10-K: Cheetah Net Pivots to Logistics, Reports 2025 Net Loss

Sentiment:

Annual Report


Cheetah Net Supply Chain Service Inc. has fully transitioned from its struggling parallel-import vehicle business to focus on logistics and warehousing, reporting a net loss of $3.6 million for 2025.

Delay expectedThe payment due date for an outstanding $0.6 million from Rapid Proceed Limited was extended from within six months following the IPO to September 30, 2024.The board of directors has not yet determined the specific ratio or the timing of the implementation of the reverse stock split approved by stockholders on November 7, 2025.
Capital raiseClosed a public offering of 825,625 shares of Class A common stock at $9.92 per share for gross proceeds of approximately $8.19 million on May 15, 2024.Closed a public offering of 404,979 shares of Class A common stock at $3.68 per share for gross proceeds of approximately $1.49 million on July 26, 2024.Sold an aggregate of 33,450,000 shares of Class A common stock for approximately $40.14 million in a private placement that closed on February 12, 2026.
Worse than expectedNet loss from continuing operations increased from $3.2 million in 2024 to $3.6 million in 2025.Gross profit from continuing operations decreased by 6.6% in 2025, despite a significant increase in overall revenue for the new segment.Revenue from Edward, a key acquired logistics business, decreased by 32.2% in 2025, indicating challenges in a portion of the new core business.Significant impairment loss expenses of $731,307 were recorded in 2025 for goodwill and intangible assets from the Edward acquisition, suggesting that the acquisition's value has deteriorated.Management concluded that internal control over financial reporting was not effective as of December 31, 2025, due to material weaknesses, which raises concerns about financial reporting reliability.The company has a three-year cumulative pretax book loss and forecasts a loss for 2026, indicating ongoing profitability challenges.

Summary

  • The company formally discontinued its parallel-import vehicle business on March 3, 2025, due to declining customer demand, price competition, and a shift towards domestic electric vehicles in the PRC market.
  • Parallel-import vehicle sales plummeted by 95.7% in 2024, from 303 units in 2023 to just 14 units, leading to a revenue drop from $38.3 million to $1.6 million in that segment.
  • A credit loss of $1.6 million was recorded for the year ended December 31, 2024, due to increasing difficulty in collecting outstanding receivables from the discontinued vehicle business.
  • The company shifted its business focus to logistics and warehousing services, acquiring Edward Transit Express Group Inc. in February 2024 and TW & EW Services Inc. in December 2024.
  • Logistics and warehousing services accounted for 100% of total revenue in 2025, a significant increase from 21.8% in 2024.
  • Total revenue from continuing operations (logistics and warehousing) increased by 182.7% to $1,288,536 in 2025 from $455,805 in 2024.
  • The net loss from continuing operations was $3.6 million for the year ended December 31, 2025, compared to a net loss of $3.2 million for the same period in 2024.
  • Impairment loss expenses of $731,307 were recorded in 2025 for goodwill and intangible assets related to the Edward acquisition.
  • Net cash used in operating activities from continuing operations was $2.5 million in 2025, partially offset by $2.5 million net cash provided by operating activities from discontinued operations.
  • The company completed its reincorporation from North Carolina to Delaware on February 2, 2026.
  • Stockholders approved an increase in authorized Class A common stock to 2,000,000,000 shares and Class B common stock to 200,000,000 shares on January 30, 2026.
  • Stockholders approved a potential reverse stock split with an aggregate ratio not exceeding 1-for-500 on February 3, 2026.
  • A private placement of 33,450,000 shares of Class A common stock for $40.14 million closed on February 12, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging period for Cheetah Net, marked by increasing net losses from continuing operations, a decline in revenue from one of its key acquired logistics businesses, and identified material weaknesses in internal controls, despite a successful pivot away from a failing segment and recent capital infusion.

Positives

  • Successfully transitioned its business focus from the declining parallel-import vehicle sales to the logistics and warehousing sector, which now constitutes 100% of its revenue.
  • Logistics and warehousing revenue from continuing operations increased significantly by 182.7% to $1,288,536 in 2025.
  • Acquisitions of Edward Transit Express Group Inc. and TW & EW Services Inc. have expanded service offerings and enhanced market position in the logistics sector.
  • Relocated headquarters to Irvine, California, to leverage proximity to key ports of Los Angeles and Long Beach, aiming for stronger management focus on logistics.
  • Reported a substantial increase in interest income by 188.4% to $924,224 in 2025, primarily from short-term loan receivables and certificates of deposit.
  • Successfully collected an additional $2.5 million in outstanding accounts receivable from the discontinued parallel-import vehicle business in 2025.
  • Completed reincorporation to Delaware, which may offer a more favorable corporate governance framework.
  • Raised approximately $40.14 million in gross proceeds from a private placement of Class A common stock in February 2026, significantly bolstering liquidity.

