CENN 8-K
Cenntro Inc. (CENN)
8-K
2026-07-28
For: 2026-07-22
View Original
Added on
July 28, 2026
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
(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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(
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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. ☐
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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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
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(d) Exhibits
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Exhibits
Number
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Description
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Certificate of Amendment to Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada
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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: July 28, 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:
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Peter Z. Wang
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Title:
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Chief Executive Officer
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Exhibit 3.1
STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings
Business Entity - Filing Acknowledgement 07/22/2026 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): Indexed Entity Information: Entity ID: E30165262023-0 Entity Status: Active W2026072200811-5355888
20265915453 Amended and Restated Articles 7/22/2026 8:42:00 AM 4 Entity Name: Cenntro Inc. (the "Corporation") Expiration Date: None Commercial Registered Agent Vcorp Agent Services, Inc. 701 S. Carson Street, Suite 200, Carson City, NV
89701, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also
affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119
10:25:20 a_m_07-20;-2026 I -3-I 18886118813 7 To: NV Secretray of State Page: 3 of6 2026-07-20 17:26:04 GMT Filed in the
Office of Business Number Filing Number Filed On 7/22/2026 8:42:00 AM Number of Pages FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation:
Certificate of Amendment (PuRsuANT To NRs 78_380 & 78_385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT rn NRs 78.403) Officer's Statement (PURSUANT To NRs ao.o3o) TYPE OR PRINT • USE DARK INK
ONLY • DO NOT HIGHLIGHT 1. Entity information: Name of entity as on file with the Nevada Secretary of State: CENNTRO INC. (the "Corporation") Entity or Nevada Business Identification Number (NVID): -E30165262023-0 2. Restated or .x: Certificate
to Accompany Restated Articles or Amended and Restated Articles D Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of
the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. [B_) Amended and Restated Articles * Restated or Amended and Restated Articles must be
included with this filing type. Amended and Restated Articles: (Select one) (If amending and restating onl�, complete section 1,2 3, 5 and 6) 3. Type of Amendment Filing Being Completed: (Select only one box) Certificate of Amendment to Articles
of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) C incorporators □ board of directors The undersigned affirmatively
declare that to the date of this certificate, no stock of the corporation has been issued (If amending. complete section 1, 3, 5 and 6.) � Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance
of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes
or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 50_5% Or i i No action by stockholders is required, name change only. l LJ Officer's Statement (foreign qualified
entities only) - Name in home state, if using a modified name in Nevada: ! I i Jurisdiction of formation:[ J Changes to takes the following effect: ! The entity name has been amended. I IDissolution ' The purpose of the entity has been amended.
LJMerger C The authorized shares have been amended. D Conversion Other: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise,
relating to the original articles in the place of the corporations creation. This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 9/1/2023
