1-for-60 Cenntro (NASDAQ: CENN) reverse split sharply cuts share count
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cenntro Inc. has implemented a 1-for-60 reverse stock split of its common and preferred stock, effective April 13, 2026. The move is intended to help the company seek to regain compliance with Nasdaq’s minimum $1.00 bid price requirement under Listing Rule 5550(a)(2).
As part of the action, authorized capital was reduced from 1.1 billion shares to 18,333,334 shares, including 16,666,667 common and 1,666,667 preferred shares. The reverse split reduces issued and outstanding common shares from approximately 87,912,831 to approximately 1,465,214, with fractional shares rounded up to the next whole share. Cenntro’s stock now trades on a split-adjusted basis on the Nasdaq Capital Market under the symbol CENN with new CUSIP 150964302.
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Insights
Cenntro completed a 1-for-60 reverse split to support Nasdaq bid-price compliance while proportionally shrinking authorized shares.
Cenntro executed a 1-for-60 reverse stock split, cutting authorized capital from 1.1 billion to 18,333,334 shares and reducing outstanding common shares from about 87.9 million to about 1.47 million. Each holder’s ownership percentage remains effectively the same aside from rounding up fractional shares.
The company states the split is intended to help it seek compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price. The filing notes there is no assurance the split will permanently raise the trading price or ensure continued listing.
Because all options, warrants, preferred conversions, and stock awards adjust proportionally, the economic terms of existing instruments stay aligned on a per-share basis. Future disclosures in periodic reports may show whether the bid price and listing status reflect the intended effect of this capital change.
8-K Event Classification
3 items: 5.03, 7.01, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Reverse split ratio: 1-for-60
Authorized capital before: 1,100,000,000 shares
Authorized capital after: 18,333,334 shares
+5 more
8 metrics
Reverse split ratio
1-for-60
Exchange ratio for common and preferred stock
Authorized capital before
1,100,000,000 shares
Total authorized shares pre-split
Authorized capital after
18,333,334 shares
Total authorized shares post-split
Authorized common after
16,666,667 shares
Authorized common stock post-split
Authorized preferred after
1,666,667 shares
Authorized preferred stock post-split
Outstanding common before
87,912,831 shares
Approximate common shares outstanding pre-split
Outstanding common after
1,465,214 shares
Approximate common shares outstanding post-split
Nasdaq minimum bid price
$1.00 per share
Nasdaq Listing Rule 5550(a)(2) requirement
Key Terms
reverse stock split, Nasdaq Listing Rule 5550(a)(2), Certificate of Change, Certificate of Amendment, +2 more
6 terms
reverse stock split financial
"Cenntro Announces 1-for-60 Reverse Stock Split"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Nasdaq Listing Rule 5550(a)(2) regulatory
"to seek to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2)"
Certificate of Change regulatory
"Certificate of Change filed with the Secretary of State of Nevada"
Certificate of Amendment regulatory
"Certificate of Amendment to Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
forward-looking statements regulatory
"This filing includes “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding:"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): April 13, 2026
(Exact Name of Registrant as Specified in Charters)
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Securities registered pursuant to Section 12(b) of the Act:
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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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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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As previously disclosed, on June 11, 2025, taken by written consent in lieu of a meeting by the holders of a majority of the voting power of Cenntro Inc., a Nevada
corporation (the “Company”)’s outstanding capital stock (the “Controlling Stockholders”) as of June 11, 2025, the Controlling Stockholders approved and authorized the Board of Directors of the Company (the “Board”) to amend the Articles of
Incorporation of the Company to effect a reverse stock split of the Company’s outstanding capital stock at an exchange ratio between 1-for-10 to 1-for-250, such that the timing and ratio of the reverse stock split will be determined by the Board.
Pursuant to Section 78.207 of the Nevada Revised Statutes (“NRS”), and pursuant to the Amended and Restated Articles of Incorporation of the Company, on March 22,
2026, the Board approved (x) a 1-for-60 reverse stock split of the Company’s capital stock such that the Company’s authorized capital stock of 1,100,000,000 shares, including (i) 1,000,000,000 shares of common stock, par value $0.0001 per share
(the “Common Stock”), and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), will be reduced to 18,333,334 shares, including (i) 16,666,667 authorized shares of Common Stock and (ii) 1,666,667 shares of
Preferred Stock; (y) every holder of Company’s Common Stock shall receive one share of Common Stock for every sixty (60) shares of Common Stock currently held as of April 13, 2026 (the “Effective Date”); and every holder of Company’s Preferred
Stock shall receive one share of Preferred Stock for every sixty (60) shares of Preferred Stock currently held as of the Effective Date (the “Reverse Stock Split”); and (z) the filing of a Certificate of Change to the Company’s Articles of
Incorporation with the Secretary of State of Nevada to effect the Reverse Stock Split.
On March 24, 2026, the Company filed a Certificate of Change Pursuant to Section 78.209 of the NRS with the Secretary of State of Nevada, together with a proportionate reduction in the number of authorized shares of Common Stock and Preferred Stock, to be effective as of the Effective Date. On April
13, 2026, the Company filed a Certificate of Amendment to Amended and Restated Articles of Incorporation with the Secretary of State of Nevada.
The Reverse Stock Split became effective for trading purposes at the market opening on the Effective Date, at which time the Company’s Common Stock began trading on
the Nasdaq Capital Market on a split-adjusted basis under the symbol “CENN.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 150964302. The Company has rounded up to the next full share of the Company’s Common Stock
any fractional shares resulting from the Reverse Stock Split.
| Item 7.01 |
Regulation FD Disclosure.
