Cenntro Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
CENN$0.12-15.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules. |
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| (a) | The following documents are filed as part of this report: |
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| (1) | Financial Statements: |
The audited balance sheet of the Company as of December 31, 2025, the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, the footnotes thereto, and the report of GGF, independent auditors, are filed herewith.
| (2) | Financial Schedules: |
None
Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.
| (3) | Exhibits: |
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.
| (b) | The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included. |
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Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
| ● | may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; |
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| ● | may apply standards of materiality that differ from those of a reasonable investor; and |
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| ● | were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. |
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Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
| Exhibit Number | Description |
| 3.1* | Amended and Restated Articles of Incorporation of Cenntro Inc., filed with the Secretary of State of the State of Nevada on April 13, 2026. |
| 3.2 | Amended and Restated Bylaws of Cenntro Inc., dated November 10, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12-b, File No. 001-38544, filed with the SEC on February 27, 2024). |
| 3.3* | Certificate of Change filed on March 24, 2026 |
| 4.1 | Exchange Note, dated October 23, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on October 28, 2025) |
| 10.1 | Scheme Implementation Agreement, dated September 8, 2023, between CEGL and Cenntro Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K12-b, File No. 001-38544, filed with the SEC on February 27, 2024). |
| 10.2+ | Cenntro Inc. 2023 Equity Incentive Plan (and Forms of Stock Option Agreement, Cash-Settled Option Agreement, Restricted Stock Agreement and Restricted Stock Unit Agreement (and each agreement’s Notice of Exercise and Grant Notice, as applicable)) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K12-b, File No. 001-38544, filed with the SEC on February 27, 2024). |
| 10.3+ | Employment Agreement, dated August 20, 2017, by and between Mr. Peter Z. Wang and Cenntro Automotive Group Limited (incorporated by reference to Exhibit 10.9 to the Company’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on January 5, 2022). |
| 10.4+ | Employment Agreement, dated as of August 20, 2017, by and between Mr. Ming He and Cenntro Automotive Group Limited (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, File No. 001-38544, filed with the SEC on April 1, 2024). |
| 10.5 | Entrustment Agreement, dated December 4, 2021, by and between Cenntro Electric Group, Inc. and Cedar Europe GmbH (incorporated by reference to Exhibit 10.21 to the Company’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on January 5, 2022). |
| 10.6+ | Share and Loan Purchase Agreement, dated as of March 5, 2022, by and among Cenntro Electric Group, Inc. and Mosolf SE & Co. KG (incorporated by reference to Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 9, 2022). |
| 10.7 | Share and Loan Purchase Agreement, dated as of December 13, 2022, by and among Cenntro Electric Group, Inc. and Mosolf SE & Co. KG (incorporated by reference to Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 16, 2022). |
| 10.8 | Placement Agency Agreement, dated as of July 20, 2022, by and between Cenntro Electric Group Limited and Univest Securities, LLC, as placement agent (incorporated by reference to Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 21, 2022). |
| 10.9 | Securities Purchase Agreement, dated as of July 20, 2022, by and among Cenntro Electric Group Limited and certain accredited investors, (incorporated by reference to Exhibit 10.2 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 21, 2022). |
| 10.10 | Loan Agreement, dated as of April 15, 2025, entered into by and between Zhongchai Holding (Hong Kong) Limited and Cenntro Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 18, 2025) |
| 10.11 | Promissory Note, dated as of April 15, 2025, issued by Cenntro Inc. to Zhongchai Holding (Hong Kong) Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 18, 2025) |
| 10.12 | Amendment 1 to Senior Secured Convertible Promissory Note, dated as of May 16, 2025 between Cenntro Inc. and About Investment Pte. Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 21, 2025) |
| 10.13 | Exchange Agreement, dated October 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 28, 2025) |
| 10.14 | Director Offer Letter dated May 30, 2025 by and between Cenntro Inc. and Mr. Guangguang “Steve” Qin (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 4, 2025) |
| 10.15 | Director Offer Letter dated December 23, 2025 by and between Cenntro Inc. and Charles Athle Nelson. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 31, 2025) |
| 10.16* | Operating Lease Agreements dated August 30, 2024, by and between Jiangsu Joylong Automobile Co., Ltd., as Landlord, and Jiangsu Tooniu Tech Co., Ltd., as Tenant (JL-20240901) |
| 10.17* | Operating Lease Agreements dated August 30, 2024, by and between Jiangsu Joylong Automobile Co., Ltd., as Landlord, and Jiangsu Tooniu Tech Co., Ltd., as Tenant (JL-20240902) |
| 10.18* | Lease Agreement dated January 15, 2025, by and between Schmidts GmbH & Co. KG Immobilien, as Landlord, and Antric GmbH, as Tenant |
| 10.19* | Operating Lease Agreement dated March 25, 2025, by and between American Quartz Group Inc., as Landlord, and Bison Motors Inc., as Tenant |
| 10.20* | Operating Lease Agreement dated May 19, 2025, by and between Comunidad de Bienes VIDAL PLANAS JOSE Y OTROS CB, as Landlord, and AVANTIER MOTORS SPAIN, S.L., as Tenant |
| 14.1 | Cenntro Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K12-b, File No. 001-38544, filed with the SEC on February 27, 2024). |
| 15.1* | Consent of GGF CPA LTD, regarding the incorporation by reference the report dated April 15, 2026 in this Annual Report on Form 10-K |
| 19 | Cenntro Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K, File No. 001-38544, filed with the SEC on April 1, 2024). |
| 21.1* | List of Subsidiaries. |
| 31.1* | Certification of Principal Executive Officer required by Rule 13a-14(a). |
| 31.2* | Certification of Principal Financial Officer required by Rule 13a-14(a). |
| 32.1** | Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code. |
| 97.1 | Cenntro Policy Related to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K, File No. 001-38544, filed with the SEC on April 1, 2024). |
| 101. INS | Inline XBRL Instance Document. |
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
- Management contract or compensatory plan
- Filed with this annual report on Form 10-K
** Furnished with this annual report on Form 10-K
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.