PROSPECTUS
SUPPLEMENT
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Filed
Pursuant to Rule 424(b)(5)
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(To
Prospectus dated June 14, 2017)
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Registration
No. 333-218501
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Cemtrex,
Inc.
2,402,923
Shares of Common Stock
We
are offering 2,402,923 shares of our common stock to institutional investors pursuant to this prospectus supplement and the accompanying
prospectus at an offering price of $2.24 per share. Our shares of common stock are traded on the Nasdaq Capital Market under the
symbol CETX. On June 9, 2020, the last reported sale price of our common stock was $3.11 per share.
Cemtrex
intends to use the proceeds for general corporate purposes, including accelerating its technology development, sales, and marketing
activities in key growth segments including Internet of Things (IoT), Augmented and Virtual Reality (AR & VR), and Artificial
Intelligence and Computer Vision (AI & CV) in security applications. Additionally, the proceeds will strategically position
the Company for attractive acquisition opportunities that may be available due to the current economic environment.
As
of the date of this prospectus supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates,
computed by reference to the price at which our Common Stock was last sold on June 9, 2020, was $40,575,076 based on 13,660,391
shares of outstanding Common Stock as of the date of this prospectus supplement, of which 13,105,169 shares were held by non-affiliates.
Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value
exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.
Following the sale of shares in this offering, we will have sold securities with an aggregate market value of approximately $12,980,100
pursuant to General Instruction I.B.6 of Form S-3 during the 12-month calendar period that ends on and includes the date hereof.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section
titled “Risk Factors” on page S-6 of this prospectus supplement, page 3 of the accompanying prospectus and under similar
headings in the other documents that are incorporated by reference into this prospectus supplement.
We
have retained A.G.P./Alliance Global Partners to act as our exclusive placement agent in connection with this offering. The placement
agent is not purchasing the securities offered by us in this offering and is not required to sell any specific number or dollar
amount of securities, but will assist us in this offering on a reasonable best efforts basis. We have agreed to pay the placement
agent the placement agent fee set forth in the table below, which assumes that we sell all of the securities we are offering.
We have also agreed to reimburse the placement agent for certain of its expenses as described under “Plan of Distribution”
in this prospectus supplement.
Offering
price
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$
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2.24
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$
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5,382,546
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Placement
agent fees (1)
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$
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0.157
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$
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376,778
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Proceeds
to us, before expenses
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$
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2.083
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$
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5,005,767
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(1)
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In
addition, we have agreed to reimburse the placement agent for certain expenses. See “Plan of Distribution” on
page S-15 of this prospectus supplement for additional information.
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Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
Delivery
of the securities offered hereby is expected to take place on June 12, 2020, subject to satisfaction of certain conditions.
The
date of this prospectus supplement is June 9, 2020
Sole
Placement Agent
A.G.P.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
Unless
otherwise stated or the context otherwise requires, references in this prospectus supplement or the accompanying prospectus to
“Cemtrex,” “we,” “our,” “us” or similar references are to Cemtrex, Inc. and its
consolidated subsidiaries.
This
document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering
and other matters relating to us. The second part is the accompanying prospectus, which gives more general information about the
securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement and the accompanying
prospectus are part of a “shelf” registration statement that we filed with the U.S. Securities and Exchange Commission
(or the “SEC”) using the SEC’s shelf registration rules.
You
should read both this prospectus supplement and the accompanying prospectus together with additional information described in
this prospectus supplement in the section titled “Where You Can Find More Information.” If there is any inconsistency
between the information in this prospectus supplement and the accompanying prospectus, you should rely on the information contained
in this prospectus supplement.
Any
statement made in this prospectus supplement, in the accompanying prospectus or in any document incorporated or deemed to be incorporated
by reference in this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes
of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently
filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement or the accompanying
prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
The
industry and market data and other statistical information contained in the documents we incorporate by reference in this prospectus
are based on management’s own estimates, independent publications, government publications, reports by market research firms
or other published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we
believe these sources are reliable, we have not independently verified the information.
The
information in this prospectus supplement is accurate as of the date on the front cover. You should not assume that the information
contained in this prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on the
front of the applicable document, or that information incorporated by reference is accurate as of any date other than the date
of the document incorporated by reference. Our business, financial condition, results of operations and prospects or other important
facts or circumstances may have changed since those dates.
