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.