Cenntro Inc.

false 12-31 0001707919 0001707919 2026-07-22 2026-07-22 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