In
making your investment decision, you should rely only on the information contained in or incorporated by reference in this prospectus
supplement and in the accompanying prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. This prospectus supplement and accompanying prospectus does not
constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered
by this prospectus supplement and accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation. You should assume that the information contained in or incorporated by reference into this
prospectus supplement and the accompanying prospectus or in any free writing prospectus that we may provide to you is accurate
only as of the date of those documents. Our business, financial condition, results of operations and prospects may have changed
since those dates.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary is provided solely for your convenience. It is not intended to be complete. You should carefully read this entire
prospectus supplement, the accompanying prospectus and all the information included or incorporated by reference herein or therein
carefully, especially the risks discussed in the section titled “Risk Factors” beginning on page S-6 of this prospectus
supplement and the Risk Factors contained in the accompanying prospectus and the other documents incorporated by reference herein.
Overview
About
Cemtrex
Cemtrex
was incorporated in 1998, in the state of Delaware and has evolved through strategic acquisitions and internal research &
development from a small environmental monitoring instruments company into a world leading multi-industry technology company.
The Company now specializes in the development of Internet of Things (IoT), Artificial Intelligence (AI) and Virtual Reality (VR)
enabled technologies that drive innovation in a wide range of sectors, including consumer products, industrial manufacturing,
digital applications, and intelligent security & surveillance systems.
The
Company continuously assesses the composition of its portfolio businesses to ensure it is aligned with its strategic objectives
and positioned to maximize growth and return in the coming years. During fiscal 2019, the Company made a strategic decision to
exit its Electronics Manufacturing group by selling all companies in that business segment on August 15, 2019. During fiscal 2019,
the Company also reached a strategic decision to exit its original environmental products business and sold those operations.
Now
the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS)
Advanced
Technologies (AT)
Cemtrex’s
Advanced Technologies segment delivers cutting-edge technologies in the Internet of Things (IoT), Wearables and Smart Devices,
such as the SmartDesk. Through the Company’s advanced engineering and product design, Company delivers Virtual Reality (VR)
and Augmented Reality (AR) products that provide higher productivity, progressive design and impactful experiences for consumer
products, digital applications and industrial manufacturing.
The
AT business segment also includes the Company’s majority owned subsidiary, Vicon Industries, which provides end-to-end security
solutions to meet the toughest corporate, industrial and governmental security challenges. Vicon’s products include browser-based
Video monitoring systems and facial recognition systems, cameras, servers, and access control systems for every aspect of security
and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state
government offices. Vicon provides cutting edge, mission critical security and video surveillance solutions utilizing Artificial
Intelligence (AI).
Industrial
Services (IS)
Cemtrex’s
IS segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection,
relocation, and disassembly to diversified customers. We install high precision equipment in a wide variety of industrial markets
like automotive, printing & graphics, industrial automation, packaging, and chemicals among others. We are a leading provider
of reliability-driven maintenance and contracting solutions for the machinery, packaging, printing, chemical, and other manufacturing
markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production
from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and
high-quality scaffolding.
For
the fiscal years ended September 30, 2019 and 2018, we had total revenues of $39.2 million and $22.6 million, respectively, and
net income (loss) of $(21.8 million) and $(9.2 million), respectively. We had total assets of $44.3 million as of September 30,
2019.
For
the three and six months ended March 31, 2020, we had total revenues of $12.1 million and $24.3 million, respectively, and net
income (loss) of ($1.8 million) and ($2.0 million), respectively. We had total assets of $50.2 million as of March 31, 2020.
Corporate
Information
We
were incorporated in Delaware in April 1998. Our principal executive offices are located at 276 Greenpoint Ave, Brooklyn, New
York 11222, and our telephone number is (631) 756-9116. We maintain a website at www.cemtrex.com. We make our periodic and current
reports that are filed with the SEC available, free of charge, on our website as soon as reasonably practicable after such material
is electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, our website is not a
part of, and is not incorporated by reference into, this prospectus supplement or the accompanying prospectus.
The
Offering
Common
stock offered
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2,402,923
shares of common stock, par value $0.001 per share, at an offering price of $2.24 per share to institutional investors.
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Common
stock to be outstanding immediately after this offering (1)
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Up
to 16,063,314 shares, assuming the sale of up to 2,402,923 shares hereunder at a price of $2.24 per share, for aggregate gross
proceeds of approximately $5,382,546.
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Use
of proceeds
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We
currently intend to use the estimated net proceeds from the sale of our shares in this offering to further the development,
and sales and marketing of our products and for general corporate purposes, including for working capital purposes, to increase
sales and operational capabilities. See “Use of Proceeds” on page S-12.