Negatives

  • The parallel-import vehicle business, now discontinued, experienced a drastic 95.7% decline in sales volume in 2024 and a $1.6 million credit loss due to uncollectible receivables.
  • Net loss from continuing operations increased to $3.6 million in 2025 from $3.2 million in 2024.
  • Gross profit from continuing operations decreased by 6.6% to $166,775 in 2025.
  • Edward's revenue, a key acquired logistics business, decreased by 32.2% in 2025 due to the lingering impact of the U.S.-China trade war and reduced customer demand.
  • Recorded significant impairment loss expenses of $731,307 in 2025 related to goodwill and intangible assets from the Edward acquisition.
  • Net cash used in operating activities from continuing operations was $2.5 million in 2025.
  • Management concluded that internal control over financial reporting was not effective as of December 31, 2025, citing material weaknesses including inadequate segregation of duties in newly acquired entities, lack of formal policies for TWEW, and insufficient risk assessment procedures.
  • The company has generated a three-year cumulative pretax book loss and forecasts a loss for 2026, leading to a full valuation allowance against deferred tax assets.
  • A high percentage of foreign employees without permanent U.S. work permits may lead to increased turnover rates and higher labor costs.
  • Stockholders approved a potential reverse stock split with an aggregate ratio up to 1-for-500, which can be perceived negatively by investors and may indicate underlying issues with stock price or Nasdaq listing compliance.

Risks

  • Operating in a period of economic uncertainty and capital markets disruption, significantly impacted by geopolitical instability from ongoing military conflicts and strained U.S.-China relations.
  • A deteriorating relationship between the U.S. and the PRC, or a prolonged stalemate, could materially adversely affect international logistics and demand for services.
  • Availability and demand for logistics and warehousing services may be adversely impacted by economic conditions, reduced consumer spending, fuel price volatility, political policies, currency exchange rates, and regulatory requirements.
  • The logistics and warehousing industry in the U.S. is highly competitive, and the company may not be able to compete successfully against existing or new competitors.
  • Limited experience in expanding non-vehicle logistics and warehousing revenue, with success dependent on developing and scaling an effective salesforce.
  • Adverse effects from inflation and a potential recession in the U.S. and a weakening economy in the PRC could impact liquidity, cost structure, and demand.
  • Fluctuations in exchange rates, particularly between RMB and USD, could materially and adversely affect results of operations and the value of investments.
  • Inability to successfully execute the business transformation, integrate acquired businesses, or achieve anticipated operational efficiencies and synergies.
  • Exposure to catastrophic events in California, such as natural disasters, terrorist attacks, or pandemics, could disrupt operations.
  • Service disruptions at the Gardena warehouse or Irvine office could adversely affect business operations.
  • Clients reducing logistics and supply chain costs or increasing utilization of internal solutions could materially and adversely affect the business.
  • Risks from fuel price fluctuations, which could lead to increased service fees from shipping partners.
  • Risks associated with freight handled through the network, including theft, damage, loss, and failure to detect unsafe or prohibited items, potentially leading to liabilities and reputational harm.
  • Failure to renew the Ocean Transportation Intermediary (OTI) License or any delays in doing so could compel a temporary suspension of logistics business.
  • Reliance on a few major customers and third-party transportation/labor providers, with interruption in any of their operations having an adverse effect.
  • Limited operating history and experience in the new logistics and warehousing services, potentially leading to difficulties in marketing, selling, and system maintenance.
  • Misconduct by authorized employees with access to company assets could lead to significant losses, damage to reputation, and legal claims.
  • Insurance may not fully cover all operational risks, or changes in insurance costs/availability could increase expenses or reduce coverage.
  • Negative publicity about the company, its products, services, or management could materially and adversely affect its reputation and business.
  • Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and harm the company's reputation.
  • Operational system failures or interruptions, particularly with third-party systems and software like GoFreight and Google Drive, could materially harm operations.
  • Inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing could result in substantial losses and reduced customer satisfaction.
  • Failure to attract, recruit, or retain key personnel, including executive officers, senior management, and key employees, could affect ongoing operations and growth.
  • The high percentage of foreign employees who do not have permanent work permits in the U.S. may increase turnover ratio and labor costs.
  • Future acquisitions may expose the company to potential risks, including integration challenges, unforeseen liabilities, and diversion of resources.
  • Subject to logistics and warehousing and other laws and regulations in the U.S., with potential for administrative, civil, or criminal penalties for violations.
  • Non-compliance with laws and regulations by third parties with which the company conducts business could expose it to legal expenses, compensation, and business disruptions.
  • Third parties may claim infringement of their proprietary intellectual property rights, leading to significant legal expenses and restrictions on promoting services.
  • Subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect business, prospects, results of operations, and financial condition.
  • Allegations, harassment, or other detrimental conduct by third parties could harm the company's reputation and cause loss of market share and customers.
  • A possible short squeeze due to a sudden increase in demand for Class A common stock that largely exceeds supply may lead to further price volatility.
  • Future equity offerings or other equity issuances could further dilute Class A common stock.
  • Failure to maintain an effective system of internal controls could lead to reporting failures or fraud, adversely affecting investor confidence and stock price.
  • May not be able to maintain the listing of Class A common stock on the Nasdaq Capital Market.
  • If securities or industry analysts do not publish research or publish negative reports, the price of Class A common stock and trading volume could decline.
  • Anti-takeover provisions in the certificate of incorporation and bylaws may discourage, delay, or prevent a change in control.
  • Reduced disclosure requirements as an emerging growth company and smaller reporting company may make common stock less attractive to investors.

