Form 8-K
8-K — CHEETAH NET SUPPLY CHAIN SERVICE INC.
Accession: 0001104659-26-076373
Filed: 2026-06-22
Period: 2026-06-15
CIK: 0001951667
SIC: 5010 (WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — tm2618435d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2618435d1_ex10-1.htm)
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8-K — FORM 8-K
8-K (Primary)
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2026-06-15
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or
15(d) of the
Securities Exchange Act of 1934
June 15, 2026
Date of Report (Date of earliest event
reported)
Cheetah Net Supply Chain Service Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-41761
81-3509120
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
8707
Research Drive,
Irvine, California
92618
(Address of Principal Executive Offices)
(Zip Code)
(949) 740-7799
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
¨
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Class A Common Stock
CTNT
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2026, Cheetah Net Supply Chain Service
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Huan Liu, the
Company’s Chief Executive Officer, Interim Chief Financial Officer, director, and Chairman of the Board of Directors (the “Purchaser”),
pursuant to which the Company issued and sold to the Purchaser 200,000 shares (the “Shares”) of the Company’s Class
B common stock, par value $0.0001 per share (the “Class B Common Stock”), at a purchase price of $2.00 per share, for aggregate
gross proceeds to the Company of $400,000.
The foregoing description of the Purchase Agreement
and the transaction contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text
of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
The Shares were issued and sold in a private placement
transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation
S promulgated under the Securities Act and/or, to the extent applicable, Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D promulgated thereunder. The Purchaser represented that he was acquiring the Shares for investment purposes and not with a view to, or
for sale in connection with, any distribution thereof in violation of the Securities Act, and the Shares were issued as restricted securities.
The Company did not engage in any general solicitation or general advertising in connection with the offer and sale of the Shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Securities Purchase Agreement, dated June 15, 2026, by and between Cheetah Net Supply Chain Service Inc. and Huan Liu.
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: June 22,
2026
Cheetah Net Supply Chain Service Inc.
By:
/s/ Huan Liu
Huan Liu
Chief Executive Officer, Director, and Chairman of the Board of Directors
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2618435d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT
(this “Agreement”) is entered into and made effective as of June 15, 2026, by and between Cheetah Net Supply Chain Service
Inc., a Delaware corporation (Nasdaq: CTNT) (the “Company”), and Huan Liu, an individual, solely in his individual capacity
and not in his capacity as an officer or director of the Company (the “Purchaser”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase
from the Company, the “Shares”), at a purchase price of $2.00 per Share, for an aggregate purchase price of $ 400,000.
WHEREAS, the Purchaser is
the Chief Executive Officer, Director and Chairman of the Board of Directors of the Company, and the Board of Directors of the Company,
acting through a committee of disinterested directors, has reviewed and approved the transactions contemplated hereby as a related-party
transaction.
WHEREAS, the offer and sale
of the Shares are being made in a transaction exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder
and/or, to the extent applicable, Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
NOW, THEREFORE, in consideration
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
“Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person
as such terms are used in and construed under Rule 405 under the Securities Act.
“Agreement” shall have the
meaning ascribed to such term in the Preamble.
“Business Day” means any day
other than Saturday, Sunday, or other day on which commercial banks in The City of New York or China are authorized or required by law
to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain
closed due to “stay at home,” “shelter-in-place,” “non-essential employee,” or any other similar orders
or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers
on such day.
“Class A Common Stock”
means the Class A common stock, par value $0.0001 per share, of the Company, each entitling the holder to one (1) vote for each
share of Class A Common Stock held.
“Class B Common Stock”
means the Class B common stock, par value $0.0001 per share, of the Company, each entitling the holder to fifteen (15) votes for
each share of Class B Common Stock held.
“Closing” means the consummation
of the purchase and sale of the Shares pursuant to Section 2.1.
“Closing Date” means the third
Business Day after the date of this Agreement or such other Business Day as may be agreed by the parties on which all of the Transaction
Documents have been executed and delivered by the applicable parties thereto pursuant to Section 2.1 and all conditions precedent
to (i) the Purchaser’s obligation to pay the Subscription Amount and (ii) the Company’s obligations to deliver the
Shares have been satisfied or waived.
“Commission” or “SEC”
means the United States Securities and Exchange Commission.
“Company” shall have the meaning
ascribed to such term in the Preamble.
“Disclosure Schedules” means
the Disclosure Schedules of the Company delivered concurrently with this Agreement.
“Exchange Act” or “1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Liens” means a lien, charge,
pledge, security interest, encumbrance, right of first refusal, preemptive right, or other restriction.