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NASDAQ
trading symbol
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CETX
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Risk
factors
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An
investment in our common stock involves significant risks. Before making an investment in our common stock, you should carefully
review the “Risk Factors” section below, and the risk factors stated in the accompanying prospectus, as well as
the other documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
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(1)
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The
number of shares of common stock to be outstanding immediately after this offering is based on 13,660,391 outstanding shares
as of June 9, 2020. This number excludes 433,965 shares of our common stock issuable upon the exercise of our publicly-traded
series 1 warrants that have an exercise price of $50.48 per share and 1,050,000 shares of our common stock reserved for issuance
upon the exercise of our outstanding stock options at a weighted average exercise price of $1.91 per share.
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RISK
FACTORS
You
should carefully consider the risk factors described in the accompanying prospectus and in our Annual Report on Form 10-K for
the fiscal year ended September 30, 2019, as well as the other information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus, and the risk factors set forth below before deciding to invest in shares of our common
stock. Such risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also impair our business operations. The occurrence of any of the events or actions described
in these risk factors may have a material adverse effect on our business or financial performance.
Risks
Related to this Offering and Our Common Stock
If
you purchase our shares in this offering, you may incur immediate and substantial dilution in the book value of your shares.
The
price per share of our common stock, may be substantially higher than the net tangible book value per share of our common stock
immediately prior to the offering. After giving effect to the sale of 2,402,923 shares of our common stock, in this offering,
at a public offering price of $2.24 per share, and after deducting the placement agent fees and estimated offering expenses payable
by, purchasers of our common stock in this offering will incur immediate dilution of $0.15 per share in the net tangible book
value of the common stock they acquire. For a further description of the dilution that investors in this offering may experience,
see “Dilution.”
Future
sales of common stock by us could cause our stock price to decline and dilute your ownership percentage in our company.
There
are currently 433,965 shares of our common stock issuable upon the exercise of our publicly-traded series 1 warrants that have
an exercise price of $50.48 per share and 1,050,000 shares of our common stock reserved for issuance upon the exercise of our
outstanding stock options at a weighted average exercise price of $1.91 per share. We are not restricted from issuing additional
shares of our common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that
represent the right to receive, common stock or preferred stock or any substantially similar securities. The market price of our
common stock could decline as a result of sales of a large number of shares of our common stock by us in the market or the perception
that such sales could occur. If we raise funds or make acquisitions by issuing additional securities in the future or the outstanding
warrants or stock options to purchase our common stock are exercised, the newly-issued shares will dilute your ownership percentage
in our company.
The
market price for our common stock after this offering may be lower than the offering price, and our stock price may be volatile.
The
trading volume in our common stock may fluctuate and cause significant price variations to occur. Fluctuations in our stock price
may not be correlated in a predictable way to our performance or operating results. Our stock price may fluctuate as a result
of a number of events and factors such as those described elsewhere in this “Risk Factors” section, events described
in this prospectus supplement and the accompanying prospectus, and other factors that are beyond our control. In addition, the
stock market, in general, has historically experienced significant price and volume fluctuations. Our common stock has also been
volatile, with our 52-week price range being at a low of $0.66 and a high of $3.80 per share. These fluctuations are often unrelated
to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of
our common stock.
Management
will have broad discretion with respect to the use of the proceeds from this offering and the proceeds from the offering may be
insufficient to meet our ongoing capital needs.
Although
we have highlighted the intended use of proceeds for this offering, our management will have broad discretion as to the application
of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering.
Additionally, depending on the amount of proceeds generated from the offering, the proceeds may be insufficient to meet our ongoing
capital needs. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds.
It is possible that our management may use the net proceeds for corporate purposes that may not improve our financial condition
or market value.
We
cannot predict when, or whether, we will declare a dividend on our common stock which may adversely impact the market price of
our stock.
Our
board of directors declared a one-time cash dividend on our common stock in April 2017. The terms of our series 1 preferred stock
provide for the payment of semiannual dividends on the last day of March and September in each year, which began in March 2017.
No other cash dividends have been declared or paid by us on our stock during either of the two most recent fiscal years or the
period through the date of this prospectus. Other than with respect to our series 1 preferred stock, our board of directors declares
dividends when, in its discretion, it determines that a dividend payment, as opposed to another use of cash, is in the best interests
of the stockholders. Such decisions are based on the facts and circumstances then existing including, without limitation, our
results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors
our board of directors deems relevant. As a result, we cannot predict when, or whether, another dividend on our common stock will
be declared in the future.
Our
series 1 preferred stock and all of our existing and future indebtedness rank senior to our common stock in the event of a liquidation,
winding up or dissolution of our business.
