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~~April 2313, ~~2025~~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.~~02.~~03 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

OnAs ~~December~~previously 22disclosed, on June 11, 2025, ~~Mr.~~taken ~~Gang~~by ~~“Gavin”~~written ~~Lin,~~consent ~~the~~in ~~independent~~lieu ~~director~~ of ~~the~~a ~~Company~~meeting ~~notified~~by the ~~Board~~holders of ~~Directors~~a (majority of the ~~“Board”)~~voting power of Cenntro Inc., a Nevada corporation ~~Corporation~~ (the “Company”)’s ofoutstanding ~~his~~capital ~~decision~~stock to(the ~~resign~~“Controlling ~~his~~Stockholders”) ~~position~~ as anof ~~independent~~June ~~director~~11, 2025, the Controlling Stockholders approved and aauthorized ~~member~~the Board of Directors of the ~~Audit~~Company ~~Committee~~(the “Board”) to amend the Articles of Incorporation of the ~~Board,~~Company ~~effective~~to oneffect ~~December~~a ~~23,~~reverse ~~2025.~~stock ~~Mr.~~split ~~Lin~~of the Company’s ~~decision~~outstanding ~~was~~capital ~~made~~stock ~~solely~~at ~~for~~an ~~personal~~exchange ~~reasons~~ratio ~~and~~between ~~not~~1-for-10 ~~due~~ to ~~any~~1-for-250, ~~disagreement~~such ~~with~~that the ~~Company~~timing orand ~~the~~ratio ~~Board~~of onthe ~~any~~reverse ~~matter~~stock ~~relating~~split towill ~~the~~be ~~Company’s~~determined ~~operations,~~by ~~policies,~~the ~~or practices~~Board.

ToPursuant ~~fill~~to Section 78.207 of the ~~vacancy~~Nevada ~~created~~Revised byStatutes ~~Mr.~~(“NRS”), ~~Lin~~and pursuant to the Amended and Restated Articles of Incorporation of the Company, on March 22, 2026, the Board approved (x) a 1-for-60 reverse stock split of the Company’s ~~resignation~~capital ~~until~~stock such that the Company’s ~~next~~authorized ~~annual~~capital ~~general~~stock ~~meeting~~of ~~called~~1,100,000,000 ~~for~~shares, including (i) 1,000,000,000 shares of common stock, par value $0.0001 per share (the ~~election~~“Common Stock”), and (ii) 100,000,000 shares of ~~directors~~preferred stock, par value $0.0001 per share (the ~~Board appointed~~“Preferred ~~Charles~~Stock”), ~~Athle~~will ~~Nelson~~be reduced to ~~serve~~18,333,334 shares, including (i) 16,666,667 authorized shares of Common Stock and (ii) 1,666,667 shares of Preferred Stock; (y) every holder of Company’s Common Stock shall receive one share of Common Stock for every sixty (60) shares of Common Stock currently held as anof ~~independent~~April ~~director~~13, 2026 (the “Effective Date”); and every holder of Company’s Preferred Stock shall receive one share of Preferred Stock for every sixty (60) shares of Preferred Stock currently held as of the Effective Date (the “Reverse Stock Split”); and (z) the filing of a ~~member~~Certificate of Change to the ~~Audit~~Company’s ~~Committee~~Articles of Incorporation with the ~~Board,~~Secretary ~~effective~~of onState ~~December~~of ~~23,~~Nevada ~~2025~~to effect the Reverse Stock Split.

~~Mr.~~On ~~Charles~~March ~~Athle~~24, ~~Nelson~~2026, ~~has~~the ~~been~~Company ~~active~~filed ina ~~the~~Certificate ~~capital~~of ~~markets~~Change ~~for~~Pursuant ~~the~~to ~~past~~Section ~~35 years~~78.209 Heof ~~began~~the ~~his~~NRS ~~financial career as a market representative~~ with ~~American~~ ~~International~~the ~~Group~~Secretary ~~and~~of inState ~~1979~~of ~~joined Dean Witter Reynolds as a Financial Advisor~~Nevada, together ~~working~~ with ~~high~~a ~~net~~proportionate ~~worth~~reduction ~~and~~in ~~institutional~~the ~~clients.~~number Inof ~~1980,~~authorized heshares ~~joined~~of ~~Drexel~~Common ~~Burnham~~Stock and ~~Lambert,~~Preferred ~~and subsequently~~Stock, atto ~~Ladenberg~~be ~~Thalmann~~effective ~~and~~as ~~then~~of ~~at Auerbach~~the ~~Pollack~~Effective ~~and Richardson originated equity and investment banking transactions~~Date. ~~Over~~On April 13, ~~the last 20 years~~2026, ~~Mr. Nelson has been involved with financing companies in~~ the ~~fintech,~~Company ~~healthcare~~filed ~~and~~a ~~bio-pharma~~Certificate ~~spaces~~of ~~through~~Amendment ~~private~~to ~~equity~~Amended and ~~public financing~~Restated ~~including~~Articles ~~listings~~of onIncorporation ~~the~~with ~~Nasdaq and~~ the ~~NYSE.~~Secretary ~~Mr.~~of ~~Nelson~~State ~~holds~~of ~~a bachelor’s degree in arts from Villanova University and an MBA from Rutgers University~~Nevada.

