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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): February 9, 2023
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
February 8, 2023, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company
that it has regained compliance with Listing Rule 5550(a)(2) and is in compliance with all applicable listing standards. The Company’s
common stock will continue to be listed and traded on The Nasdaq Stock Market. The hearing scheduled for March 16, 2023 before
the Hearings Panel has be cancelled.
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: February 9, 2023 |
By: |
/s/ Saagar Govil |
| |
|
Saagar Govil |
| |
|
Chairman, President and Chief Executive Officer |
EXHIBIT
99.2
Cemtrex
Regains Compliance with Nasdaq Listing Requirements
Brooklyn,
NY - February 9, 2022 - Cemtrex Inc. (NASDAQ: CETX, CETXP), an advanced security technology and industrial services company,
announced today that it has received notice from the Nasdaq Stock Market LLC (Nasdaq) on February 8, 2023 informing the Company that
it’s common stock has regained full compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) for
continued listing on The Nasdaq Capital Market.
Cemtrex
previously received a notification letter from the Listing Qualifications Department of Nasdaq on January 26, 2023 notifying the Company
that it has not regained compliance with Listing Rule 5550(a)(2) and accordingly would be delisted from the Capital Market. Cemtrex,
however, was granted an additional 180 days, or until July 24, 2023, to regain compliance with the Minimum Bid Price Requirement, a requirement
which Cemtrex met on February 7, 2023.
Cemtrex
effected a 1-for-35 reverse stock split that took effect at 12:01 a.m. Eastern Standard Time on January 25, 2023, and reflected with
the Nasdaq Capital Market and in the marketplace at the open of business on January 25, 2023, whereupon the shares of common stock began
trading on a split-adjusted basis. In connection with the reverse split, the Company’s common stock continues trading on Nasdaq
under the symbol “CETX” but now trades under a new CUSIP Number, 15130G 709.
About
Cemtrex
Cemtrex
Inc. (CETX) is a company that owns two operating subsidiaries: Vicon Industries Inc and Advanced Industrial Services Inc.
Vicon
Industries, a subsidiary of Cemtrex Inc., is a global leader in advanced security and surveillance technology to safeguard businesses,
schools, municipalities, hospitals and cities. Since 1967, Vicon delivers mission-critical security surveillance systems, specializing
in engineering complete security solutions that simplify deployment, operation and ongoing maintenance. Vicon provides security solutions
for some of the largest municipalities and businesses in the U.S. and around the world, offering a wide range of cutting-edge and compliant
security technologies, from AI-driven video analytics to fully integrated access control solutions. For more information visit www.vicon-security.com
AIS
– Advanced Industrial Services, a subsidiary of Cemtrex, Inc., is a premier provider of industrial contracting services including
millwrighting, rigging, piping, electrical, welding. AIS Installs high precision equipment in a wide variety of industrial markets including
automotive, printing & graphics, industrial automation, packaging, and chemicals. AIS owns and operates a modern fleet of custom
designed specialty equipment to assure safe and quick installation of your production equipment. Our talented staff participates in recurring
instructional training, provided to ensure that the most current industry methods are being utilized to provide an efficient and safe
working environment. For more information visit www.ais-york.com
For
more information visit www.cemtrex.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to the closing of the offering, gross proceeds from the offering, our new product offerings, expected
use of proceeds, 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. Statements made herein are as of the date of this press release and should not be relied upon as
of any subsequent date. These risks and uncertainties are 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.
Investor
Relations
Chris
Tyson
Executive
Vice President – MZ North America
Direct:
949-491-8235
CETX@mzgroup.us
www.mzgroup.us