In
the event of our liquidation, winding up or dissolution, our assets would be available to make payments to holders of all existing
and future indebtedness and series 1 preferred stock before payments to holders of our common stock. In the event of our bankruptcy,
liquidation or winding up, there may not be sufficient assets remaining, after paying amounts to the holders of our indebtedness
and series 1 preferred stock, to pay anything to common stockholders. As of March 31, 2020, we had total liabilities of approximately
$26.2 million and 2,216,683 shares of series 1 preferred stock outstanding. Any liquidation, winding up or dissolution of our
company or of any of our wholly or partially-owned subsidiaries would have a material adverse effect on holders of our common
stock.
Risks
Related to our Business
There
is no guarantee that cash flow from operations and/or debt and equity financings will provide sufficient capital to meet our expansion
goals and working capital needs.
Our
current strategic plan includes the expansion of our company both organically and through acquisitions if market conditions and
competitive conditions allow. Due to the long-term nature of investments in acquisitions and other financial needs to support
organic growth, including working capital, we expect our long-term and working capital needs to periodically exceed the short-term
fluctuations in cash flow from operations. We anticipate that we will likely raise additional external capital from the sale of
common stock, preferred stock and debt instruments as market conditions may allow, in addition to cash flow from operations (which
may not always be sufficient), to fund our growth and working capital needs.
In
the event that we need to raise significant amounts of external capital at any time or over an extended period, we face a risk
that we may need to do so under adverse capital market conditions with the result that our existing shareholders, as well as persons
who acquire our common stock, may incur significant and immediate dilution should we raise capital from the sale of our common
or preferred stock. Similarly, we may need to meet our external capital needs from the sale of secured or unsecured debt instruments
at interest rates and with such other debt covenants and conditions as the market then requires. In all of these transactions
we anticipate that we will likely need to raise significant amounts of additional external capital to support our growth. However,
there can be no guarantee that we will be able to raise external capital on terms that are reasonable in light of current market
conditions. In the event that we are not able to do so, those who acquire our common stock may face significant and immediate
dilution and other adverse consequences. Further, debt covenants contained in debt instruments that we issue may limit our financial
and operating flexibility with consequent adverse impact on our common stock market price.
We
have substantial debt which could adversely affect our ability to raise additional capital to fund operations and prevent us from
meeting our obligations under outstanding indebtedness.
As
of March 31, 2020, our total liabilities were approximately $26.2 million, and our current liabilities were approximately $13.3
million. This substantial debt could have important consequences, including the following: (i) a substantial portion of our cash
flow from operations may be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available
for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working
capital, debt service requirements and general corporate purposes in the future may be limited; (iii) we may face a competitive
disadvantage to lesser leveraged competitors; (iv) our debt service requirements could make it more difficult to satisfy other
financial obligations; and (v) we may be vulnerable in a downturn in general economic conditions or in our business and we may
be unable to carry out activities that are important to our growth.
Our
ability to make scheduled payments of the principal of, or to pay interest on, or to refinance our indebtedness depends on and
is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial,
competitive, business and other factors beyond management’s control. If we are unable to generate sufficient cash flow to
service our debt or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt,
which could impair our liquidity. Any refinancing of indebtedness, if available at all, could be at higher interest rates and
may require us to comply with more onerous covenants that could further restrict our business operations. Despite our significant
amount of indebtedness, we may need to incur significant additional amounts of debt, which could further exacerbate the risks
associated with our substantial debt.
We
are substantially dependent upon the success and continued market acceptance of our technology and a favorable regulatory environment;
the absence of which may significantly reduce our sales, profits and cash flow and adversely impact our financial condition.
The
recent reduction of emissions control regulations has adversely impacted the market for our environmental control products business.
In addition to overall reduced market demand, other competing technologies may be offered by both existing competitors or by those
that enter the market and these competing technologies may offer a better cost-benefit ratio than our products and/or at lower
prices with the result that our sales, profits, and cash flow may suffer significantly over an extended period with serious adverse
impact on our financial condition.
Our
future operating results depend in part on continued successful research, development and marketing of new and improved products
and services through our new subsidiary Cemtrex Advanced Technologies, and there can be no assurance that we will successfully
introduce new products and services into the market.