~~There~~The ~~are~~Reverse noStock ~~arrangements~~Split orbecame ~~understandings~~effective ~~between~~for ~~Mr.~~trading ~~Nelson~~purposes ~~and~~at ~~any~~the ~~other~~market ~~persons~~opening ~~pursuant~~on tothe ~~which~~Effective heDate, ~~was~~at ~~selected~~which astime athe ~~director,~~Company’s ~~and~~Common ~~there~~Stock ~~are~~began notrading on ~~related~~ the ~~party~~Nasdaq ~~transactions~~Capital ~~involving~~Market ~~Mr.~~on ~~Nelson~~a ~~requiring~~split-adjusted ~~disclosure~~basis ~~pursuant~~under tothe ~~Item~~symbol ~~404(a)~~“CENN.” ofThe ~~Regulation~~new ~~S-K~~CUSIP ~~under~~number for the ~~Securities~~Company’s ~~Exchange~~Common ~~Act~~Stock ofpost-Reverse ~~1934,~~Stock asSplit ~~amended~~is 150964302. The ~~Board~~Company has ~~determined~~rounded ~~that~~up ~~Mr.~~to ~~Nelson~~the isnext anfull ~~“independent~~share ~~director”~~of asthe ~~defined~~Company’s Common Stock ~~under~~ any ~~Nasdaq~~fractional ~~Listing~~shares ~~Rule~~resulting ~~5605(a)(2)~~from the Reverse Stock Split.

~~The~~Item ~~Company agrees to pay Mr~~7.01 ~~Nelson~~Regulation anFD ~~annual compensation of US$25,000, payable in arrears, in equal installments quarterly~~Disclosure. ~~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~~On ~~foregoing~~April ~~description~~9, of2026, the ~~director~~Company ~~offer~~issued ~~letter~~a ~~does~~press ~~not~~release ~~purport~~announcing tothe beReverse ~~complete~~Stock ~~and~~Split isdescribed ~~qualified~~above. inThe ~~its~~text ~~entirety~~of bythe ~~reference~~press torelease ~~such agreement, a copy of which~~ is ~~attached~~furnished as Exhibit 1099.1 ~~to this Current Report on Form 8-K~~ and is incorporated herein by reference.

The information in this Item 97.01 ~~Financial~~of ~~Statement~~this Current Report, including Exhibit 99.1 attached hereto, is being furnished and ~~Exhibits~~shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.

Forward-Looking Statements

This filing includes “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding: (i) the impact of the Reverse Stock Split on the trading market for the Company’s Common Stock, including the trading price, liquidity, trading volume, volatility and marketability of the Common Stock after the Reverse Stock Split; (ii) public perception of the Reverse Stock Split and the potential impacts on the trading market or price of the Common Stock in light of the history of reverse stock splits for other companies and the Company’s past reverse stock split; (iii) the likelihood that the Reverse Stock Split will result in any permanent increase in the trading price per share of Common Stock; (iv) whether or not the Reverse Stock Split will cure any deficiency under, and allow the Company to regain compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2); (v) whether or not the Company will qualify for inclusion in any stock indexes in the future; (vi) the Company’s growth plans and anticipated success of its commercial offerings; and (vii) the Company’s ongoing business transformation, including the execution of its fleet modernization, cost reduction, operational efficiency and productivity initiatives, its ability to execute such initiatives on the timelines that it currently anticipates and to realize the expected commercial, financial and operational benefits during and after the expected period of transition. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 15, 2026 and the Company’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.

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

Exhibit Number		Description of Document
Exhibits Number		Description
10.1*#		Director Offer Letter dated December 23, 2025 by and between Cenntro Inc. and Charles Athle Nelson.
3.1		Certificate of Change filed with the Secretary of State of Nevada
104		Cover page of this Current Report on Form 8-K formatted in Inline XBRL
3.2		Certificate of Amendment to Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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
Dated: April 15, 2026
	Cenntro Inc.
	By:	/s/ Peter Z. Wang
	Name:	Peter Z. Wang
	Title:	Chief Executive Officer

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