Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Shares of our Common Stock are currently quoted on the Nasdaq Capital Markets under the symbol “CENN”. We had 87,912,831 shares of Common Stock issued and outstanding as of December 31, 2025. On April 13, 2026, we
effected a 1-for-60 Reverse Stock Split of its outstanding common stock, which reduced the number of issued and outstanding shares from 87,912,831 shares to approximately 1.5 million shares, subject to adjustment for fractional shares.
The following table sets forth, for the periods indicated, the high and low bid prices of our Common Stock.
High
Low
Fiscal Year Ended December 31, 2025
First Quarter
$
1.33
$
0.64
Second Quarter
$
1.10
$
0.67
Third Quarter
$
0.79
$
0.47
Fourth Quarter
$
0.66
$
0.13
Fiscal Year Ended December 31, 2024
First Quarter
$
1.56
$
1.00
Second Quarter
$
2.30
$
1.34
Third Quarter
$
1.84
$
1.11
Fourth Quarter
$
1.47
$
1.02
56
Table of Contents
Holders of Capital Stock
As of December 31, 2025, we had 188 holders of our Common Stock.
Stock Option Grants
As of the date of this Annual Report, options to purchase an aggregate of 36,704 shares of Common Stock have been granted and 86 shares of Common Stock have been issued under the 2023 Plan, in each case after giving effect to the Reverse Stock Split effected on April 13, 2026.
Transfer Agent
The transfer agent for our Common Stock is Continental Stock Transfer & Trust Company. The transfer agent’s address is 1 State Street, 30th Floor, New York, NY 10004.
Dividends
To date, we have not declared or paid any dividends on our Common Stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our Common Stock. Although we
intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future.
Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board of Directors deems relevant.
Recent Sales of Unregistered Securities
Except as set forth below or in a Current Report on Form 6-K or 8-K, there were no equity securities of the registrant sold by the registrant during the period covered by this annual report
that were not registered under the Securities Act other than the following transaction pursuant to the Redomiciliation:
On February 27, 2024, the Company completed the Redomiciliation. In connection with the Redomiciliation, Cenntro issued 30,828,778 (thirty million, eight hundred and twenty-eight thousand,
seven hundred and seventy-eight) shares of common stock, on the basis of one share of common stock for every one ordinary share of CEGL issued and outstanding prior to the Redomiciliation. The Redomiciliation was effected pursuant to a
statutory scheme of arrangement under Australian law (the “Scheme”). The issuance of Cenntro’s shares of common stock in the Scheme was exempt from registration under the Securities Act in reliance on Section 3(a)(10).
Convertible Promissory Notes and Related Derivative Liabilities
On May 16, 2025, we entered into an amendment (the “Note Amendment”) with About Investment Pte. Ltd. (the “Holder”) to a senior secured promissory note originally issued on July 20, 2022,
with an original principal amount of $52,237,500 (the “Note”). Pursuant to the Note Amendment, the parties agreed to modify the floor price applicable to conversions of the Note to $0.202 per share, subject to adjustment for share splits and
combinations. The Note, as amended, continues to provide that the Holder may convert all or any portion of the outstanding balance into our common stock at a conversion price equal to the lesser of (i) the fixed conversion price or (ii) 85% of
the ten day VWAP during the ten 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 also contains a 9.99%
beneficial ownership limitation, which restricts the Holder, together with its affiliates, from owning more than 9.99% of our outstanding common stock upon any conversion.
On October 23, 2025, we entered into an exchange agreement (the “Exchange Agreement”) with About Investment Pte. Ltd. (“About Pte”), pursuant to which About Pte agreed to exchange the
outstanding principal balance of a senior secured convertible note originally issued on July 20, 2022, as subsequently assigned to About Pte and amended to extend its maturity date to January 19, 2026, which was extended to January 19, 2027
on January 19, 2026. In consideration for the exchange, we issued to About Pte a new secured convertible promissory note in the principal amount of $4,000,000 (the “Exchange Note”). The Exchange Note bears interest at a rate of 8% per annum
and matures on January 19, 2026, which was extended to January 19, 2027 on January 19, 2026. Upon the occurrence of an event of default, interest accrues at the lesser of 10% per annum or the maximum rate permitted by applicable law, and the
holder may accelerate the maturity of the Exchange Note, in which case 110% of the then-outstanding principal amount, together with all accrued and unpaid interest, becomes immediately due and payable. Upon cure of any such default, the
interest rate reverts to 8% per annum. As of the date of this report, 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.
Item 6.
[Reserved]
Smaller reporting companies are not required to provide the information required by this item.