Cenntro Inc 8-K, filed Sep 17, 2026
Cenntro Inc. (CENN)
8-K
2026-09-17
For: 2026-09-14
View Original
Added on
September 17, 2026
About this 8-K
Cenntro Inc filed this 8-K on September 17, 2026, reporting on events of September 14, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
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): September 14, 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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Name of each exchange on which registered | ||
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 1.01 |
Entry into a Material Definitive Agreement.
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The information disclosed in Item 3.02 below is incorporated by reference into this Item 1.01.
| Item 3.02 |
Unregistered Sales of Equity Securities.
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As previously disclosed, on August 25, 2026, Cenntro Inc., a Nevada corporation (the
“Company”) entered into securities purchase agreements (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), an
aggregate of up to 12,800,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $3.773 per share of Common Stock, being the average Nasdaq official closing price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of the securities purchase
agreements.
On September 14, 2026, the Company entered into the First Amendment to the Purchase Agreement (the “First Amendment”) by and among the Company and the
Investors, which was approved by the Board of Directors of the Company on the same date, to increase the offering size from up to 12,800,000 shares of Common Stock, to up to an aggregate of US$57,047,760 to issue and sale an aggregate of up to
15,120,000 shares of Common Stock (the “Sale Shares”), at the same purchase price of $3.773 per Sale Share.
The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the
agreement, a form of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
The Private Placement closed on September 15, 2026. The Company received aggregate gross proceeds of approximately $57,047,760 from the Private
Placement and intends to use the proceeds for working capital and general corporate purposes. The Common Stock were issued and sold by the Company to the Investors in reliance upon the exemptions from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and Regulation S promulgated thereunder. Each Investor represented that it is not a “U.S. person” in accordance with Regulation S under the Securities Act. The
Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of the Common Stock described in this report.
This current report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. 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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Form of the First Amendment to Securities Purchase Agreement
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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: September 16, 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 10.1
FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
This First Amendment to Securities Purchase Agreement (this “Amendment”)
is made and entered into as of September 14, 2026 by and among Cenntro Inc., a Nevada corporation (the “Company”), and each of the purchasers (each, including its
successors and assigns, a “Purchaser” and collectively, the “Purchasers”, and together with
the Company, the “Parties”) identified on the signature pages to that certain Securities Purchase Agreement, dated as of August 25, 2026 (the “Purchase Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.
RECITALS:
A. WHEREAS, the Company and the Purchasers entered into the
Purchase Agreement, which sets forth the Parties’ rights and obligations with respect to the transactions contemplated thereby;
B. WHEREAS, in due consideration of the promises that the
Parties have made to each other in the Purchase Agreement and therewith, the Parties desire to amend the Purchase Agreement in the manner set forth herein;
C. WHEREAS, Section 11 of the Purchase Agreement provides
that the Purchase Agreement may be amended by a written instrument signed by the parties against whom enforcement of any such amendment is sought
D. WHEREAS, the subject to the terms and conditions set
forth in this Amendment, the Purchasers and the Company desires to amended the Purchase Agreement; and
E. WHEREAS, the Parties intend that this Amendment shall
be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
AMENDMENTS
1.1 Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety, and replaced with the following:
“1.1. Sale of Shares. Subject to the terms and
conditions set forth in this Agreement, Company agrees to issue and sell, and the Purchasers agrees to purchase, in a private placement 15,120,000 shares of Common Stock of the Company (the “Shares”), for an aggregate of US$57,047,760, or US$3.773 per Share, being the average Nasdaq official closing price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately
preceding August 25, 2026, date of the Securities Purchase Agreement, by and among the Company and each Purchaser, with each Purchaser to purchase such number of Shares for such purchase price (“Purchase Price”) as indicated on the signature pages of this Agreement, as amended by the First Amendment to Securities Purchase Agreement on September 14, 2026.”
ARTICLE II
MISCELLANEOUS
2.1 No other Amendments. Except as expressly amended hereby, the terms
and conditions of the Purchase Agreement shall continue in full force and effect.
2.2 Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York without regard to its principles of conflicts of laws.
2.3 Miscellaneous. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s
signature page thereof) will be deemed to be an executed original thereof.
2.4. Further Assurances. Each party shall do and perform or cause to
be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the
purposes of this Amendment and the consummation of the transactions contemplated hereby.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the Parties have caused this Amendment
to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
Cenntro Inc.
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By:
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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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PURCHASER SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned Purchaser has executed and delivered this Securities Purchase Agreement as of the date set forth
below.
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Name of Purchaser:
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Authorized Signature:
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Name of Signatory (if the purchaser is an entity):
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Title of Signatory (if the purchaser is an entity):
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Amount of Purchase Price: US$
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Number of Shares to Be Acquired:
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Address of Purchaser :
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Email, telephone number and fax number of Purchaser:
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Exact Name in which Shares will be registered :
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Dated: [•], 2026
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