UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 15, 2025
Cenntro Inc.
(Exact Name of Registrant as Specified in Charters)
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Nevada
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001-38544
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93-2211556
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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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501 Okerson Road, Freehold, New Jersey 07728
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(Address of Principal Executive Offices, and Zip Code)
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(732) 820-6757
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| Registrant's Telephone Number, Including Area Code |
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report) |
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 exchange on which registered
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Comon Stock, $0.0001 par value per share
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CENN
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The Nasdaq Capital Market
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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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications 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 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
First Amendment to Senior Secured Promissory Note
On May 16, 2025, Cenntro Inc. (the “Company”) and About Investment Pte. Ltd. a Singapore exempt private company limited by shares (“Holder”)
entered into an amendment (the “Note Amendment”) to a senior secured promissory note (the “Note”) originally issued by the Company on July 20, 2022, in an original principal amount of $52,237,500.
Pursuant to the Note Amendment, the parties have agreed to amend the floor price of any conversions of the Note to $0.202 per share equal to an
eighty percent (80%) discount of the closing bid price of the Company’s common stock during the trading day immediately preceding the Note Amendment, which will be adjusted accordingly in the event of a share split or combination. The terms of
the Amended Note continue to grant the Holder the right to convert from time to time at its election, all or any portion of the outstanding balance of the Note into shares common stock of the Company at the conversion price, which is equal to the
lesser of (i) the fixed conversion price or (ii) eighty-five percent (85%) of the ten (10) day VWAP during the ten (10) consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date, and in each
case subject to adjustment set forth in the Note.
The Note continues to contains an ownership limitation, pursuant to which the Company shall not effect any issuance of shares of common stock to
the extent that such issuance would cause the Holder, together with its affiliates, to beneficially own a number of common shares exceeding 9.99% of the number of shares of common stock outstanding on such date, including shares of common stock
issuable upon such conversion under the Note.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2025, Dr. Yi Zeng, the director (the “Director”) of the Company,
notified the board of directors of the Company (the “Board”) of his decision to resign his position on the Board of the Company and as a member of the
audit committee of the Board, effective immediately. Dr. Zeng’s decision was not the result of any disagreement between Dr. Zeng and the Company on any
matters relating to the Company’s operations, policies or practices. Due to the vacancy left by Dr. Zeng, the Board intends rectify the vacancy on the audit committee of the Board.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
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Amendment 1 to Senior Secured Convertible Promissory Note, dated as of May 16, 2025 between the Company and the Holder
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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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Cenntro Inc.
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Dated: May 21, 2025
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By:
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/s/ Peter Z. Wang |
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Peter Z. Wang
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Chief Executive Officer |