“Material Adverse Effect”
shall mean (i) a material adverse effect on the legality, validity, or enforceability of any Transaction Document, (ii) a material
adverse effect on the results of operations, assets, business, prospects, or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under any Transaction Documents.
“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof), or other entity of any kind.
“Proceeding” means an action,
claim, suit, investigation, or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
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“Purchaser” shall have the
meaning ascribed to such term in the Preamble.
“Registrable Securities” shall
have the meaning ascribed to such term in Section 4.8.
“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Securities” means the Shares.
“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares” means the Class B
Common Stock issued or issuable to the Purchaser pursuant to this Agreement.
“Short Sales” means all “short
sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or
borrowing Class A Common Stock).
“Subscription Amount” means,
as to the Purchaser, the aggregate amount to be paid for the Shares hereunder by the Purchaser, as specified below the Purchaser’s
name on the signature page of this Agreement, in United States dollars and in immediately available funds.
“Subsidiary” means any subsidiary
of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.
“Trading Day” means a day
on which the principal Trading Market is open for trading.
“Trading Market” means any
of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on the date in question:
the NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, or the New York Stock Exchange
(or any successors to any of the foregoing).
“Transaction Documents” means
this Agreement, all exhibits and schedules thereto and hereto, and any other documents or agreements executed in connection with the transactions
contemplated hereunder.
“Transfer Agent” means
VStock Transfer, LLC, at 18 Lafayette Place, Woodmere, NY 11598, and any successor transfer agent of the Company.
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ARTICLE II.
PURCHASE AND SALE
2.1 Purchase
and Sale of the Securities.
(a) Subscription
of Securities. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell to the Purchaser, and the
Purchaser agrees to purchase from the Company, 200,000 Shares at a purchase price of $2.00 per Share (the “Purchase Price”)
, for an aggregate purchase price of $400,000 (the “Subscription Amount”). The Purchase Price per Share shall be not
less than (i) the Minimum Price for purposes of Nasdaq Listing Rule 5635(d) and (ii) the consolidated closing bid
price of the Class A Common Stock immediately preceding the execution of this Agreement for purposes of Nasdaq Listing Rule 5635(c),
unless the Company has obtained Stockholder Approval prior to the Closing to the extent required by Nasdaq Listing Rules 5635(c) and/or
5635(d).
(b) Closing.
On the Closing Date, the Purchaser shall deliver to the Company, via wire transfer to the account specified in writing by the Company,
immediately available funds equal to the Purchaser’s Subscription Amount, and the Company shall issue and deliver to the Purchaser
the Shares. The Company and the Purchaser shall also deliver the items set forth in Section 2.2 that are deliverable by them at the
Closing. Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at such
location as the parties shall mutually agree or shall take place remotely by electronic transfer of the Closing documentation.
2.2 Deliveries.
(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) the
Company’s wire instructions;
(iii) a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver a statement to the Purchaser evidencing
the number of restricted Shares set forth on the Purchaser’s signature page to this Agreement, registered in the name of the
Purchaser, or, at the election of the Purchaser, evidence of the issuance of the Purchaser’s Shares hereunder as held in restricted
book-entry form by the Transfer Agent and registered in the name of the Purchaser, which evidence shall be reasonably satisfactory to
the Purchaser;
(b) On
or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:
(i) this
Agreement duly executed by the Purchaser; and
(ii) the
Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and
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(iii) a
completed purchaser questionnaire and such other information as the Company may reasonably request to confirm the availability of an exemption
from registration under the Securities Act and compliance with applicable securities laws.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
representations and warranties of the Purchaser contained herein shall be accurate when made and on the Closing Date (unless a representation
or warranty is stated therein to be made as of a specific date, in which case it shall be accurate as of such date);
(ii) all
obligations, covenants, and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
Purchaser shall have delivered the items set forth in Section 2.2(b) of this Agreement.
(b) The
respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
representations and warranties of the Company contained herein shall be accurate when made and on the Closing Date (unless a representation
or warranty is stated therein to be made as of a specific date, in which case it shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
Company shall have delivered the items set forth in Section 2.2(a) of this Agreement; and
(iv)
there shall have been no Material Adverse Effect with respect to the Company since the
date hereof.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser that as of the Closing Date: (i) the Company
is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the
requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) the Company is duly qualified
as a corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned
by it makes such qualification necessary; (iii) the Company has registered its Class A Common Stock under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13
or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby,
have been duly and validly authorized by Company and all necessary actions have been taken; (v) this Agreement and the other Transaction
Documents have been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in
accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities
in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents
do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under
(a) the Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust,
or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including,
without limitation, any listing agreement for the Class A Common Stock, or (c) any existing applicable law, rule, or regulation
or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency,
or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization,
approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the
stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to the Purchaser or the
entering into of the Transaction Documents, except for any notices, submissions, filings or approvals required under applicable federal
or state securities laws or the Company’s organizational documents or the rules and procedures of the Transfer Agent; (viii) none
of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; (ix) during the last twelve (12) months, Company has filed all reports, schedules, forms,
statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid
extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of
any such extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body
pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental
department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding
would have a material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or
ability of Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated any financing
transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is
not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer”
is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s
fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the
transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable
laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) the
Purchaser shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons
for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company
shall indemnify and hold harmless the Purchaser and his affiliates, from and against all claims, losses, damages, costs (including the
costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither the
Purchaser nor any of his agents or representatives has made any representations or warranties to Company or any of its officers, directors,
employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into
the transactions contemplated by the Transaction Documents, the Company is not relying on any representation, warranty, covenant or promise
of the Purchaser or his agents or representatives other than as set forth in the Transaction Documents; xvi) Company is not relying on
foreign private issuer home country practice with respect to the transactions contemplated hereby and has made, or prior to the Closing
will make, all notices, submissions and filings with Nasdaq required to be made prior to Closing in connection with the issu(ance of the
Shares; (xvii) the Board of Directors of the Company or a duly authorized committee thereof has approved this Agreement and the transactions
contemplated hereby, including approval by disinterested directors to the extent required by applicable law, Nasdaq rules or the
Company’s policies.
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3.2 Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants, as of the date hereof and as of the Closing Date, to
the Company as follows (unless a representation or warranty is stated therein to be made as of a specific date, in which case it shall
be accurate as of such date):
(a) Organization;
Authority. The Purchaser is an individual with full legal capacity and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out his obligations hereunder and thereunder. Each Transaction Document
to which he is a party has been duly executed by the Purchaser and, when delivered by the Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against him in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.
(b) Own
Account. The Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for his own account and not with
a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, and the Purchaser has no direct or indirect arrangement or understandings with any other persons regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law. The Purchaser is acquiring the Shares hereunder
for investment purposes.
(c) Purchaser
Status. At the time the Purchaser was offered the Securities, he was, and as of the date hereof he is, either: (i) an “accredited
investor” as defined in Regulation D promulgated under the Securities Act or (ii) if the offer and sale of the Securities are
being made in reliance on Regulation S promulgated under the Securities Act, not a “U.S. person” as defined in Regulation
S, not within the United States, and purchasing the Securities in an “offshore transaction” as defined in Regulation S.
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(d) Experience
of the Purchaser. The Purchaser, either alone or together with his representatives, has such knowledge, sophistication, and experience
in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(e) General
Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice, or other communication
regarding the Securities published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at
any seminar or as a result of any other general solicitation or general advertisement, nor is the Purchaser purchasing the Securities
as a result of any “directed selling efforts” as defined in Regulation S promulgated under the Securities Act.
(f) Access
to Information. The Purchaser acknowledges that he has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and all filings with the SEC by the Company and has been afforded: (i) the opportunity to ask such questions
as he has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company
and its financial condition, results of operations, business, properties, management, and prospects sufficient to enable him to evaluate
his investment; and (iii) the opportunity to obtain such additional information as the Company possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with respect to the investment. THE PURCHASER EXPRESSLY
CONFIRMS AND ACKNOWLEDGES THE DUAL-CLASS STOCK STRUCTURE OF THE COMPANY, AND UNDERSTANDS THAT THE CLASS A COMMON STOCK OF THE
COMPANY ENTITLES THE HOLDER TO ONE (1) VOTE FOR EACH SHARE OF CLASS A COMMON STOCK HELD, AND THE CLASS B COMMON STOCK OF
THE COMPANY ENTITLES THE HOLDER TO FIFTEEN (15) VOTES FOR EACH SHARE OF CLASS B COMMON STOCK HELD.
