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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 21, 2025
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.) |
135
Fell Ct.
Hauppauge,
NY |
|
11788 |
| (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 |
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 21, 2025, 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 stockholder’s equity for the Company
was below $2,500,000 as reported on our Form 10-Q for the period ended December 31, 2024, the Company no longer meets the minimum shareholder’s
equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1), requiring a minimum stockholder’s
equity of $2,500,000 (the “Minimum Stockholder’s Equity Requirement”).
The
notification has no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A),
the Company has 45 calendar days to submit a plan to regain compliance or until April 7, 2025. If the plan is accepted, Nasdaq can grant
an extension of up to 180 calendar days from the date of this letter to evidence compliance, or until August 20, 2025, to regain compliance
with the Minimum Stockholder’s Equity Requirement. If at any time before August 20, 2025, the Company’s stockholder’s
equity is reported at or above $2,500,000, Nasdaq will provide written notification that the Company has achieved compliance with the
Minimum Stockholder’s Equity Requirement.
The
Company is currently working on a plan to submit to Nasdaq to regain compliance on the Minimum Stockholder’s Equity Requirement
and action to meet the Minimum Bid Price Requirement. There can be no guarantee that the Company will be able to regain compliance with
either requirement or that its plan will be accepted by Nasdaq.
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 24, 2025 |
By: |
/s/ Saagar Govi |
| |
|
Saagar Govil |
| |
|
Chairman, President and Chief Executive Officer |
Exhibit
99.1
By
Electronic Delivery to: sgovil@cemtrex.com
February
21, 2025
Mr.
Saagar Govil
Chief
Executive Officer
Cemtrex
Inc.
135
Fell Court
Hauppauge,
NY 11788
| Re: |
Cemtrex
Inc. (the “Company”) |
| |
Nasdaq
Symbol: CETX |
Dear
Mr. Govil:
I
am following up on our recent telephone conversation, in which I explained that companies listed on the Nasdaq Capital Market (the “Capital
Market”) are required to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing.1 Since
your Form 10-Q for the period ended December 31, 2024 reported stockholders’ equity of $ (1,559,534), and as of now the Company
does not meet the alternatives of market value of listed securities or net income from continuing operations, the Company no longer complies
with our Listing Rule (the “Rule”).2
Under
our Rules the Company has 45 calendar days to submit a plan to regain compliance. If your plan is accepted, we can grant an extension
of up to 180 calendar days from the date of this letter to evidence compliance. Your plan should be as definitive as possible, addressing
any issues that you believe would support your request for an extension. You are encouraged to provide any relevant documentation, including
but not limited to financial projections, agreements, offering circulars, letters of intent and contracts and the timeline to complete
your plan.3
In
determining whether to accept your plan, we will consider such things as the likelihood that the plan will result in compliance with
Nasdaq’s continued listing criteria, the Company’s past compliance history, the reasons for the Company’s current non-compliance,
other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures.
Therefore, it would be helpful if your plan addresses each of these points.
1
Listing Rule 5550(b)(1)
2
In a situation where an Issuer does not comply with the minimum $2.5 million, shareholders’ equity criteria of the Capital
Market, Staff will determine if the Company has a market value of listed securities of $35 million, or net income from continuing operations
of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. For your convenience
we have attached a breakdown of the Capital Market’s quantitative continued listing requirements.
3
For additional information with respect to compliance plans please see attached “Nasdaq Online Resources” when preparing
your plan of compliance.
Mr.
Saagar Govil
February
21, 2025
Page
2
Please
email the Company’s compliance plan to me at rachel.scherr@nasdaq.com no later than April 7, 2025. After I review the plan,
we will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your
plan, you will have the opportunity to appeal that decision to a Hearings Panel.4
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.5 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.6
If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement
to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of
these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required
announcement trading in your securities will be halted.7
Finally,
Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at listingcenter.nasdaq.com.
The Company will be included in the list beginning five business days from the date of this letter. As part of this process, an indicator
reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be
made available to third party market data providers.
If
you have any questions, please contact me at +1 202 748 4488. Sincerely,
Rachel
Scherr
Listing
Analyst
Nasdaq
Listing Qualifications
Enclosures
4
See Listing Rule 5815(a).
5
Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
6
The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available
at nasdaq.net/ED/IssuerEntry.
7
Listing IM-5810-1.
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 of 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 |
| |
|
|
| |
● |
Reference
Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
THE
NASDAQ CAPITAL MARKET CONTINUED LISTING REQUIREMENTS
This
table identifies the minimum standards for continued listing on The Nasdaq Capital Market. Each incidence of non-compliance by the Company
is denoted with an “X”.
COMPANY
SYMBOL: CETX
| Requirements |
|
Equity
Standard |
|
|
Market
Value Standard |
|
|
Net
Income Standard |
|
| Stockholders’
equity |
|
$2.5
million |
X |
|
N/A |
|
|
N/A |
|
| Market
value of listed securities8 |
|
N/A |
|
|
$35
million |
X |
|
N/A |
|
| Net
income from continuing operations (in the latest fiscal year or in two of the last three fiscal years) |
|
N/A |
|
|
N/A |
|
|
$500,000 |
X |
| Publicly
held shares9 |
|
500,000 |
|
|
500,000 |
|
|
500,000 |
|
| Market
value of publicly held shares |
|
$1
million |
|
|
$1
million |
|
|
$1
million |
|
| Bid
price |
|
$
1 |
|
|
$
1 |
|
|
$
1 |
|
| Public
holders10 |
|
300 |
|
|
300 |
|
|
300 |
|
| Market
makers11 |
|
2 |
|
|
2 |
|
|
2 |
|
| Corporate
governance |
|
Yes |
|
|
Yes |
|
|
Yes |
|
8
The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”
9
Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors
or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company.
10
Total shareholders include both holders of beneficial interest and holders of record.
11
