8-K
Cenntro Inc. (CENN)
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): December 23, 2025
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<br><br> <br>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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain<br> Officers. |
|---|
On December 22, 2025, Mr. Gang “Gavin” Lin, the independent director of the Company notified the Board of Directors (the “Board”) of Cenntro Inc., a Nevada Corporation (the “Company”) of his decision to resign his position as an independent director and a member of the Audit Committee of the Board, effective on December 23, 2025. Mr. Lin’s decision was made solely for personal reasons and not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.
To fill the vacancy created by Mr. Lin’s resignation until the Company’s next annual general meeting called for the election of directors, the Board appointed Charles Athle Nelson to serve as an independent director and a member of the Audit Committee of the Board, effective on December 23, 2025.
Mr. Charles Athle Nelson has been active in the capital markets for the past 35 years. He began his financial career as a market representative with American International Group and in 1979 joined Dean Witter Reynolds as a Financial Advisor, working with high net worth and institutional clients. In 1980, he joined Drexel Burnham and Lambert, and subsequently, at Ladenberg Thalmann and then at Auerbach Pollack and Richardson originated equity and investment banking transactions. Over the last 20 years, Mr. Nelson has been involved with financing companies in the fintech, healthcare and bio-pharma spaces through private equity and public financing including listings on the Nasdaq and the NYSE. Mr. Nelson holds a bachelor’s degree in arts from Villanova University and an MBA from Rutgers University.
There are no arrangements or understandings between Mr. Nelson and any other persons pursuant to which he was selected as a director, and there are no related party transactions involving Mr. Nelson requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Board has determined that Mr. Nelson is an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2).
The Company agrees to pay Mr. Nelson an annual compensation of US$25,000, payable in arrears, in equal installments quarterly. The director offer letter also provides indemnification between the Company and Mr. Nelson in the Company’s standard form for officers or directors of the Company.
The foregoing description of the director offer letter does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br><br> <br>Number | Description of Document |
|---|---|
| 10.1*# | Director Offer Letter dated December 23, 2025 by and between Cenntro Inc. and Charles Athle Nelson. |
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
| * | Indicates management contract or compensatory plan or arrangement |
| --- | --- |
| # | Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
| --- | --- |
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: December 31, 2025 | ||
|---|---|---|
| Cenntro Inc. | ||
| By: | /s/ Peter Z. Wang | |
| Name: | Peter Z. Wang | |
| Title: | Chief Executive Officer |
Exhibit 10.1
Cenntro Inc.
33 Wood Avenue South, Suite 600, PMB #3572
Iselin, NJ 08830
December 23, 2025
Mr. Charles Athle Nelson
Dear Mr. Nelson:
On behalf of the Board of Directors of Cenntro Inc. (the “Company”), it is with great pleasure that we offer you a seat on our Board of Directors. The terms of the offer are set forth in this letter, and will become effective upon approval of your election by the Board and shareholders at the annual general meeting.
As a member of the Board of Directors, you will be compensated as follows for your services:
1. $25,000 annual retainer paid quarterly. This retainer covers your serving as a member of the Audit Committee; and all in-person and telephonic board meetings. These fees are paid in arrears in quarterly installments on or about the last business day of each calendar quarter during the year.
2. As a member of the Board of Directors, you will be reimbursed for all reasonable travel and out-of-pocket expenses that you may incur in connection with your attendance at meetings of the Board, if any, in accordance with the Company’s travel policy for each in-person or committee meeting that you attend.
3. Also enclosed for your signature is a copy of an Indemnification Agreement providing for your indemnification by the Company in connection with your services as a Board member. Please complete your address information on the signature page and sign the agreement. We will complete the date on the first page with your date of election, once the Board has approved your election, and will return to you a copy of your fully completed agreement.
Upon your election, the Company will provide additional information relating to your service as a member of the Board, such as our Code of Business Conduct and Ethics, Corporate Governance Guidelines and Insider Trading Policy.
In accepting this offer, you are representing to us that (i) you do not know of any conflict which would restrict your service on the Board and (ii) you will not provide the Company with any documents, records, or other confidential information belonging to other parties. This letter agreement shall terminate upon your departure from the Board of Directors. Nothing in this offer should be construed to interfere with or otherwise restrict in any way the rights of the Company and the Company’s stockholders to remove any individual from the Board of Directors at any time in accordance with the provisions of applicable law and the Company’s organizational documents.
To accept this appointment and confirm your agreement with the terms of this offer, please sign and return a copy of this letter and the Indemnification Agreement to me. The signed and completed enclosures should also be returned shortly thereafter. In the meantime, should you have any questions, I can be reached at [*].
| Sincerely, | |
|---|---|
| /s/ Peter Z. Wang | |
| Peter Z. Wang | |
| Chairman of the Board and Chief Executive Officer | |
| Accepted and Agreed: | |
| By: | /s/ Charles Athle Nelson |
| --- | --- |
| Name: Charles Athle Nelson |
Enclosure:
| • | Indemnification Agreement |
|---|
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