The
success of new and improved products and services through our Cemtrex Advanced Technologies Inc. subsidiary depends on our research
and development efforts and the initial acceptance of our products by consumers. This is a new line of business for our company,
and our management has limited experience with consumer products in general, and with IoT products in particular. Our business
is affected by varying degrees of technological change and corresponding shifts in customer demand, which result in unpredictable
product transitions, shortened life cycles and increased importance of being first to market with new products and services. We
may experience difficulties or delays in the research, development, production and/or marketing of new products and services,
and may develop new types of products for which there might be little market demand, which may negatively impact our operating
results and prevent us from recouping or realizing a return on the investments required to continue to bring new products and
services to market.
Our
failure to successfully develop, sell and market our new SmartDesk in a timely and cost-effective manner could adversely affect
our future profitability.
We
believe that our profitability will depend in part on our ability to effectively (i) market and sell SmartDesk , (ii) continue
our engineering effort to develop new features for the SmartDesk as requested by customers, (iii) market SmartDesk through our
own marketing organization and via third-party distribution channels in the United States and internationally, and (iv) deliver
SmartDesk to customers with appropriate installation and service. Failure to successfully execute these tasks in a timely and
cost-effective manner could adversely affect profitability. There can be no assurance that we will be successful in these efforts
or that even when our SmartDesk is delivered, it will achieve market acceptance in a timely fashion. Further, there can be no
assurance that expenses incurred in connection with the development, sales and marketing of SmartDesk will not exceed our expectations,
or that SmartDesk will generate revenues sufficient to offset these expenses. In addition, although we have filed numerous U.S.
patent applications relating to various aspects and features of our SmartDesk, there can be no assurance that any patents will
issue on any of the pending patent applications.
Our
ability to secure and maintain sufficient credit arrangements is key to our continued operations and there is no assurance we
will be able to obtain sufficient additional equity or debt financing in the future.
There
is no assurance that we will be able to retain or renew our credit agreements and other finance agreements in the future. In the
event our company grows rapidly, the uncertain economic climate continues, or we acquire one or more other companies, additional
financing resources will likely be necessary in the current or future fiscal years. As a smaller public company with a limited
ability to attract and obtain financing, there is no assurance that we will be able to obtain sufficient additional equity or
debt financing in the future on terms that are reasonable in light of current market conditions.
Our
sales and gross margins depend significantly on market demand for our products, as to which there can be no assurance.
The
uncertainty in the United States and in the international economic and political environment could result in a decline in demand
for our products in any industry. Our gross margins are dependent upon our ability to maintain sales volumes at levels that allow
us to cover our fixed costs and variable costs per unit. To the extent that one or more product lines experience a significant
and protracted decline in sales volume, we may experience significant declines in our gross margins that may result in losses.
Further, any adverse changes in tax rates and laws affecting our customers could result in decreases in demand of our products
and thus decrease our gross margins. Any of these factors could negatively impact our business, results of operations and financial
condition.
Many
of our existing and future customers do not commit to firm production schedules, which may result in higher fixed costs per unit
for us relative to our competitors.
Most
of our customers do not commit to long-term production schedules, which makes it difficult to schedule production and achieve
maximum efficiency at our manufacturing facilities and to manage inventory levels. We are unable to forecast the level of customer
orders with any precision. As a result, our fixed costs per unit may be higher than our competitors who are able to achieve greater
economies with longer production runs at lower costs per unit and, at the same time, achieve lower manufacturing costs as a result
and as a result of better manufacturing scheduling. The volume and timing of sales to our customers may vary due to:
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customers’
attempts to manage their inventory;
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variation
in demand for the company’s customers’ products design changes; or
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acquisitions
of or consolidation among customers.
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In
these circumstances, we anticipate that we could be required to increase or decrease staffing and more closely manage other expenses
in order to meet the anticipated demand of our existing and future customers. Orders from our customers are subject to cancellation,
and delivery schedules from our customers fluctuate as a result of changes in our customers’ demand, thereby adversely affecting
our results of operations, and may result in higher inventory levels. Higher inventory levels may cause us to need greater external
financing, which adversely affects our financial performance.
Our
products face competitive challenges, including rapid technological changes, and pricing pressure from competitors, which could
adversely affect our business.
All
of our product lines are subject to significant competition from existing and future competitors, market conditions and technological
change, or a combination of them, and our sales revenues and gross margins may suffer protracted and serious declines with the
result that we would likely incur protracted losses. Further, the barriers to entry in several of our lines of business are not
so significant that we may be facing competition from others who see significant opportunities to enter the market and undercut
our prices with products that possess superior technological attributes at prices that offer our customers a better value. In
this instance, we could incur protracted and significant losses and persons who acquire our common stock would suffer losses thereby.
