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): September 7, 2017
CEMTREX, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-37464 | 30-0399914 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
19 Engineers Lane | ||
Farmingdale, New York | 11735 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631) 756-9116
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:
[ ] | 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)) |
CURRENT REPORT ON FORM 8-K
Cemtrex, Inc.
September 7, 2017
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On September 7, 2017, we filed an amendment to our certificate of incorporation with the Delaware Secretary of State increasing the number of our authorized shares of preferred stock from 10,000,000 to 20,000,000 shares. The amendment was approved by all members of our board of directors and by holders of a majority of our outstanding shares of common stock and preferred stock by written consent. An information statement on Schedule 14C notifying our stockholders of action taken by written consent was mailed to stockholders (of record on August 7, 2017) on August 11, 2017.
The amendment to our certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. | |
(d) | Exhibits . The exhibit listed in the following Exhibit Index is filed as part of this current report. |
Exhibit No. | Description | |
3.1 | Certificate of Amendment of the Certificate of Incorporation of Cemtrex, Inc., filed with the Delaware Secretary of State on September 7, 2017. |
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.
CEMTREX, INC. | ||
Date: September 8, 2017 | By: | /s/ Saagar Govil |
Saagar Govil | ||
Chairman, President and Chief Executive Officer |
Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 10:05 AM 09/07/2017
FILED 10:05 AM 09/07/2017
SR 20176050538 – File Number 2888556
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CEMTREX, INC.
(a Delaware corporation)
The undersigned, Saagar Govil, hereby certifies that:
1. He is the Chairman, President and Chief Executive Officer of Cemtrex, Inc. (the “Corporation”), a Delaware corporation, and is duly authorized by the resolutions adopted and approved at a meeting of the Board of Directors of the Corporation to execute this instrument.
2. This Certificate of Amendment of the Certificate of Incorporation of the Corporation was duly approved by the Corporation’s Board of Directors, and duly adopted by stockholders holding a majority of the outstanding shares of common stock and preferred stock of the Corporation, by written consent as of August 7, 2017, in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
3. Article 4 of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
ARTICLE 4. CAPITAL STOCK. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Forty Million (40,000,000) shares, consisting of (i) Twenty Million (20,000,000) shares of Common Stock, par value $0.001 per share, and (ii) Twenty Million (20,000,000) shares of Preferred Stock, par value of $0.001 per share. Except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.
4. This Amendment to the Certificate of Incorporation of the Corporation has been duly executed in accordance with Section 103 of the General Corporation Law of the State of Delaware.
5. This Amendment to the Certificate of Incorporation of the Corporation shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed this 6 th day of September 2017.
By: | /s/ Saagar Govil | |
Saagar Govil | ||
Chairman, President and Chief Executive Officer |