Cenntro (CENN) delays 10-K filing; 2025 revenue down 42% to $18.1M

Rhea-AI Filing Summary

Cenntro Inc. filed a Form 12b-25 stating it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 and expects to file within fifteen calendar days following the prescribed due date.

The notice reports preliminary results: Net loss from continuing operations ~ $68.9 million for the year ended December 31, 2025, compared with $34.1 million in 2024. Net revenues declined ~42% to $18.1 million in 2025 from $31.3 million in 2024. Gross profit became a gross loss of approximately $2.3 million in 2025; net loss attributable to shareholders was ~ $73.0 million, up from $44.9 million.

Management says the numbers remain under review by accounting staff and the independent auditor and may differ materially in the filed Form 10-K.

Positive

• None.

Negative

• Significant deterioration in financials: revenue down 42% to $18.1 million, gross loss ~ $2.3 million, and net loss attributable to shareholders ~ $73.0 million for 2025.

Insights

Financial Reporting Analyst

12b-25 cites delayed audited statements and material adverse year-over-year results.

Cenntro reports substantial deterioration: $18.1 million revenue in 2025 (a 42% decline) and a reported net loss from continuing operations near $68.9 million. These figures suggest meaningful operational stress tied to lower vehicle sales and inventory write-offs.

Audit completion is pending; the accounting review could change reported results. Watch the forthcoming Form 10-K for auditor commentary, disclosure of non-cash charges (convertible note fair-value and equity securities), and any going-concern language.

Key Figures

Net loss from continuing operations: $68.9 million Net revenues: $18.1 million Revenue decline: 42% +5 more

8 metrics

Net loss from continuing operations $68.9 million year ended December 31, 2025

Net revenues $18.1 million year ended December 31, 2025

Revenue decline 42% 2025 vs 2024

Gross (loss)/profit $2.3 million loss year ended December 31, 2025

Net loss attributable to shareholders $73.0 million year ended December 31, 2025

Inventory write-offs $2.8 million year ended December 31, 2025

Change in fair value — convertible notes $10.2 million non-cash charge, 2025

Change in fair value — equity securities $26.6 million non-cash charge, 2025

Key Terms

convertible promissory notes, derivative liability, inventory write-offs, Form 12b-25

4 terms

convertible promissory notes financial

"net non-cash charge of approximately $10.2 million arising from changes in the fair value"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

derivative liability financial

"related derivative liability affected by fair value changes"

A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.

inventory write-offs financial

"an increase in inventory write-offs of approximately $2.8 million during the year"

Form 12b-25 regulatory

"Notification that the Annual Report on Form 10-K could not be filed within the prescribed time period"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-38544

CUSIP NUMBER

(Check one):
☒ Form 10-K  ☐ Form 20-F ☐ Form 11-K

☐ Form 10-Q  
☐ Form 10-D
☐ Form N-CEN 
☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Cenntro Inc.

Full Name of Registrant

N/A

Former Name if Applicable

33 Wood Avenue South, Suite 600, PMB #3572

Address of Principal Executive Office (Street and Number)

Iselin, New Jersey 08830

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

		(a) The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒		(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)  The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Cenntro Inc. (the “Registrant”) is unable without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ending December 31, 2025 (the “Annual Report”) within the prescribed time period because the report and required financial statements could not be completed by the Company and subsequently audited by the Company’s independent auditor in a timely manner. The original filing date applicable to smaller reporting companies was March 31, 2026. The Registrant is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended December 31, 2025, to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Edward Ye		+1		(732) 820-6757
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).         ☒ Yes    ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes    ☐ No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant expects to report a net loss from continuing operations of approximately $68.9 million for the year ended December 31, 2025, as compared to a net loss from continuing operations of approximately $34.1 million for the year ended December 31, 2024.

The Registrant’s net revenues decreased by approximately 42% to $18.1 million for the year ended December 31, 2025, compared to $31.3 million for the year ended December 31, 2024, primarily due to a decline in vehicle sales volume. Gross profit turned to a gross loss of approximately $2.3 million in 2025, compared to a gross profit of $7.6 million in 2024, reflecting lower revenue absorption of fixed production costs and an increase in inventory write-offs of approximately $2.8 million during the year.

Net loss attributable to the Company's shareholders increased significantly to approximately $73.0 million in 2025, compared to $44.9 million in 2024, primarily driven by a net non-cash charge of approximately $10.2 million arising from changes in the fair value of convertible promissory notes and related derivative liability, as well as a non-cash charge of approximately $26.6 million from the change in fair value of equity securities.

The amounts reported above are still under review by the Registrant’s accounting staff and independent registered public accounting firms and may differ materially once reported in the Form 10-K to be filed by the Registrant.

CENNTRO INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date March 31, 2026	By	/s/ Edward Ye
		Edward Ye
		Chief Financial Officer

FAQ

Why did Cenntro (CENN) file a Form 12b-25?

Cenntro filed Form 12b-25 because it could not complete audited financial statements in time. The company says the independent auditor requires additional time and expects to file the Form 10-K within fifteen calendar days of the prescribed due date.

What preliminary results did Cenntro disclose for 2025?

Preliminary results show net revenues of $18.1M in 2025, a decline of ~42%, and a reported net loss from continuing operations of ~$68.9M for the year ended December 31, 2025.

How did gross profit and inventory affect Cenntro's 2025 results?

Gross profit turned into a gross loss of approximately $2.3M in 2025, reflecting lower revenue absorption of fixed costs and about $2.8M of inventory write-offs recorded during the year.

What non-cash charges did Cenntro report preliminarily?

Cenntro reported a preliminary non-cash charge of about $10.2M from changes in fair value of convertible promissory notes and related derivative liability, and a ~$26.6M non-cash charge from changes in fair value of equity securities.

Will the 12b-25 amounts change in the filed 10-K?

Yes. The company states the amounts are preliminary and under review by its accounting staff and independent auditors; they may differ materially once the audited Form 10-K is filed within the 15-day extension period.