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): November 30, 2023
(Exact Name of Registrant as Specified in Charters)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(Address of Principal Executive Offices, and Zip Code)
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Registrant's Telephone Number, Including Area Code
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N/A
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(Former name or former address, if changed since last 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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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 8.01 |
Other Events.
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As previously reported on a current report on Form 8-K, filed September 1, 2023 with the U.S. Securities and Exchange Commission
by Cenntro Electric Group Limited ACN 619 054 938 (the “Company”), on September 1, 2023 the Company held its annual general meeting of shareholders where among other proposals, the shareholders of the Company did approve the consolidation of the
ordinary shares of the Company on a one-for-ten (1:10) basis with effect from December 1, 2023( the “Share Consolidation”).
On November 30, 2023, the Company determined to postpone the Share Consolidation until a later practicable date. The purpose of the postponement of the Share
Consolidation is to allow Depository Trust and Clearing Corporation (“DTCC”) more time to confirm eligibility of the Company’s post-split shares. The Company will continue to work to effect the Share Consolidation as soon as possible following DTCC eligibility.
On November 30, 2023, the Company issued a press release announcing the postponement of the Share Consolidation, which is filed herewith as Exhibit 99.1 to this
Current Report on Form 8-K and which is incorporated herein by reference.
| Item 9.01 |
Exhibits.
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Exhibit
No.
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Description
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Press Release, dated November 30, 2023
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104
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Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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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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Dated: November 30, 2023
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Cenntro Electric Group Limited
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By:
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/s/ Peter Wang
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Name:
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Peter Wang
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Title:
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Chief Executive Officer
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Exhibit 99.1
Cenntro Electric Group Postpones Reverse Stock Split
FREEHOLD, N.J. – November 30, 2023 – Cenntro Electric Group Limited (NASDAQ: CENN) (“Cenntro” or “the Company”), a leading EV technology company with advanced, market-validated
electric commercial vehicles, today announced that the planned reverse split of its outstanding common stock that was to be effective on December 1, 2023 has been postponed.
The effective date of the reverse stock split cannot be determined until Depository Trust and Clearing Corporation (“DTCC”)
eligibility is confirmed. The Company expects to receive confirmation of DTCC eligibility in the coming days and will provide an update as to the effective date of the reverse stock split as soon as practicable.
The purpose of the previously announced 1-for-10 reverse stock split of its outstanding common stock is to regain compliance
with the minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2) by December 18, 2023 and the Company has no reason to believe it will not meet that deadline.
Upon the effective date to be determined, the Company’s common stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens and
will continue to trade under the symbol “CENN”. The new CUSIP number for the common stock following the reverse stock split will be Q6519V146.
The reverse stock split uniformly affects all issued and outstanding shares of the Company’s common stock and will not alter any stockholder’s percentage of ownership
interest in the Company, except to the extent that the reverse stock split results in fractional shares. No fractional shares will be issued in connection with the reverse stock split. Stockholders will be issued one whole share of common stock in
exchange for any fractional interest that such stockholder would have otherwise received as a result of the reverse stock split. The par value of the Company’s common stock will remain unchanged after the reverse stock split.
The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 304,449,091 shares to approximately 30,444,910 shares,
plus any shares to be issued in exchange for fractional interests. All options, warrants, shares issuable upon conversion of the Company’s preferred stock and stock awards of the Company outstanding immediately prior to the reverse stock split will
be adjusted in accordance with their terms.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as the exchange agent for the reverse
stock split. Continental Stock Transfer & Trust Company will provide instructions to stockholders of record regarding the exchange of stock certificates, as applicable, but such exchange is not required. Stockholders who hold their shares in
brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares and should direct any questions concerning the reverse stock split to their broker. All stockholders of record may direct questions to the
Company's transfer agent, Continental Stock Transfer & Trust Company, by calling 212-509-4000.
About Cenntro Electric Group Ltd.
Cenntro Electric Group Ltd. (or "Cenntro") (NASDAQ: CENN) is a leading designer and manufacturer of electric commercial vehicles. Cenntro's purpose-built ECVs are
designed to serve a variety of organizations in support of city services, last-mile delivery, and other commercial applications. Cenntro plans to lead the transformation in the automotive industry through scalable, decentralized production, and smart
driving solutions empowered by the Cenntro iChassis. For more information, please visit Cenntro's website at: www.cenntroauto.com.
Exhibit 99.1
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as "may,'' "believe,'' "anticipate,'' "could,'' "should,'' "intend,'' "plan,'' "will,'' "aim(s),''
"can,'' "would,'' "expect(s),'' "estimate(s),''"project(s),'' "forecast(s)'', "positioned,'' "approximately,'' "potential,'' "goal,'' "strategy,'' "outlook'' and similar expressions. Examples of forward-looking statements include, among other things,
statements regarding assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking statements are based on management's current beliefs, expectations and assumptions,
and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional risks and uncertainties that could impact Cenntro’s
forward-looking statements, please see disclosures contained in Cenntro's public filings with the SEC, including the "Risk Factors" in Cenntro's Annual Report on Form 10K/A filed with the Securities and Exchange Commission on July 6, 2023 and which
may be viewed at www.sec.gov.
Contacts:
Investor Relations Contact:
Chris Tyson
MZ North America
CENN@mzgroup.us
949-491-8235
Company Contact:
PR@cenntroauto.com
IR@cenntroauto.com