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.