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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): December 29, 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 |
|
11222 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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:
☐ |
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 |
CURRENT
REPORT ON FORM 8-K
Cemtrex,
Inc.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 29, 2023, Cemtrex, Inc., a Delaware corporation (the “Company”), had reconvened a special meeting of stockholders
of the Series 1 Preferred Stock (the “Special Meeting”).
At
the time of the reconvened Special Meeting, there were insufficient votes represented by proxy or virtually in person to constitute a
quorum for the transaction of business at the Special Meeting. Pursuant to the Company’s Bylaws, the meeting will not be further
adjourned and thus the resolution did not pass.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 3, 2024, the Company received a letter from The Nasdaq Stock Market LLC’s Hearings Panel notifying the Company that it
has made the following amendments to the exception granted on September 8, 2023.
|
● |
On
January 8, 2024, the Company’s Series 1 Preferred Stock shall close at a minimum bid price of at least $1 per share and maintain
such closing bid price for a minimum of ten consecutive business days; |
|
● |
2.
On January 22, 2024, the Company shall have demonstrated compliance with Listing Rule 5555(a)(1), by evidencing a closing bid price
of $1 or more per share for a minimum of ten consecutive trading sessions. |
Considering
the timeline to meet the Bid Listing Price deadline for its Series 1 Preferred Stock of January 8th, 2024, the company is considering
buying back shares under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the
Series 1 Preferred Stock through various means, including through privately negotiated transactions and through an open market program.
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:
January 3, 2024 |
By: |
/s/
Saagar Govil |
|
|
Saagar
Govil |
|
|
Chairman,
President and Chief Executive Officer |
EXHIBIT
99.1
Sent
via electronic delivery
January
3, 2024
Saagar
Govil
Chief
Executive Officer
Cemtrex
Inc.
135
Fell Ct
Hauppauge,
NY 11788
RE: |
Cemtrex
Inc. (Symbol: CETXP) |
|
Nasdaq
Listing Qualifications Hearings |
|
Docket
No. NQ 6651C-23 |
Dear
Mr. Govil:
The
Nasdaq Stock Market LLC’s (“Nasdaq” or the “Exchange”) Hearings Panel (“Panel”) has determined
to amend the exception granted on September 8, 2023 (the “Decision”) to Cemtrex Inc. (the “Company”), following
an update submitted by the Company on December 29, 2023.
Accordingly,
the Panel grants the Company’s request for continued listing on the Exchange, subject to the following:
|
1. |
On
January 8, 2024, the Company’s Series 1 Preferred Stock shall close at a minimum bid price of at least $1 per share and maintain
such closing bid price for a minimum of ten consecutive business days; |
|
|
|
|
2. |
On
January 22, 2024, the Company shall have demonstrated compliance with Listing Rule 5555(a)(1), by evidencing a closing bid price
of $1 or more per share for a minimum of ten consecutive trading sessions. |
Failing
to meet any of the terms of this amended exception will result in the Company’s immediate delisting from the Exchange. The Company
is also advised that January 22, 2024, represents the full extent of the Panel’s discretion to grant continued listing while the
Company is non-compliant with Listing Rule 5555(a)(1).
The
Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops
that would, in the opinion of the Panel, make continued listing of the Company’s securities on the Exchange inadvisable or unwarranted.
In that regard, the Panel advises the Company that during the exception period the Company must provide prompt notification of any significant
events that may affect its compliance with Nasdaq continued listing requirements. This includes, but is not limited to, any event that
may call into question the Company’s ability to meet the terms of the exception granted.
In
addition, any compliance document will be subject to review by the Panel, which may, in its discretion, request additional information
before determining that the Company has complied with the terms of the exception. The Company should assess its disclosure obligations
with respect to the materiality of the Panel’s decision and determine what public disclosures of the decision and its terms are
appropriate.
The
Company may request that the Nasdaq Listing and Hearing Review Council review this decision. A written request for review must be received
within 15 days from the date of this decision and should be sent by e-mail to the Office of Appeals and Review at appeals@nasdaq.com.
Pursuant to Nasdaq Listing Rule 5820(a), the Company must submit a fee of $15,000.00 to Nasdaq to cover the cost of the review. Instructions
for submitting the fee are on the enclosed Appeals Payment Form. Please include evidence of this payment with the e- mailed request
for review by attaching a PDF copy of the wire instructions or check.
The
Company should be aware that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision
within 45 calendar days after issuance of the written decision. If the Listing Council determines to review this decision, it may affirm,
modify, reverse, dismiss or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council
determines that this matter will be called for review.
Should
you have any questions, please do not hesitate to contact me at (301) 978-8417. Sincerely,
Alejandro
Aguayo Hearings
Advisor
Nasdaq
Office of General Counsel
v3.23.4
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