(g) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales,
including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received
a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions
contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of the Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons
party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors, partners,
legal and other advisors, employees, agents, and Affiliates, the Purchaser has maintained the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for
the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
8
(h) Reliance
on Exemptions; Opinion. The Purchaser understands that (1) the offering of the Shares has not and will not be registered under
the Securities Act, (2) the Shares will be “restricted securities” (as that term is defined under Rule 144(a)(3) of
the Securities Act and such Shares may not be resold unless they are registered under the Securities Act or an exemption from registration
is available), (3) the Shares are being offered and sold to each Investor in reliance on specific exemptions from the registration
requirements of United States federal and state securities Laws, and (4) the Company is relying in part upon the truth and accuracy
of, and each Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of each
Investor set forth herein in order to determine the availability of such exemptions and the eligibility of each Investor to acquire the
Shares.
The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend, or affect such Purchaser’s right
to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained
in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the
consummation of the transactions contemplated hereby.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Transfer
Restrictions.
(a) The
Securities are “restricted securities” and may only be disposed of in compliance with state and federal securities laws. In
connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company,
to an Affiliate of a Purchaser, in accordance with Regulation S, or in connection with a pledge as contemplated in Section 4.1(b),
the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that
such transfer does not require registration of such transferred Securities under the Securities Act.
(b) The
Purchaser agrees to the imprinting, so long as is required by applicable law and regulation, of a legend on any of the Securities in substantially
the following form:
“[THIS SECURITY HAS NOT BEEN]/[NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAS BEEN] REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES FOR WHICH THIS SECURITY
IS EXERCISABLE] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN
SECURED BY SUCH SECURITIES.”
9
(c) Certificates
or book-entry statements evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.1(b) hereof)
only (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following
any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144, or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Purchaser shall cause qualified counsel to issue a legal opinion to the Transfer Agent or
the Purchaser if required by the Transfer Agent to effect the removal of the legend hereunder.
4.2 Integration.
The Company shall not sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities.
4.3 Securities
Law Disclosure; Publicity. If required by law, the Company shall file a Current Report on Form 8-K, including the Transaction
Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. The Company and the Purchaser shall consult
with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor
the Purchaser shall issue any such press release, nor otherwise make any such public statement, without the prior consent of the Company,
with respect to any press release of any Purchaser, or without the prior consent of the Purchaser, with respect to any press release of
the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case
the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
4.4 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement), or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchaser.
10
4.5 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.3, the Company covenants and agrees that neither it nor any other Person acting
on its behalf will provide the Purchaser or his, her, or its agents or counsel with any information that constitutes, or that the Company
reasonably believes constitutes, material non-public information, unless prior thereto the Purchaser shall have consented in writing to
the receipt of such information and agreed in writing with the Company to keep such information confidential.
4.6 Certain
Transactions and Confidentiality. Each Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any
understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the
period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are
fast publicly announced pursuant to the initial press release described in Section 4.3 or a current report or filing with
the SEC. Each Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the
Company pursuant to the initial press release as described in Section 4.3 or current report or filing with the SEC, such Purchaser
will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.
4.7 Form D.
If required by law, the Company agrees to timely file a Form D with the Commission with respect to the Securities as required under
Regulation D.
ARTICLE V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by the Company with written notice to the Purchaser, if the Closing has not been consummated on or before
July 15, 2026; provided, however, that no such termination will affect the right of any party to sue for any breach by the other
party.
5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants, and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery, and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes, and other
taxes and duties levied in connection with the delivery of any Securities to the Purchaser.
5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via
e-mail attachment at the e-mail address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via e-mail attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the fourth Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
11
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented, or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such
waived provision is sought. No waiver of any default with respect to any provision, condition, or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition,
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any amendment effected in accordance with this Section 5.5 shall be binding upon the Purchaser and holders of
Securities and the Company.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other
than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities,
by the provisions of the Transaction Documents that apply to such assigning Purchaser.
5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
5.9 Governing
Law and Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
and the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and the Transaction Documents (whether brought against a party
hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or that such court is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and the Transaction Documents and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Agreement and the Transaction
Documents, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
12
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf’
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such “.pdf’ signature page were an original thereof.
5.12 Severability.
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or
unenforceable.
5.13 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.14 Construction.
The parties hereto agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference
to share prices and Class B Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock
splits, stock dividends, stock combinations, and other similar transactions of Class B Common Stock that occur after the date of
this Agreement.
5.15 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, EACH OF THE PARTIES
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
[Signature pages follow]
13
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
COMPANY
Cheetah Net Supply Chain Service Inc.
By:
Name: Huan Liu
Title: Chief Executive Officer, Director,
and Chairman of Board of Directors
For notices: [*]
Email: [*]
Address: Cheetah Net Supply Chain
Service Inc.
8707 Research Drive
Irvine, CA 92618, United States
14
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
Purchaser
Huan Liu
By:
15
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