UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2026
Cenntro Inc.
(Exact Name of Registrant as Specified in Charters)
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Nevada
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001-38544
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93-2211556
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS. Employer Identification No.)
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33 Wood Avenue South, Suite 600, PMB #3572
Iselin, New Jersey 08830
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(Address of Principal Executive Offices, and Zip Code)
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(732) 820-6757
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Registrant’s Telephone Number, Including Area Code
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(Former Name or Former Address, if Changed Since Last Report)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Comon Stock, $0.0001 par value per share
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CENN
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The Nasdaq Stock Market LLC
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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 (see General Instruction A.2. below):
☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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.
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On May 12, 2026, Cenntro Inc., a Nevada corporation (the “Company”) entered into securities
purchase agreements with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), an aggregate of 1,000,000 shares of common stock, par value $0.0001
per share (the “Common Stock”) at a purchase price of $3.93 per share, which is the closing price of the shares of Common Stock of the Company on the same day, for gross proceeds of approximately $3,930,000. The Company plans to use the proceeds
for working capital and general corporate purposes.
The Private Placement is conducted in compliance with Nasdaq Listing Rule 5635(d), which permits issuances of 20% or more of the outstanding Common Stock without
shareholder approval when the offering is priced at or above the “Minimum Price” as defined under Nasdaq rules.
On May 19, 2026, the Company and the Investors entered into an amendment to the securities purchase agreement (the “First Amendment”), pursuant to which the parties
agreed to amend the provisions relating to delivery of the shares of Common Stock and purchase price, including availing subscription in stablecoins.
The closing of the Private Placement is subject to the satisfaction of customary closing conditions. As of the date of this report, the closing conditions have not
been satisfied, and the Company has not issued any shares of Common Stock pursuant to the securities purchase agreements.
The foregoing descriptions of the Purchase Agreement, and the First Amendment, do not purport to be complete and are qualified in their entirety by reference to the
full text of such agreements, copies of which are filed as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities.
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The information disclosed in Item 1.01 above is incorporated by reference into this Item 3.02.
The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2)
thereof, and Regulation S promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder. Each Sellers was required to represent that it is not a “U.S. person” in accordance
with Regulation S under the Securities Act. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of shares of Common Stock described in this report.
The shares of Common Stock to be issued in the Private Placement have not been registered under the Securities Act and none of such securities may be offered or sold
in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The shares of Common Stock are subject to transfer restrictions, and the certificates evidencing the
securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Neither this Current Report on Form 8-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy shares of
Common Stock or any other securities of the Company
This report shall be deemed to be incorporated by reference into the registration statement of the Company on Form S-3 (File No. 333-292994) and
to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
| Item 9.01. |
Financial Statements and Exhibits
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Exhibits
Number
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Description
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10.1
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Form of Securities Purchase Agreement
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10.2
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Form of First Amendment
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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.
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Dated: May 20, 2026
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Cenntro Inc.
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By:
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/s/ Peter Z. Wang
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Name:
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Peter Z. Wang
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Title:
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Chief Executive Officer
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