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On April 9, 2026, the Company issued a press release announcing the Reverse Stock Split described above. The text of the press release is furnished as Exhibit 99.1 and
incorporated herein by reference.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1 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 Form 8-K in such filing.
Forward-Looking Statements
This filing includes “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding: (i) the impact of the
Reverse Stock Split on the trading market for the Company’s Common Stock, including the trading price, liquidity, trading volume, volatility and marketability of the Common Stock after the Reverse Stock Split; (ii) public perception of the Reverse
Stock Split and the potential impacts on the trading market or price of the Common Stock in light of the history of reverse stock splits for other companies and the Company’s past reverse stock split; (iii) the likelihood that the Reverse Stock
Split will result in any permanent increase in the trading price per share of Common Stock; (iv) whether or not the Reverse Stock Split will cure any deficiency under, and allow the Company to regain compliance with the minimum bid price
requirement of Nasdaq Listing Rule 5550(a)(2); (v) whether or not the Company will qualify for inclusion in any stock indexes in the future; (vi) the Company’s growth plans and anticipated success of its commercial offerings; and (vii) the
Company’s ongoing business transformation, including the execution of its fleet modernization, cost reduction, operational efficiency and productivity initiatives, its ability to execute such initiatives on the timelines that it currently
anticipates and to realize the expected commercial, financial and operational benefits during and after the expected period of transition. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking.
Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 15,
2026 and the Company’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to
update any of these forward-looking statements after the date of this Current Report.
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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(d) Exhibits
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Exhibits
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Description
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3.1
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Certificate of Change filed with the Secretary of State of Nevada
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3.2
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Certificate of Amendment to Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada
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99.1
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Press Release
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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: April 15, 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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Exhibit 99.1
Cenntro Announces 1-for-60 Reverse Stock Split
ISELIN, N.J. – April 9, 2026 – Cenntro Inc. (NASDAQ: CENN) (“Cenntro” or “the Company”), a pioneering electric
commercial vehicle company with advanced, market-validated, and purpose-built vehicles, today announced that it will
effect a 1-for-60 reverse stock split of its outstanding common stock to seek to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2). However, there can be no assurance that the Company will
be able to timely regain or maintain compliance with Nasdaq’s continued listing requirement.
The Company’s common stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on 13th day of April, 2026, and
will continue to trade under the symbol “CENN”. The new CUSIP number for the common stock following the reverse stock split will be 150964302.
The reverse stock split uniformly affects all issued and outstanding shares of the Company’s common stock and will not alter any stockholder’s percentage of ownership
interest in the Company, except to the extent that the reverse stock split results in fractional shares. No fractional shares will be issued in connection with the reverse stock split. Stockholders will be issued one whole share of common stock in
exchange for any fractional interest that such stockholder would have otherwise received as a result of the reverse stock split. The par value of the Company’s common stock will remain unchanged after the reverse stock split.
The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 87,912,831 shares to approximately 1,465,214 shares,
plus any shares to be issued in exchange for fractional interests. All options, warrants, shares issuable upon conversion of the Company’s preferred stock and stock awards of the Company outstanding immediately prior to the reverse stock split will
be adjusted in accordance with their terms.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as the exchange agent for the
reverse stock split. Continental Stock Transfer & Trust Company will provide instructions to stockholders of record regarding the exchange of stock certificates, as applicable, but such exchange is not required. Stockholders who hold their
shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares and should direct any questions concerning the reverse stock split to their broker. All stockholders of record may direct
questions to the Company's transfer agent, Continental Stock Transfer & Trust Company, by calling 212-509-4000.
About Cenntro
Cenntro (NASDAQ: CENN) is a pioneering maker and provider of electric commercial vehicles (“ECVs”). Cenntro's purpose-built ECVs are designed to serve a
variety of commercial applications inclusive of its line of class 1 to class 4 trucks. Cenntro is building a globalized supply-chain, as well as the manufacturing, distribution, and service capabilities for its innovative and reliable products.
Cenntro continues to evolve its products capabilities through advanced battery, powertrain, and smart driving technologies. For more information, please visit Cenntro's website at: www.cenntroauto.com.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as "may," "believe," "anticipate," "could," "should," "intend," "plan," "will,"
"aim(s)," "can," "would," "expect(s)," "estimate(s)," "project(s)," "forecast(s)," "positioned," "approximately," "potential," "goal," "strategy," "outlook" and similar expressions. Examples of forward-looking statements include, among other
things, statements regarding assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking statements are based on management's current beliefs, expectations and
assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional risks and uncertainties that could impact
Cenntro’s forward-looking statements, please see disclosures contained in Cenntro's public filings with the SEC, including the "Risk Factors" in Cenntro's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025
and subsequent Quarterly Reports on Form 10-Q that the Company has filed or may file with the SEC, which may be viewed at www.sec.gov.
Contacts:
Company Contact:
PR@cenntroauto.com
IR@cenntroauto.com
FAQ
What reverse stock split did Cenntro (CENN) implement?
Cenntro implemented a 1-for-60 reverse stock split of its common and preferred stock. Every 60 pre-split shares became one post-split share, with fractional interests rounded up to a whole share, leaving each investor’s percentage ownership effectively unchanged.
Why did Cenntro carry out the 1-for-60 reverse stock split?
Cenntro states the reverse split is intended to help it seek to regain compliance with Nasdaq’s minimum $1.00 bid price requirement under Listing Rule 5550(a)(2). The company cautions there is no assurance it will timely regain or maintain such compliance.