SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 22, 2016 (April 15, 2015)
Commission File Number: 00053238
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
19 Engineers Lane, Farmingdale, New York 11735
(Address of principal executive offices)
(Registrant's Telephone number)
(Former Name or Former Address, if Changed Since Last Report)
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K/A amends the Current Report on Form 8-K/A of Cemtrex, Inc. (the “Company”) filed with the Securities and Exchange Commission on April 15, 2015 (the “Original Report”) related to the reverse stock split of Cemtrex’s common stock. The Original Report was filed on Form 8-K/A but was in fact a new filing and should have been filed on form 8-K. No other information is being changed at this time.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 5.07.
Item 8.01. Other Events.
On April 3, 2015 Cemtrex, Inc. (the “Company”) adopted a Shareholder Resolution to permit the Company’s Board of Directors, in its sole discretion, to file a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to effect a 1-for-6 reverse split of the outstanding shares of the Company’s common stock (the “Reverse Stock Split”).
On April 6, 2015, the Company filed the Charter Amendment with the Delaware Secretary of State to effect the Reverse Stock Split. As a result, every six outstanding shares of the Company’s common stock combined automatically into one share of common stock. Each stockholder’s percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes and adjustments resulting from the treatment of fractional shares. The Charter Amendment is filed as Exhibit 3.1, to this Current Report on Form 8-K and is incorporated herein by reference.
On April 14, 2015, the Company announced that it had effected the Reverse Stock Split and that trading in its common stock on the New York Stock Exchange on a split-adjusted basis would begin on the morning of April 15, 2015. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
|Exhibit Number||Exhibit Title|
|3.1||Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Cemtrex, Inc.|
|99.1||Press Release dated April 14, 2015|
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.
|Date: August 22, 2016|
|By:||/s/ Saagar Govil|
|Name: Saagar Govil|
Cemtrex (OTC: CTEI) Announces Reverse Stock Split in
Preparation for Planned Uplisting to NASDAQ Exchange
08:35 ET from Cemtrex
FARMINGDALE, N.Y., April 14, 2015 /PRNewswire/ - Cemtrex Inc. ( www.cemtrex.com ) announced today that in preparation for its planned uplisting to the NASDAQ CM Exchange, it is effecting a 1 for 6 reverse stock split of its common stock, to be effective for trading purposes as of the commencement of trading on April 15 th , 2015. As of this date, every six (6) shares of issued and outstanding common stock will be converted into one (1) share of common stock.
As of the market open on April 15th, the common stock will be trading under a new CUSIP number (15130G303), although the Company's ticker symbol, CTEI, will remain unchanged. However, the company's shares of common stock will trade on the OTCQC Marketplace under symbol, "CTEID", with the "D" added for the next 20 trading days to signify the stock split.
"Many of our shareholders and investors have supported our interest in moving Cemtrex to the NASDAQ Capital Markets exchange," said Saagar Govil, Chairman and Chief Executive Officer of Cemtrex. He continued, "We view this reverse split as one of the last remaining steps in meeting the requirements to be on the exchange and are working to get this important company milestone completed swiftly. Uplisting to a major exchange like NASDAQ will better enable us to attract a broader range of institutional investors and increase share liquidity."
As a result of the Reverse Split, the total issued and outstanding common shares will be reduced from approximately 40.7 million shares to approximately 6.8 million, subject to adjustment for fractional shares. No fractional shares will be issued in connection with the reverse stock split. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.
Stockholders who hold their shares in brokerage accounts or "street name" will have their shares automatically adjusted to reflect the reverse stock split. Holders of share certificates will receive instructions from the company's transfer agent, First American Stock Transfer, Inc. with specific instructions regarding the exchange of shares. Stockholders should direct any questions concerning the Reverse Split to their broker or the Company's transfer agent, First American Stock Transfer, (602) 485-1346.
About Cemtrex, Inc.
Cemtrex, Inc. (OTC: CTEI) is a diversified technology company that provides a wide array of solutions to meet today's industrial challenges. Cemtrex, through its wholly owned subsidiaries provides electronic manufacturing services of custom engineered printed circuit board assemblies, emission monitors & instruments for industrial processes, and environmental control & air filtration systems for industries & utilities.
Safe Harbor Statement
This press release contains forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date.
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