Factors
affecting the industries that utilize our products could negatively impact our customers and us.
We
have no real control over factors affecting the industries that utilize our products and to the extent that any one or more of
these industries change dramatically, we may be facing significant financial challenges that are in excess of our existing capabilities.
These factors include:
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increased
competition among our customers and their competitors;
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the
inability of our customers to develop and market their products;
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recessionary
periods in our customers’ markets;
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the
potential that our customers’ products become obsolete;
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our
customers’ inability to react to rapidly changing technology; and
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our
customers’ inability to pay for our products, which could, in turn, affect the company’s results of operations.
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If
we are unable to develop new products, our competitors may develop and market products with better features that may reduce demand
for our existing and potential products or otherwise result in our products becoming obsolete and could materially and adversely
affect our ability to sustain profitability.
There
are many larger competitors who compete directly with us and who have significantly greater financial, technological and research
resources. This may serve to severely damage our ability to market and sell our products at price levels that would allow us to
achieve and maintain profit margins and positive cash flow.
We
are a smaller public company and we face rapid technological change in many of our product markets and we may not be able to introduce
any successful new products or any enhancements to our existing products on a timely basis, or at all. This could result in prolonged
and significant losses. In addition, our introduction of new products could adversely affect sales of certain of our existing
products if these new products directly compete with our existing products. If our competitors develop innovative technologies
that are superior to our products or if we fail to accurately anticipate market trends and respond on a timely basis with our
own innovations, we may not achieve sufficient growth in its revenues to attain profitability or if we do, we may not be able
sustain profitability.
We
may incur substantial costs enforcing our proprietary information, defending against third-party patents, invalidating third-party
patents or licensing third-party intellectual property, as a result of litigation or other proceedings relating to intellectual
property rights.
We
have undertaken only a limited evaluation of our intellectual property rights and we may discover that one or more of our intellectual
property rights infringe upon the patents or rights of others with the result that we may incur significant losses thereby. In
that event, any person who acquires our common stock may suffer losses thereby.
While
we believe that our technology and procedures are likely proprietary, we cannot assure you that others have not or will not replicate
our technology and procedures and achieve greater efficiencies and success at our expense.
In
that event, we could suffer serious and protracted losses and negative cash flow thereby, our strategy has been to rely on our
flexibility to develop custom engineered solutions for various applications and be responsive to customer needs. We cannot assure
you that this strategy is or will remain effective to meet these challenges.
We
may not have sufficient financial resources to defend our intellectual property rights or otherwise successfully defend against
claims that we have infringed on a third party’s intellectual property and, as a result, it may adversely affect our business,
financial condition and results of operations.
Even
if such claims are not valid, they could subject us to significant costs. In addition, it may be necessary in the future to enforce
our intellectual property rights to determine the validity and scope of the proprietary rights of others. Litigation may also
be necessary to defend against claims of infringement or invalidity by others. We may not have sufficient financial resources
to defend our intellectual property rights or otherwise to successfully defend the company against valid or spurious claims that
we have infringed upon the intellectual property rights of others. An adverse outcome in litigation or any similar proceedings
could force us to take actions that could harm its business. These include: (i) ceasing to sell products that contain allegedly
infringing property; (ii) obtaining licenses to the relevant intellectual property which we may not be able to obtain on terms
that are acceptable, or at all; (iii) indemnifying certain customers or strategic partners if it is determined that we have infringed
upon or misappropriated another party’s intellectual property; and (iv) redesigning products that embody allegedly infringing
intellectual property. Any of these results could adversely and significantly affect our business, financial condition and results
of operations. In addition, the cost of defending or asserting any intellectual property claim, both in legal fees and expenses,
and the diversion of management resources, regardless of whether the claim is valid, could be significant and lead to significant
and protracted losses.
We
have grown through acquisitions and are continuously looking to fund other acquisitions; our failure to raise funds for acquisitions
may have the effect of slowing down our growth and our use of funds for acquisitions subjects us to acquisition-related risks.
We
intend to make acquisitions of complementary (including competitive) businesses, products and technologies. However, any future
acquisitions may result in material transaction costs, increased interest and amortization expenses related to goodwill and other
intangible assets, increased depreciation expense and increased operating expenses, any of which could have an adverse effect
on our operating results and financial position. Acquisitions will require integration of acquired assets and management into
our operations to realize economies of scale and control costs. Acquisitions may involve other risks, including diversion of management
attention that would otherwise be available for ongoing internal development of our business and risks inherent in entering markets
in which we have no or limited prior experience. In connection with future acquisitions, we may make potentially dilutive issuances
of equity securities. In addition, consummation of acquisitions may subject us to unanticipated business uncertainties, contingent
liabilities or legal matters relating to those acquired businesses for which the sellers of the acquired businesses may not fully
indemnify us. There can be no assurance that our business will grow through acquisitions, as anticipated.
