Cenntro raises $3.93M in private share sale

Cenntro Inc. completed a private placement of 1,000,000 shares of common stock at $3.93 per share, raising about $3,930,000 in gross proceeds.

Rhea-AI Filing Summary

Cenntro Inc. completed a private placement of 1,000,000 shares of common stock at $3.93 per share, raising about $3,930,000 in gross proceeds. The shares were sold to accredited investors in a transaction exempt from SEC registration under Section 4(a)(2) and Regulation S, with investors representing they were not U.S. persons for stock sold outside the United States. The company states it did not use general solicitation or public advertising. This transaction closed on June 2, 2026 and is incorporated by reference into Cenntro’s existing Form S‑3 shelf registration.

Insights

Capital markets analyst

Cenntro raises about $3.93M via an exempt offshore private share sale.

Cenntro Inc. entered a securities purchase agreement, later amended, to issue 1,000,000 common shares at $3.93 per share in a private placement, for gross proceeds of about $3,930,000. The deal closed on June 2, 2026.

The shares were sold to accredited investors relying on Section 4(a)(2) and Regulation S exemptions, with representations that investors in the offshore tranche were not U.S. persons. The company indicates there was no general solicitation or public offering activity.

The filing also notes that this event is incorporated by reference into the existing Form S‑3 shelf registration (File No. 333-292994). Future disclosures in periodic reports may offer more detail on how the new capital affects liquidity and ongoing funding needs.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares issued: 1,000,000 shares Purchase price: $3.93 per share Gross proceeds: $3,930,000 +5 more

8 metrics

Shares issued 1,000,000 shares Common stock issued in private placement

Purchase price $3.93 per share Price for private placement common stock

Gross proceeds $3,930,000 Approximate total before expenses from private placement

Securities Act exemption Section 4(a)(2) Exemption from registration for private offering

Offshore exemption Regulation S Applied for stock sold outside the United States

Agreement date May 12, 2026 Date of securities purchase agreement

Amendment date May 19, 2026 Date of first amendment to purchase agreement

Closing date June 2, 2026 Private placement closing date

Key Terms

securities purchase agreement, private placement, Regulation S, Section 4(a)(2), +2 more

6 terms

securities purchase agreement financial

"Cenntro Inc. entered into a securities purchase agreement with certain accredited investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"the Company agreed to issue and sell, in a private placement, an aggregate of 1,000,000 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Regulation S regulatory

"in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Section 4(a)(2) regulatory

"in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

emerging growth company regulatory

"Emerging growth company Item 3.02 Unregistered Sales of Equity Securities."

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.

Form S-3 regulatory

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

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cenntro Inc. (CENN) announce in this 8-K filing?

Cenntro Inc. reported it completed a private placement of 1,000,000 common shares at $3.93 per share, generating about $3.93 million in gross proceeds from accredited investors under securities law exemptions.

How much capital did Cenntro Inc. (CENN) raise in the private placement?

Cenntro raised approximately $3,930,000 in gross proceeds. It sold 1,000,000 shares of common stock at a purchase price of $3.93 per share to certain accredited investors in a private, non-public offering.

What type of securities did Cenntro Inc. (CENN) issue in the transaction?

Cenntro issued 1,000,000 shares of its common stock with a par value of $0.0001 per share. These shares were sold in a private placement to accredited investors at a fixed price of $3.93 per share.

When did Cenntro Inc. (CENN) close the private placement?

The private placement closed on June 2, 2026. This followed a securities purchase agreement dated May 12, 2026 and an amendment dated May 19, 2026, which together set the terms for issuing the 1,000,000 common shares.

Under which securities law exemptions did Cenntro Inc. (CENN) sell the shares?

Cenntro relied on Section 4(a)(2) of the Securities Act and Regulation S. Investors in the offshore tranche represented they were not U.S. persons, and the company states it used no general solicitation or public advertising.

Will this Cenntro Inc. (CENN) transaction affect its existing Form S-3 shelf?

The report is deemed incorporated by reference into Cenntro’s Form S-3 registration statement (File No. 333-292994. This links the private placement disclosure to the broader shelf registration framework already on file.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/05/2026 - 04:04 PM Learn about SEC filing dates

false0001707919NJNASDAQ00017079192026-06-022026-06-02

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): June 2, 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 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on May 12, 2026, Cenntro Inc., a Nevada corporation (the “Company”) entered into a securities purchase agreement with certain accredited investors, which was amended by the first amendment to the securities purchase agreement, dated May 19, 2026, 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, for gross proceeds of approximately $3,930,000.

The Private Placement closed on June 2, 2026. The Common Stock were issued and sold by the Company to the investors in reliance upon the exemptions 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 thereunder for transactions not involving a public offering. Each investor was required to represent that it is not a “U.S. person” in accordance with Regulation S in the case of the Common Stock sold outside the United States. 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 Common Stock described in this report.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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
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: June 5, 2026
	Cenntro Inc.
	By:	/s/ Peter Z. Wang
	Name:	Peter Z. Wang
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB