Cenntro Inc (NASDAQ: CENN) expands authorized common and preferred stock

Rhea-AI Filing Summary

Cenntro Inc. implemented a Capital Stock Increase through a Certificate of Amendment effective July 20, 2026. Authorized common stock rose from 16,666,667 shares to 3,000,000,000 shares, and authorized preferred stock from 1,666,667 shares to 100,000,000 shares, each with $0.0001 par value.

The amendment was filed with the Nevada Secretary of State on July 22, 2026, following approval by stockholders holding a majority of the Company’s voting power via written consent dated June 12, 2026. No other changes were made to the Amended and Restated Certificate of Incorporation.

Filing Explained

The amendment expands authorized share capacity; no completed share sale or issuance is established in the filing or shelf record.

The amendment expands Cenntro’s authorized share capacity, but this 8-K does not report a completed share issuance, so the disclosed event has not itself changed existing holders’ share count.

Under the supplied dilution definition, issuing additional shares would increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes; that issuance step is not disclosed here.

The 8-K is incorporated by reference into the company’s Form S-3, which provides capacity for future registered sales but does not itself sell shares.

The supplied S-3 record is marked ineffective and records zero usage, so the available evidence does not establish a completed offering under that registration statement.

8-K Event Classification

2 items: 5.03, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized common stock after amendment: 3,000,000,000 shares Authorized common stock before amendment: 16,666,667 shares Authorized preferred stock after amendment: 100,000,000 shares +3 more

6 metrics

Authorized common stock after amendment 3,000,000,000 shares Authorized common stock under Certificate of Amendment effective July 20, 2026

Authorized common stock before amendment 16,666,667 shares Authorized common stock prior to Capital Stock Increase

Authorized preferred stock after amendment 100,000,000 shares Authorized preferred stock under Certificate of Amendment effective July 20, 2026

Authorized preferred stock before amendment 1,666,667 shares Authorized preferred stock prior to Capital Stock Increase

Effective date of amendment July 20, 2026 Date the Certificate of Amendment to the Amended and Restated Certificate of Incorporation became effective

Stockholder approval date June 12, 2026 Date controlling stockholders approved the Capital Stock Increase by written consent

Key Terms

Certificate of Amendment, Amended and Restated Certificate of Incorporation, written consent in lieu of a meeting, Emerging growth company, +1 more

5 terms

Certificate of Amendment regulatory

"filed with the Secretary of State of the State of Nevada a Certificate of Amendment"

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.

Amended and Restated Certificate of Incorporation regulatory

"No other changes were made to the Company’s Amended and Restated Certificate of Incorporation."

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

written consent in lieu of a meeting regulatory

"taken by written consent in lieu of a meeting by the holders of a majority"

A written consent in lieu of a meeting is a signed document by a company’s board members or shareholders that approves a specific corporate action without convening a formal meeting. Like signing a group text instead of gathering in person, it speeds decisions and lowers costs, but it also concentrates voting power and limits public debate, so investors watch it for how quickly actions occur and how transparently votes are recorded.

Emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

registration statement on Form S-3 regulatory

"incorporated by reference into the registration statement of the Company on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/28/2026 - 05:16 PM Accepted by SEC EDGAR 07/28/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What corporate action did Cenntro Inc (CENN) take in July 2026?

Cenntro Inc approved and implemented a Capital Stock Increase via a Certificate of Amendment effective July 20, 2026. The change raised authorized common and preferred share amounts while keeping the $0.0001 par value and leaving other charter provisions unchanged.

How many common shares is Cenntro Inc (CENN) now authorized to issue?

Cenntro Inc is now authorized to issue 3,000,000,000 shares of common stock. This reflects an increase from 16,666,667 authorized common shares under its Amended and Restated Certificate of Incorporation, as modified by the July 20, 2026 Certificate of Amendment.

What change was made to Cenntro Inc (CENN) preferred stock authorization?

Authorized preferred stock was increased to 100,000,000 shares of preferred stock. Previously, the company’s charter authorized 1,666,667 preferred shares, so the Certificate of Amendment significantly enlarged the preferred stock authorization while keeping the par value at $0.0001 per share.

When did Cenntro Inc (CENN) stockholders approve the Capital Stock Increase?

Stockholders holding a majority of Cenntro Inc’s voting power approved the Capital Stock Increase on June 12, 2026. The approval was given by written consent in lieu of a meeting, authorizing the Board to amend the Articles of Incorporation accordingly.

How is this Cenntro Inc (CENN) change related to its Form S-3 registration?

The report describing the Capital Stock Increase is deemed incorporated by reference into Cenntro Inc’s Form S-3, File No. 333-292994. It becomes part of that registration statement from the filing date, unless superseded by later filings or reports from the company.

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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): July 22, 2026

Cenntro Inc.

(Exact Name of Registrant as Specified in Charters)

Nevada		001-38544		93-2211556
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

33 Wood Avenue South, Suite 600, PMB #3572

Iselin, New Jersey 08830

(Address of Principal Executive Offices, and Zip Code)

(732) 820-6757

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Comon Stock, $0.0001 par value per share		CENN		The Nasdaq Stock Market LLC

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):

☐
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

On July 22, 2026, Cenntro Inc., a Nevada corporation (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, effective July 20, 2026, in connection of the increase of the authorized shares of common stock from 16,666,667 shares, par value $0.0001 per share, to 3,000,000,000 shares, par value $0.0001 per share, and preferred stock from 1,666,667 shares, par value $0.0001 per share, to 100,000,000 shares, par value $0.0001 per share (the “Capital Stock Increase”). No other changes were made to the Company’s Amended and Restated Certificate of Incorporation. A copy of the Certificate of Amendment of Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference.

Previously on June 12, 2026, taken by written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock (the “Controlling Stockholders”) as of June 12, 2026, the Controlling Stockholders approved and authorized of the Board of Directors of the Company (the “Board”) to amend the Articles of Incorporation of the Company and the Capital Stock Increase.

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

(d) Exhibits

Exhibits Number	Description
3.1	Certificate of Amendment to Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: July 28, 2026
	Cenntro Inc.
	By:	/s/ Peter Z. Wang
	Name:	Peter Z. Wang
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 19.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.2 KB