Future Outlook

The company is undergoing a business transformation, shifting its focus from parallel-import vehicle sales to logistics and warehousing services. It plans to continue improving operational efficiencies and expanding its market presence in the California area for the two acquired businesses, Edward and TWEW. The company may also develop an online platform to automate and digitalize key steps of the supply chain for customers. Management forecasts a loss for 2026 and acknowledges that the success of this new business line and market expansion depends on various factors, including the business environment, operational management, market expansion, government policies on ocean freight and tariffs, and U.S.-China trade relations.

Management Comments

  • "We shifted its business focus since February 2024 by acquiring Edward Transit Express Group Inc. (Edward), a California-based common carrier specializing in ocean transportation services, to start our logistics and warehousing operations."
  • "We believe that the offices and warehouses we currently lease are adequate to meet our needs for the foreseeable future."
  • "Management has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements."
  • "Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively."
  • "Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow."

Industry Context

StockSavvy.ai notes that Cheetah Net's strategic pivot to logistics and warehousing aligns with broader industry trends emphasizing supply chain resilience and efficiency, particularly in the dynamic U.S.-China trade corridor. However, the industry is characterized by intense competition and susceptibility to macroeconomic and geopolitical shifts, as evidenced by the revenue decline in Edward due to trade tensions. The company's reliance on a concentrated customer base and third-party providers reflects common operational structures in the logistics sector, but also highlights potential vulnerabilities in a highly fragmented market.

Comparison to Industry Standards

  • The logistics and warehousing industry in the U.S. is highly competitive and rapidly evolving, with many new entrants and only a few leading companies.
  • Cheetah Net believes its niche focus on international trade flows between the PRC and U.S., combined with integrated services, provides a differentiated value proposition.
  • The company acknowledges that some current or future competitors may have longer operating histories, greater brand recognition, or more extensive financial, technical, or marketing resources.
  • No specific comparable companies, projects, or numerical benchmarks are provided in the filing for a direct quantitative assessment against industry standards.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial OfficerNACindy TangFebruary 18, 2025Appointment
Independent DirectorNAXiangan RuanDecember 2024Appointment
Independent DirectorNAHuibo DengJuly 2024Appointment

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
ReincorporationChanged the state of incorporation from North Carolina to Delaware.February 2, 2026The company's stockholders' rights are now governed by Delaware law and its Delaware Certificate of Incorporation and Bylaws, potentially enhancing its corporate governance framework.
Authorized Share Capital IncreaseStockholders approved an amendment to increase the number of authorized Class A common stock to 2,000,000,000 shares and Class B common stock to 200,000,000 shares.January 30, 2026Provides the company with greater flexibility for future equity issuances, but also introduces the potential for further shareholder dilution.
Reverse Stock Split AuthorizationStockholders approved a potential reverse stock split at a ratio ranging from 1-for-5 to 1-for-20 (approved November 7, 2025) and later approved an aggregate ratio not exceeding 1-for-500 (approved February 3, 2026).March 10, 2026 (for the 1-for-500 approval)Aims to increase the per-share price to maintain Nasdaq listing compliance, but can be perceived negatively by investors as a sign of underlying financial distress or lack of growth.
Insider Trading PolicyAdopted an Insider Trading Policy prohibiting directors, officers, and employees from engaging in hedging, monetization transactions, short-term trading, short sales, and publicly traded options.November 20, 2023Enhances compliance with securities laws and reduces the appearance of improper or inappropriate conduct by insiders.
Compensation Recovery Policy (Clawback)Adopted a Compensation Recovery Policy compliant with Nasdaq rules, requiring the recoupment of excess incentive-based compensation paid to executive officers based on subsequently restated financial statements.November 20, 2023Strengthens accountability for executive compensation tied to financial performance and aligns with regulatory best practices.
Auditor ChangeThe audit committee approved the dismissal of Assentsure PAC and the engagement of Tang Qian & Associates PLLC as the independent registered public accounting firm.January 6, 2026A routine change in auditors, which may lead to a fresh perspective on financial reporting and internal controls.

