Cenntro Inc. Files 8-K: Agreements, Obligations, and Equity Sales

TL;DR

Cenntro Inc. 8-K: Material agreements entered/terminated, new debt, equity sales. Watch closely.

AI Summary

On October 23, 2025, Cenntro Inc. filed an 8-K detailing several material events. These include entering into and terminating material definitive agreements, creating direct financial obligations, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Cenntro Inc., including changes in contractual agreements and potential dilution from equity sales, which could impact investors.

Risk Assessment

Risk Level: medium — The filing mentions both the entry into and termination of material agreements, creation of financial obligations, and unregistered sales of equity, suggesting potential financial instability or significant strategic shifts.

Key Players & Entities

• Cenntro Inc. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• October 23, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — hange on which registered Comon Stock, $0.0001 par value per share CENN The Nasdaq
• $4,000,000 — er 23, 2025, in the principal amount of $4,000,000, with an interest rate of 8% per annum

Filing Documents

• ef20057839_8k.htm (8-K) — 36KB
• ef20057839_ex4-1.htm (EX-4.1) — 75KB
• ef20057839_ex10-1.htm (EX-10.1) — 25KB
• 0001140361-25-039603.txt ( ) — 291KB
• cenn-20251023.xsd (EX-101.SCH) — 4KB
• cenn-20251023_lab.xml (EX-101.LAB) — 22KB
• cenn-20251023_pre.xml (EX-101.PRE) — 16KB
• ef20057839_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Cenntro Inc., a Nevada Corporation (the "Company") and About Investment Pte. Ltd., a Singapore exempt private company limited by shares ("About Pte") have entered into certain exchange agreement dated October 23, 2025 (the "Exchange Agreement"), pursuant to which About Pte agreed to exchange the outstanding principal balance on a senior secured convertible note originally issued on July 20, 2022, assigned to About Pte and amended from time to time to extend the maturity date to January 19, 2026, as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on May 21, 2025. In consideration for the exchange, About Pte received a new secured convertible promissory note issued on October 23, 2025, in the principal amount of $4,000,000, with an interest rate of 8% per annum and a maturity date of January 19, 2026 (the "Exchange Note"). Under the terms of the Exchange Note, in the event of default, interest shall accrue at the lesser of (i) 10% per annum or (ii) the maximum rate permitted by applicable law. Upon cure of the default, the interest rate shall revert to the original rate of 8% per annum. Additionally, an event of default may, at the holder's election, trigger an acceleration of the note's maturity, in which case 110% of the then-outstanding principal amount, together with all accrued and unpaid interest, shall become immediately due and payable. The foregoing descriptions of the Exchange Agreement and the Exchange Note are qualified in their entirety by reference to the full text of the respective documents. Copies of the Exchange Agreement and the Exchange Note are filed herewith as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

02

Item 1.02 Termination of a Material Definitive Agreement. The information set forth in Item 1.01 above is incorporated herein by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference. The Exchange Note was issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the transaction involved an exchange of securities exclusively with an existing security holder of the Company. As of the date of this Current Report on Form 8-K, About Pte has converted the Exchange Note to purchase an aggregate of 12,000,000 shares of common stock, $0.0001 par value per share (the "Common Stock") of the Company, and the Company has issued to the About Pte 12,000,000 shares of Common Stock in accordance with the terms of the Exchange Note.

01

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit Number Description of Document 4.1 Exchange Note, dated October 23, 2025 10.1 Exchange Agreement, dated October 23, 2025 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL 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: October 28, 2025 Cenntro Inc. By: /s/ Peter Z. Wang Name: Peter Z. Wang Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR