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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): July 26, 2022
Cemtrex
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37464 |
|
30-0399914 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
276
Greenpoint Ave Bld. 8 Suite 208
Brooklyn,
NY |
|
11101 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (631) 756-9116
(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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
| Common
Stock |
|
CETX |
|
Nasdaq
Capital Market |
| Series
1 Preferred Stock |
|
CETXP |
|
Nasdaq
Capital Market |
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 24, 2022, Cemtrex, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s
common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement
for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per
share (the “Minimum Bid Price Requirement”).
On
July 26, 2022, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that, it had been granted an additional 180 days or until January 23, 2023, to regain compliance with the Minimum
Bid Price Requirement based on the Company meeting the continued listing requirement for market value of publicly held shares and all
other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s
written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
The
Company intends to continue actively monitoring the bid price for its common stock between now and January 23, 2023 and will consider
available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement.
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.
| |
|
CEMTREX,
INC. |
| |
|
|
|
| Date:
|
July
27, 2022 |
By:
|
/s/
Saagar Govil |
| |
|
|
Saagar
Govil |
| |
|
|
Chairman,
President and Chief Executive Officer |
EXHIBIT
99.1
Sent
via Electronic Delivery to: sgovil@cemtrex.com
July
26, 2022
Mr.
Saagar Govil
Chairman
of the Board, CEO, President & Secretary
Cemtrex Inc.
276
Greenpoint Ave, Bld 8, Ste 208
Brooklyn,
NY 11222
| Re: |
Cemtrex
Inc. (the “Company”) |
| |
Nasdaq
Symbol: CETX |
Dear
Mr. Govil:
As
you are aware, on January 24, 2022, we notified you that, based on the previous 30 consecutive business days, the Company’s listed
security no longer met the minimum $1 bid price per share requirement. Therefore, in accordance with our Listing Rules (the “Rules”),
the Company was provided 180 calendar days, or until July 25, 2022, to regain compliance.
The
listed security has not regained compliance with the minimum $1 bid price per share requirement. However, Staff has determined that the
Company is eligible for an additional 180 calendar day period,1 or until January 23, 2023, to regain compliance.2
Our determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all
other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s
written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
If at any time during this additional time period the closing bid price of the Company’s security is at least $1 per share for
a minimum of 10 consecutive business days, we will provide written confirmation of compliance and this matter will be closed.3
Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business
days prior to the expiration date in order to timely regain compliance.
1
Listing Rule 5810(c)(3)(A).
2
This second 180 day period relates exclusively to the bid price deficiency. The Company may be delisted during the 180 days for
failure to maintain compliance with any other listing requirements for which it is currently on notice or which occurs during this period.
3
Listing Rule 5810(c)(3)(F) states that, “Staff may, in its discretion, require a Company to maintain a bid price of at least
$1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before
determining that the Company has demonstrated an ability to maintain long-term compliance. In determining whether to require a Company
to meet the minimum $1.00 bid price standard beyond ten business days, Staff will consider the following four factors: (i) margin of
compliance (the amount by which the bid price is above the $1.00 minimum standard); (ii) trading volume (a lack of trading volume may
indicate a lack of bona fide market interest in the security at the posted bid price); (iii) the Market Maker montage (the number of
Market Makers quoting at or above $1.00 and the size of their quotes); and, (iv) the trend of the stock price (is it up or down).”
Mr.
Saagar Govil
July 26, 2022
Page
2
If
compliance cannot be demonstrated by January 23, 2023, Staff will provide written notification that the Company’s securities will
be delisted. At that time, the Company may appeal Staff’s determination to a Hearings Panel (the “Panel”). Please note
that if the Company appeals it will be asked to provide a plan to regain compliance to the Panel, and that historically Panels have generally
viewed a near-term reverse stock split as the only definitive plan acceptable to resolve a bid price deficiency.4
In
addition, an indicator will continue to be broadcast over Nasdaq’s market data dissemination network noting the Company’s
non-compliance. The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com
and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for
such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will continue to be included in this list.
The
Company should consult with counsel regarding disclosure obligations surrounding this letter under the federal securities laws. If you
have any questions, please do not hesitate to contact me at + 1 301 978 8072.
Sincerely,
Rachel
Scherr
Listing Analyst
Nasdaq
Listing Qualifications
4
Panels do not typically consider a plan that relies on the market reaction to news as a definitive plan.
NASDAQ
ONLINE RESOURCES
All
of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic
submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently
asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.
To
help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
| |
● |
Board
Composition and Committee Requirements |
| |
|
|
| |
● |
Governance
Clearinghouse |
| |
|
|
| |
● |
Hearings
Process |
| |
|
|
| |
● |
How
to Transfer to Nasdaq Capital Market |
| |
|
|
| |
● |
Information
about Application of Shareholder Approval Rules |
| |
|
|
| |
● |
Initial
Listing Process |
| |
|
|
| |
● |
Listing
Fees |
| |
|
|
| |
● |
Listing
of Additional Shares Process |
| |
|
|
| |
● |
MarketWatch
Electronic Disclosure Submissions |
| |
|
|
| |
● |
Nasdaq
Listing Rules: Initial and Continued Listing |
| |
|
|
| |
● |
Reference
Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