Legal Proceedings

  • Not currently involved in any material legal proceedings.
  • Anticipates involvement in legal proceedings, claims, and litigation arising in the ordinary course of business, which could incur defense costs, utilize resources, and divert management's attention.

Related Party Transactions

  • Engaged in transactions with Weishu Guo, legal representative of NexTrade, consisting of advances for corporate and administrative expenses. As of December 31, 2025, the outstanding balance due to Weishu Guo was approximately $5,204, which is unsecured, non-interest bearing, and repayable on demand.
  • The lease for the Irvine, California office space is guaranteed by West Buy Media Inc., a North Carolina Corporation 100% owned by the company's Chief Executive Officer, Huan Liu.

Stakeholder Impact

  • Shareholders face potential dilution from recent and future equity offerings and reverse stock splits. The company's ongoing net losses and internal control weaknesses could negatively impact investor confidence, though the recent capital raise provides liquidity.
  • Employees, particularly foreign employees without permanent U.S. work permits, may experience increased turnover rates and labor cost impacts. New hires are being made to support the logistics and warehousing segments.
  • Customers of the logistics and warehousing services may benefit from the company's focused strategy, but the revenue decline in Edward due to trade war impacts could affect service reliability perceptions.
  • Suppliers, including ocean carriers and trucking companies, are critical to the company's operations, and reliance on a few key partners creates dependency.
  • Creditors holding loan receivables from third parties benefit from interest income, but also bear credit risk. The recent capital raise improves the company's overall financial position to meet obligations.

Next Steps

  • Continue to improve operational efficiencies and expand market presence of the acquired logistics and warehousing businesses (Edward and TWEW) in the California area.
  • Increase marketing staff to pursue new business opportunities and focus on international trade flows between the PRC and the U.S.
  • Potentially develop an online platform to automate and digitalize key steps of the supply chain for customers.
  • Remediate identified material weaknesses in internal control over financial reporting, including addressing segregation of duties, formalizing policies for TWEW, and enhancing risk assessment procedures.
  • The board of directors will determine the specific ratio and timing for the approved reverse stock split (up to 1-for-500).
  • Renew the Ocean Transportation Intermediary (OTI) License before its expiration on May 31, 2027.

