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 July 25, 2024, Cheetah Net Supply Chain Service Inc., a North Carolina corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for a follow-on offering (the “Offering”) of 6,479,663 shares of its Class A common stock, par value $0.0001 per share, at a price of $0.23 per share.
Pursuant to the Purchase Agreement, the Investors have the right of participation (on a pro-rata basis) in certain equity linked financings undertaken by the Company up to 30% of the amount of such financings for four months following the closing of the Offering. Further, until 90 days after the closing of the Offering, the Company shall not issue certain securities (or enter into any agreement with respect thereto), subject to certain customary exceptions.
The Company’s securities described above were offered pursuant to an effective registration statement on Form S-1 (SEC File No. 333-280743), that was previously filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2024, and declared effective on July 15, 2024 (the “Registration Statement”). The Company filed the final prospectus, dated July 26, 2024 for the Offering, forming a part of the Registration Statement. The Registration Statement and the final prospectus relating to this offering are available on the SEC’s website at www.sec.gov.
The Company also entered into Placement Agency Agreement dated July 25, 2024 (the “Placement Agency Agreement”) with FT Global Capital, Inc., who acted as the exclusive placement agent on a best efforts basis in connection with this Offering (the “Placement Agent”). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 7.25% of the aggregate purchase price for the shares of Class A common stock sold in the Offering, and to reimburse the Placement Agent for its expenses up to $90,000 in the aggregate.
Pursuant to the Purchase Agreement and the Placement Agency Agreement, each of the Company’s directors, officers, and beneficial owners of 5% or more of the Company’s securities, have entered into lock-up agreements that generally prohibit the sale, transfer, or other disposition of the Company’s securities, without the prior written consent of the Placement Agent, for a period of 90 days following the date of the final prospectus.
The Offering closed on July 26, 2024.
The Company intends to use the net proceeds received from the offering for working capital and general corporate purposes.
A copy of the Placement Agency Agreement and the form of the Purchase Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of the Placement Agency Agreement and the Purchase Agreement do not purport to be a complete description of each of the documents described in this report and are qualified in their entirety by such documents.
Item 7.01 Regulation FD Disclosure.
On July 25, 2024, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto.
On July 26, 2024, the Company issued a press release regarding the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 hereto.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this report in such filing.
| Item 9.01. | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Placement Agency Agreement dated July 25, 2024 by and between the Company and the Placement Agent | |
| 10.2 | Form of Securities Purchase Agreement dated July 25, 2024 by and between the Company and the Purchasers | |
| 99.1 | Press Release dated July 25, 2024 on Pricing of the Offering | |
| 99.2 | Press Release dated July 26, 2024 on Closing of the Offering | |
| 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: July 26, 2024
| Cheetah Net Supply Chain Service Inc. | ||
| By: | /s/ Huan Liu | |
| Huan Liu | ||
| Chief Executive Officer, Director, and Chairman of the Board of Directors | ||