NET SUPPLY CHAIN SERVICE INC. | ||
| By: | /s/ Huan Liu | |
| Name: | Huan Liu | |
| Title: | Chief Executive Officer | |