Cheetah Net Supply Chain Service Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
On November 7, 2025, Cheetah Net Supply Chain Service Inc. (the “Company”) held the 2025 annual general meeting of stockholders (the “Annual Meeting”). Pursuant to the results of the Annual Meeting, the Fourth Amended and Restated Articles of Incorporation of the Company, as in effect immediately prior to the Annual Meeting, was amended and restated to be in the form of the Fifth Amended and Restated Articles of Incorporation attached as Exhibit 3.1 hereto. Such exhibit is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the matters described below.
(1) The Company’s stockholders elected five directors, each to serve until the 2026 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director is summarized in the table below:
| Director Nominee | Votes For | Votes Withheld | ||
| Huan Liu | 8,530,785 | 80,505 | ||
| Xianggeng Huang | 8,550,656 | 60,634 | ||
| Xiangan Ruan | 8,552,826 | 58,464 | ||
| Huiping (Catherine) Chen | 8,510,640 | 100,650 | ||
| Huibo Deng | 8,528,550 | 82,740 |
There were 541,665broker non-votes with respect to the election of the five directors. Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.
(2) The Company’s stockholders ratified the appointment of Assentsure PAC as the independent registered public accounting firm of the Company for the year ending December 31, 2025 (the “Appointment”). The number of shares that (a) voted for the Appointment, (b) voted against the Appointment, and (c) withheld authority to vote for the Appointment is summarized in the table below:
| Votes For | Votes Against | Votes Withheld | ||
| 8,971,320 | 125,122 | 56,513 |
There were no broker non-votes with respect to the ratification of the Appointment.
(3) The Company’s stockholders approved the Company’s Fifth Amended and Restated Articles of Incorporation to effect a reverse stock split of the issued shares of the Company’s common stock (“Common Stock”) at a ratio within a range from any whole number between one-for-five to one-for-twenty, as determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”). The number of shares that (a) voted for the Reverse Stock Split Proposal, (b) voted against the Reverse Stock Split Proposal , and (c) withheld authority to vote for the Reverse Stock Split Proposal is summarized in the table below:
| Votes For | Votes Against | Votes Withheld | ||
| 8,768,368 | 381,655 | 2,932 |
There were no broker non-votes with respect to the approval of the Company’s 2024 Fifth Amended and Restated Articles of Incorporation.
(4) The Company’s stockholders approved the Company’s potential issuance in excess of 20% of our outstanding Common Stock upon the conversion of certain convertible notes at a conversion price per share that is less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of any such convertible note (the “Issuance Proposal”).The number of shares that (a) voted for the Issuance Proposal , (b) voted against the Issuance Proposal , and (c) withheld authority to vote for the Issuance Proposal is summarized in the table below:
| Votes For | Votes Against | Votes Withheld | ||
| 8,461,433 | 149,150 | 707 |
There were 541,665 broker non-votes with respect to the Issuance Proposal.
(5) The Company’s stockholders approved the Company’s one or more adjournments of the annual meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of proposals 1 to 4 or to constitute a quorum, as described in this proxy statement (the “One Or More Adjournments”). The number of shares that (a) voted for the One Or More Adjournments , (b) voted against the One Or More Adjournments , and (c) withheld authority to vote for the One Or More Adjournments is summarized in the table below:
| Votes For | Votes Against | Votes Withheld | ||
| 8,919,992 | 224,410 | 8,553 |
There were no broker non-votes with respect to the One Or More Adjournments.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit | |
| 3.1 | Fifth Amended and Restated Articles 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: November 13, 2025
| Cheetah Net Supply Chain Service Inc. | ||
| By: | /s/ Huan Liu | |
| Huan Liu | ||
| Chief Executive Officer, Director, and Chairman of the Board of Directors | ||