04/24/2026 | Press release | Distributed by Public on 04/24/2026 14:17
Item 3.03 Material Modification to Rights of Security Holders.
As previously disclosed, on February 3, 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-500, to be effected at such time or times within 12 months following the approval of the Company's stockholders. On February 3, 2026, FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED and Huan Liu, collectively holding shares of Class B Common Stock representing approximately 79.16% of the voting power of the issued and outstanding capital stock of the Company as of that date, approved and adopted the Proposed Amendments and the reverse stock splits through a written consent in lieu of a special meeting of stockholders. Such corporate actions became effective on March 10, 2026, which was 20 calendar days after the Company mailed the definitive information statement on Schedule 14C filed with the U.S. Securities and Exchange Commission on February 13, 2026.
Following the approval of the Company's stockholders, on March 23, 2026, the Board approved a reverse stock split (the "Reverse Stock Split") of the Common Stock at a ratio of 1-for-200 (the "Reverse Stock Split Ratio"). To implement the Reverse Stock Split, the Company filed its Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026. The Reverse Stock Split took effect at 8:00 a.m., Eastern Time, on April 20, 2026 (the "Effective Time").
At the Effective Time, every 200 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. The par value per share of the Common Stock remained unchanged. As a result of the Reverse Stock Split, the Company's issued and outstanding Class A Common Stock was reduced from 391,177,712 shares to 1,955,889 shares, and the Company's issued and outstanding Class B Common Stock was reduced from 690,875 shares to 3,455 shares. The Class A Common Stock of the Company is expected to begin trading on a split-adjusted basis on April 29, 2026, at which time the Class A Common Stock will be assigned a new CUSIP number (16307X301).
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.
The foregoing description of the Reverse Stock Split does not purport to be complete and is subject to and qualified in its entirety by reference to the Company's Certificate of Amendment to the Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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.