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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 29, 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
July 29, 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
Series 1 preferred stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets 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”).
The
notification has no immediate effect on the listing of the Company’s Series 1 preferred stock. In accordance with Nasdaq Marketplace
Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the date of notification, or until January 25, 2023, to regain
compliance with the Minimum Bid Price Requirement. If at any time before January 25, 2023, the bid price of the Company’s Series
1 preferred stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification
that the Company has achieved compliance with the Minimum Bid Price Requirement.
The
notification letter also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by
January 25, 2023, the Company may be eligible for additional time. To qualify for additional time, the Company would be required to meet
the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq
will inform the Company that it has been granted an additional 180 calendar days to regain compliance. However, if it appears to the
staff of Nasdaq (the “Staff”) that the Company will not be able to cure the deficiency, or if the Company is otherwise not
eligible, the Staff would notify the Company that its securities will be subject to delisting. In the event of such notification, the
Company may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff would grant the
Company’s request for continued listing.
The
Company intends to continue actively monitoring the bid price for its Series 1 preferred stock between now and January 25, 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:
August 3, 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 29, 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 Security: Series 1 Preferred Stock |
| |
Nasdaq Symbol: CETXP |
Dear Mr. Govil:
As we discussed, our Listing Rules (the “Rules”)
require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive
business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period
of 180 calendar days in which to regain compliance.
If at any time during this 180 day period the closing
bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written
confirmation of compliance and this matter will be closed. 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 the table below in order to regain compliance.2
In the event the Company does not regain compliance,
the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for
market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the
bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period,
by effecting a reverse stock split, if necessary. If the Company meets these requirements, we will inform the Company that it has been
granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or
if the Company is otherwise not eligible, we will provide notice that its securities will be subject to delisting.3
1 For online access to all Nasdaq Rules, please see “Nasdaq
Online Resources,” included with this letter.
2 For additional information with respect
to compliance periods please see the “Nasdaq Online Resources” on the attached page and access the link “Frequently
Asked Questions” related to “continued listing.”
3 At that time, the Company may appeal the delisting determination
to a Hearings Panel.
Mr. Saagar Govil
July 29, 2022
Page 2
Our Rules require that the Company promptly disclose
receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs
to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company
does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.4 The
Company must also provide a copy of the announcement to Nasdaq’s MarketWatch Department at least 10 minutes prior to its public
release.5 Please note that if you do not make the required announcement trading in your securities will be halted.6
The following table summarizes the critical dates
and information as related to this matter.
| Period below $1.00 bid price |
|
Expiration of 180 calendar day compliance period |
|
Public Announcement Due Date |
|
Relevant Listing Rules |
|
June 14, 2022
to
July 28, 2022 |
|
January 25, 2023 |
|
August 4, 2022 |
|
5550(a)(2) – bid price
5810(c)(3)(A)7 –
compliance period
5810(b) – public disclosure
5505 – Capital Market criteria |
Finally, an indicator will be displayed with quotation
information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers
of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our
website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this
letter.
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 Listing Rule 5810(b). See FAQ #428 available
on the Nasdaq Listing Center.
5 The notice must be submitted to Nasdaq’s
MarketWatch Department through the Electronic Disclosure service available at nasdaq.net/ED/IssuerEntry.
6 Listing Rule IM-5810-1.
7 Listing Rule 5810(c)(3)(A)(iii) states
in part: “if during any compliance period specified in this Rule 5810(c)(3)(A) a Company’s security has a closing bid price
of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under
Rule 5810 with respect to that security.”
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 |
