Cenntro Inc 8-K/A, filed Oct 21, 2026
Cenntro Inc. (CENN)
8-K/A
2026-10-21
For: 2026-10-09
View Original
Added on
October 21, 2026
About this 8-K/A
Cenntro Inc filed this 8-K/A on October 21, 2026, reporting on events of October 9, 2026.
Cenntro Inc.'s Nevada counsel opined that up to $100,000,000 in common stock sold under its sales agreement would be duly authorized and, when issued and paid for, validly issued, fully paid and non-assessable. AI summary
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 9, 2026
(Exact Name of Registrant as Specified in Charters)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS. Employer Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
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Registrant’s Telephone Number, Including Area Code
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(Former Name or Former Address, if Changed Since Last Report)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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. ☐
Explanatory Note
This Amendment to the Current Report on Form 8-K filed by Cenntro Inc. (the “Company”) with the Securities and Exchange Commission on October 15,
2026 (the “Original Form 8-K”) is being filed solely to file the legal opinion of Wendot Law Group, the Company’s newly engaged Nevada counsel, as Exhibit 5.1 and the related consent included therein as Exhibit 23.1 in connection with the Company’s
at-the-market offering.
This Amendment does not amend or update any other disclosure in the Original Form 8-K. Accordingly, this Amendment consists only of this
explanatory note, Item 9.01, the signature page and the exhibits filed herewith. The other contents of the Original Form 8-K remain unchanged.
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)
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Exhibits
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Exhibits
Numbers
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Description
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Opinion of Wendot Law Group
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Consent of Wendot Law Group (contained in Exhibit 5.1)
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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: October 20, 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: Peter Z. Wang
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Title: Chief Executive Officer
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EXHIBIT 5.1
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411 E. Bonneville Ave Unit#150
Las Vegas • NV • 89101
Tel (702) 520-8888 | Fax (702) 935-5888
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October 16, 2026
Cenntro Inc.
33 Wood Avenue South, Suite 600, PMB #3572
Iselin, New Jersey 08830
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Securities Registered under Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special Nevada counsel to Cenntro Inc., a Nevada corporation (the “Company”), in connection with the Company’s registration statement on Form S-3
(Registration No. 333-292994) (as amended or supplemented, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
We are delivering this opinion letter in connection with the prospectus supplement filed by the Company with the Commission on October 13, 2026 pursuant to Rule
424(b)(5) under the Securities Act (the “Prospectus Supplement”). The Prospectus Supplement relates to the offer and sale by the Company, from time to time, of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate
offering price of up to $100,000,000 (the “Shares”), covered by the Registration Statement.
The Shares are being offered and sold to or through Pacific Century Securities, LLC, as sales agent (the “Sales Agent”), pursuant to that certain Sales Agreement,
dated October 9, 2026, by and between the Company and the Sales Agent (the “Sales Agreement”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Sales Agreement.
In rendering the opinion set forth herein, we have reviewed the following:
1. the Sales Agreement;
2. the Registration Statement;
3. the prospectus dated February 12, 2026
forming part of the Registration Statement;
4. the Prospectus Supplement;
5. the Articles of Incorporation of the
Company, together with the amendments and amended and restated articles filed with the Nevada Secretary of State through July 22, 2026;
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411 E. Bonneville Ave Unit#150
Las Vegas • NV • 89101
Tel (702) 520-8888 | Fax (702) 935-5888
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6. the Amended and Restated Bylaws of the
Company;
7. the Unanimous Written Consent of the Board
of Directors of the Company, dated October 9, 2026 (the “Resolutions”), relating to, among other matters, the authorization of the Sales Agreement, the offering and the issuance of the Shares;
8. the Certificate of Status in Good Standing
issued by the Nevada Secretary of State on September 29, 2026; and
9. the Officer’s Certificate of the Company,
dated October 16, 2026, certifying, among other matters, the continuing effectiveness and completeness of the foregoing corporate documents and the Company’s capitalization as of October 16, 2026.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates of public officials and other
documents as we have deemed necessary or appropriate for purposes of this opinion. We have relied upon certificates of public officials and officers of the Company with respect to the accuracy of factual matters contained therein.
In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all
natural persons, the conformity to authentic original documents of all documents submitted to us as copies, and the accuracy and completeness of all corporate records and certificates reviewed by us.
We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the documents listed above except to the
extent expressly identified herein. We have assumed that, at each time Shares are issued pursuant to the Sales Agreement, the Company will have a sufficient number of duly authorized and unissued shares of common stock available for issuance, the
Resolutions will remain in full force and effect, and the consideration received by the Company for each Share will not be less than the par value thereof.
Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, it is our opinion that the Shares
have been duly authorized and, when issued and sold by the Company in accordance with the Sales Agreement, the Prospectus Supplement and the Resolutions, and upon receipt by the Company of the consideration therefor, will be validly issued, fully
paid and non-assessable.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of Nevada. The opinion expressed above concerns only the effect of the laws
of the State of Nevada, excluding its conflict-of-laws principles, as currently in effect. We express no opinion with respect to federal securities laws, the securities or “blue sky” laws of any state, the rules or regulations of the Nasdaq Capital
Market, or the laws of any jurisdiction other than the State of Nevada.
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411 E. Bonneville Ave Unit#150
Las Vegas • NV • 89101
Tel (702) 520-8888 | Fax (702) 935-5888
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We assume no obligation to supplement or update this opinion if any applicable law changes after the date hereof or if we become aware of facts or circumstances that
might change the opinion expressed herein after the date hereof.
We consent to the filing of this opinion as Exhibit 5.1 to a Current Report on Form 8-K of the Company and to the incorporation by reference of this opinion into the
Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder, or Item 509 of Regulation S-K.
The opinion expressed in this letter is rendered as of the date hereof, is expressly limited to the matters set forth above, and no opinion may be inferred or implied
beyond the matters expressly stated herein.