The
loss of the services of Aron Govil and Saagar Govil for any reason would materially and adversely affect our business operations
and prospects.
Our
financial success is dependent to a significant degree upon the efforts of Aron Govil, our Chief Financial Officer and Executive
Director, and Saagar Govil, our Chairman, President and Chief Executive Officer. Aron Govil, who previously served as our Chairman
of the Board, has knowledge regarding industrial & technology businesses and has financial resources and business contacts
that would be extremely difficult to replace. Saagar Govil possesses engineering, sales and marketing experience concerning our
company that our other officers do not have. There can be no assurance that Aron Govil and Saagar Govil will continue to provide
services to us. A voluntary or involuntary departure by Aron Govil and/or Saagar Govil could have a materially adverse effect
on our business operations if we were not able to attract a qualified replacement for them in a timely manner.
Our
management stockholders have significant stockholdings in and influence over our company which could make it impossible for public
stockholders to influence the affairs of our company.
We
are a “controlled company” under Nasdaq Listing Rules. A majority of our outstanding voting shares, which includes
our common stock, Series A preferred stock, Series 1 preferred stock and Series C preferred stock are beneficially held by Aron
Govil, our Executive Director, and Saagar Govil, our Chairman, President and Chief Executive Officer. Pursuant to the certificate
of designation for our Series A preferred stock, each outstanding share of Series A preferred stock is entitled to the number
of votes equal to the result of (i) the total number of shares of our common stock outstanding at the time of such vote multiplied
by 1.01, divided by (ii) the total number of shares of our series A preferred stock outstanding at the time of such vote, at each
meeting of stockholders of our company with respect to any and all matters presented to our stockholders for their action or consideration,
including the election of directors. Pursuant to the certificate of designation for our Series C preferred stock, each issued
and outstanding Series C Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares
of common stock of the Company (The “Common Shares”) issued and outstanding at the time of such vote multiplied by
10.01; divided by (ii) the total number of Series C Preferred Shares issued and outstanding at the time of such vote, at each
meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their
action or consideration, including the election of directors. Holders of Series C Preferred Shares shall vote together with the
holders of Common Shares as a single class. As a result of Aron Govil’s and Saagar Govil’s ownership of our common
stock and Aron Govil’s ownership of our Series A preferred stock, Series C preferred stock, and Series 1 preferred stock,
our management stockholders control, and will control in the future, substantially all matters requiring approval by the stockholders
of our company, including the election of all directors and approval of significant corporate transactions. This could make it
impossible for public stockholders to influence the affairs of our company.
Three
securities class action complaints have been recently settled against us and certain of our executive officers that challenged
various aspects of our stock trading and relationships.
The
Company has recently settled three securities class action complaints were filed against our company and certain of our executive
officers in the U.S. District Court for the Eastern District of New York on February 24, 2017 On October 4, 2018, we reached a
settlement on the securities class action litigation through a mediator for an amount of $625,000 and also reached a settlement
on the derivative action for an amount of $100,000; however there can be no assurance that the Company will not incur similar
legal actions in the future.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement and the documents incorporated by reference herein may contain forward-looking statements that involve risks
and uncertainties. All statements other than statements of historical fact contained in this prospectus supplement and the documents
incorporated by reference herein, including statements regarding future events, our future financial performance, business strategy,
and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking
statements by terminology including “anticipates,” “believes,” “can,” “continue,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “should,” or “will” or the negative of these terms or
other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis
for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties
and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus supplement and
the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a highly regulated,
very competitive, and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict
all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.
We
have based these forward-looking statements largely on our current expectations and projections about future events and financial
trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term
business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that
could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed (i) in our Annual Report on Form 10-K
for the fiscal year ended September 30, 2019, (ii) in this prospectus supplement and, in particular, the risks discussed below
and under the heading “Risk Factors” and (iii) those discussed in other documents we file with the SEC. The following
discussion should be read in conjunction with the consolidated financial statements for the fiscal years ended September 30, 2019
and 2018 and notes incorporated by reference herein. We undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions,
the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially
and adversely from those anticipated or implied in the forward-looking statement.
You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus
supplement. You are advised to consult any further disclosures we make on related subjects in our reports on Forms 8-K, 10-Q and
10-K filed with the SEC.
