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): June 12, 2019 (April 29, 2019)
CEMTREX,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-37464
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30-0399914
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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276
Greenpoint Avenue, 2nd Floor
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Brooklyn,
NY
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11101
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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 [X]
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. [ ]
CURRENT
REPORT ON FORM 8-K
Cemtrex,
Inc.
June
12, 2019
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 29, 2019 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-8 reverse split of the outstanding shares
of the Company’s common stock (the “Reverse Stock Split”).
On
May 28, 2019, the Company filed the Charter Amendment with the Delaware Secretary of State to effect the Reverse Stock Split.
As a result, every eight 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
June 13, 2019, the Reverse Stock Split will become effective and that trading in its common stock on the NASDAQ Capital Markets
Exchange on a split-adjusted basis will begin on the morning of June 13, 2019. A 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
(d)
Exhibits
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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CEMTREX, INC.
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Date:
June 12, 2019
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By:
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/s/
Saagar Govil
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Saagar
Govil
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Chairman,
President and Chief Executive Officer
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Exhibit
99.1
Cemtrex
Common Stock Reverse Split is Effective on June 13, 2019
Cemtrex
Inc. (Nasdaq: CETX, CETXP, CETXW), a leading global technology company, today announced that previously announced 6:1 reverse
split of its outstanding common shares has been changed by the Company’s board of directors to 8:1, effective at 9:00 a.m.,
EDT, on June 13, 2019.
The
Company’s board of directors changed the reverse stock split ratio to ensure that the Company shall meet with NASDAQ’s
compliance requirement for maintaining its common stock on the exchange. The Company’s common stock will continue to trade
under the symbol “CETX”. Upon the effectiveness of the reverse stock split, every eight shares of issued and outstanding
common stock before the open of business on June 13, 2019 will be combined into one issued and outstanding share of common stock,
with no change in par value per share. The Company’s common stock will open for trading on Nasdaq on June 13, 2019 on a
post-split basis.
The
reverse stock split will affect all issued and outstanding shares of the Company’s common shares, as well as the number
of shares of common shares available for issuance under the Company’s stock options and warrants (CETXW). In addition, the
reverse stock split will reduce the number of shares of common shares issuable upon the exercise of stock options or warrants
outstanding immediately prior to the reverse split and correspondingly increase the respective exercise prices. The reverse stock
split will affect all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s
equity.
Shareholders
with questions may contact Clear Trust, LLC the Company’s transfer agent by calling 813-235-4490.
About
Cemtrex
Cemtrex,
Inc. (CETX) is a diversified technology company that’s driving innovation in a wide range of sectors, including smart technology,
virtual and augmented realities, advanced electronic systems, industrial solutions, and intelligent security systems.
www.cemtrex.com
Safe
Harbor Statement
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, including statements relating to our new product offerings or any proposed fundraising activities. These forward-looking
statements are based on management’s current expectations and are subject to certain risks and uncertainties that could
cause actual results to differ materially from those set forth in or implied by such forward looking statements. These risks and
uncertainties include, but are not limited to: operational losses and negative cash flows; any need for additional financing;
market acceptance of our products; our ability to manufacture and develop effective products and solutions; indebtedness to our
lenders; current and future economic conditions that may adversely affect our business and customers; potential fluctuation of
our revenues and profitability from period to period which could result in our failure to meet expectations; our ability to maintain
adequate levels of working capital; our ability to incentivize and retain our current senior management team and continue to attract
and retain qualified scientific, technical and business personnel; our ability to expand our product offerings or to develop other
new products and services; our ability to generate sales and profits from current product offerings; rapid technological changes
and new technologies that could render certain of our products and services to be obsolete; competitors with significantly greater
financial resources; introduction of new products and services by competitors; challenges associated with expansion into new markets;
and, other factors discussed under the heading “Risk Factors” contained in our Form 10-K filed with the Securities
and Exchange Commission. All information in this press release is as of the date of the release and we undertake no duty to update
this information unless required by law.
View
source version on businesswire.com:
https://www.businesswire.com/news/home/20190612005070/en/
Contact:
Investor
Relations
Cemtrex, Inc.
Phone: 631-756-9116
investors@cemtrex.com
General
Inquiries
sales@cemtrex.com