Key Dates

DateDescription
August 9, 2016Company originally formed as Yuan Qiu Business Group LLC.
January 1, 2017Acquired Allen-Boy International LLC.
January 7, 2019Pacificconsultingusa.com domain registered.
February 15, 2019Acquired Pacific Consulting LLC.
April 9, 2021Acquired Entour Solutions LLC.
October 19, 2022Acquired Cheetah Net Logistics LLC.
August 1, 2023Class A common stock began trading on the Nasdaq Capital Market under the ticker symbol CTNT.
August 3, 2023Closed IPO of 78,125 shares of Class A common stock at $64.00 per share.
November 2, 2023Agreement reached with Rapid Proceed Limited for outstanding $0.6 million payment.
December 28, 2023Registration statement on Form S-1 (File No. 333276300) initially filed with the SEC.
January 24, 2024Entered into a Stock Purchase Agreement to acquire Edward Transit Express Group Inc.
February 2, 2024Closed the acquisition of Edward Transit Express Group Inc.
March 13, 2024Extended payment due date for Rapid Proceed Limited to September 30, 2024.
April 17, 2024Edwardtransitusa.com domain transferred to the company's domain provider.
April 26, 2024Registration statement on Form S-1 (File No. 333276300) declared effective by the SEC.
May 13, 2024Registration statement on Form S-1 (File No. 333279388) filed.
May 15, 2024Closed a public offering of 825,625 shares of Class A common stock at $9.92 per share for gross proceeds of approximately $8.19 million.
May 23, 2024Dissolved two wholly owned subsidiaries, Canaan International LLC and Canaan Limousine LLC.
July 2, 2024Stockholders approved the company's 2024 Stock Incentive Plan.
July 15, 2024Registration statement on Form S-1 (File Number 333-280743) declared effective by the SEC.
July 19, 2024Entered into a non-cancellable operating lease for office space in Irvine, California.
July 23, 2024Lease term for the Irvine, California office space commenced.
July 26, 2024Closed a public offering of 404,979 shares of Class A common stock at $3.68 per share for gross proceeds of approximately $1.49 million.
September 30, 2024Stockholders approved the Fourth Amended and Restated Articles of Incorporation, authorizing a reverse stock split, and the Amended and Restated 2024 Stock Incentive Plan.
October 7, 2024Board of directors approved a reverse stock split of common stock at a ratio of 1-for-16.
October 21, 2024Effectuated a reverse stock split of common stock at a ratio of 1-for-16.
October 24, 2024Class A common stock started trading on a post-split basis on the Nasdaq Capital Market.
November 27, 2024Entered into a stock purchase agreement to acquire 100% of the equity interests in TW & EW Services Inc.
December 19, 2024Closed the acquisition of TW & EW Services Inc. and NexTrade International LLC.
December 31, 2024End of fiscal year.
January 1, 2025Adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
March 3, 2025Board of directors formally approved the discontinuation of the parallel-import vehicle business.
March 28, 2025Incorporated Cheetah Net Supply Chain Service Ltd (Cheetah BVI) in the British Virgin Islands.
June 24, 2025Dissolved two wholly owned subsidiaries, Pacific Consulting LLC and Cheetah Net Logistics LLC.
September 30, 2025Compensation committee approved the grant of 43,750 shares of Class A common stock to Mr. Jianhui Li.
October 15, 2025Compensation committee approved the grant of 144,000 shares of Class B common stock to Mr. Huan Liu.
November 7, 2025Stockholders approved the Fifth Amended and Restated Articles of Incorporation, authorizing a reverse stock split at a ratio ranging from 1-for-5 to 1-for-20.
December 31, 2025End of fiscal year.
January 6, 2026Audit committee approved the dismissal of Assentsure PAC and the engagement of Tang Qian & Associates PLLC as the independent registered public accounting firm.
January 27, 2026Entered into stock purchase agreements with certain investors for a private placement.
January 30, 2026Stockholders approved an amendment to the Articles of Incorporation to increase authorized Class A and Class B common stock.
February 2, 2026Effected reincorporation from the State of North Carolina to the State of Delaware.
February 3, 2026Board of directors and Class B common stockholders approved potential reverse stock splits with an aggregate ratio not exceeding 1-for-500.
February 12, 2026Private placement of 33,450,000 shares of Class A common stock for $40.14 million closed.
February 13, 2026Filed a definitive information statement on Schedule 14C to notify stockholders of corporate action.
March 10, 2026Corporate action (reverse stock split approval) became effective.
March 19, 2026Reported 36,177,712 shares of Class A common stock and 690,875 shares of Class B common stock outstanding.
March 20, 2026Date of Annual Report on Form 10-K filing.
May 31, 2027Ocean Transportation Intermediary (OTI) License is set to expire.
July 31, 2027Lease for the Irvine, California office space expires.
August 31, 2028Lease for the Gardena, California warehousing facility expires.
May 23, 2050Maturity date for the Small Business Administration (SBA) loan.

Recommendation

hold

Cheetah Net is undergoing a significant business transformation, exiting a failing segment and investing in a new, competitive logistics sector. While the recent capital raise provides necessary liquidity and the pivot is strategic, the company faces substantial challenges including increasing net losses from continuing operations, a decline in revenue from one of its key acquired logistics businesses, and identified material weaknesses in internal controls. The potential for further reverse stock splits and ongoing geopolitical risks add uncertainty. A 'Hold' recommendation is appropriate as the company navigates this transition, with investors needing to monitor execution of the new strategy and remediation of internal control issues before considering further investment.

Keywords

Logistics, Warehousing, Supply Chain, Freight Forwarding, NVOCC, International Trade, U.S.-China Trade, SEC Filing, 10-K, Business Transformation, Discontinued Operations, Financial Performance, Nasdaq, CTNT, Edward Transit Express Group, TW & EW Services, Reverse Stock Split, Internal Controls, Geopolitical Risk, Capital Raise

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.