USE
OF PROCEEDS
Cemtrex
intends to use the proceeds for general corporate purposes, including accelerating its technology development, sales, and marketing
activities in key growth segments including Internet of Things (IoT), Augmented and Virtual Reality (AR & VR), and Artificial
Intelligence and Computer Vision (AI & CV) in security applications. Additionally, the proceeds will strategically position
the Company for attractive acquisition opportunities that may be available due to the current economic environment.
If
the maximum number of shares are sold in this offering at $5,382,546, we estimate that the net proceeds from the sale of shares
of our common stock in this offering will be approximately $4.995 million after placement agent fees and other estimated offering
expenses are paid.
DILUTION
If
you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering
price per share of our common stock and the as adjusted net tangible book value per share of common stock after this offering.
The
net tangible book value of our common stock as of March 31, 2020 was approximately $19.7 million, or approximately $2.48 per share.
Net tangible book value per share represents the amount of our total tangible assets less total liabilities divided by the total
number of shares of our common stock outstanding.
Dilution
per share to new investors represents the difference between the amount per share paid by purchasers for our common stock in this
offering and the net tangible book value per share of our common stock immediately following the completion of this offering.
After
giving effect to the sale of shares of common stock offered by this prospectus supplement at a public offering price of $2.24
per share, and after deducting estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as
of March 31, 2020 would have been approximately $24.7 million, or approximately $2.39 per share. This represents an immediate
decrease in net tangible book value of approximately $0.10 per share to our existing stockholders and an immediate dilution in
as adjusted net tangible book value of approximately $0.15 per share to purchasers of our common stock in this offering, as illustrated
by the following table:
Public
offering price per share
|
|
|
|
|
|
$
|
2.24
|
|
Net
tangible book value per share as of March 31, 2020
|
|
$
|
2.48
|
|
|
|
|
|
Increase
in net tangible book value per share attributable to investors purchasing our common stock in this offering
|
|
$
|
(0.09
|
)
|
|
|
|
|
As
adjusted net tangible book value per share as of March 31, 2020 after giving effect to this offering
|
|
|
|
|
|
$
|
2.39
|
|
Dilution
per share to investors purchasing our common stock in this offering
|
|
|
|
|
|
$
|
(0.15
|
)
|
The
table above is based on 7,939,628 shares of our common stock outstanding and issued as of March 31, 2020, which excludes 433,965
shares of our common stock issuable upon the exercise of our publicly-traded series 1 warrants that have an exercise price of
$50.48 per share and 1,050,000 shares of our common stock reserved for issuance upon the exercise of our outstanding stock options
at a weighted average exercise price of $1.91 per share.
To
the extent that outstanding derivative securities are exercised, you will experience further dilution. In addition, we may choose
to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for
our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible
debt securities, the issuance of these securities could result in further dilution to our stockholders.
CAPITALIZATION
The
following table sets forth our capitalization as of March 31, 2020 on an actual basis and as adjusted, and on a proforma and proforma
as adjusted to give effect to the sale of the common stock in this offering. The proforma calculations take into account 5,750,763
shares on common stock issued since March 31, 2020. The information set forth in the table below is only a summary and is qualified
in its entirety by, and should be read in conjunction with, the consolidated financial statements, the notes thereto, and “Management’s
Discussion and Analysis of Results of Operations and Financial Condition” in our Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2020, which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
See “Where You Can Find More Information” in this prospectus supplement.
|
|
March
31, 2020
|
|
|
March
31, 2020
|
|
|
|
Actual
|
|
|
As
Adjusted
|
|
|
Proforma
|
|
|
Proforma
as Adjusted
|
|
Cash
and cash equivalents
|
|
$
|
2,809,591
|
|
|
$
|
7,821,593
|
|
|
$
|
2,809,591
|
|
|
$
|
7,821,593
|
|
Long-term
debt, including current portion
|
|
|
16,582,311
|
|
|
|
16,582,311
|
|
|
|
16,582,311
|
|
|
|
16,582,311
|
|
Stockholders’
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value, 10,000,000 shares authorized, 3,316,683 shares issued and outstanding, actual and as adjusted
|
|
|
3,317
|
|
|
|
3,317
|
|
|
|
3,317
|
|
|
|
3,317
|
|
Common
stock, $0.001 par value, 20,000,000 shares authorized, 7,939,628 shares issued and outstanding, actual 13,660,391, proforma,
and 10,342,551 shares issued and outstanding, as adjusted, 16,063,314, proforma as adjusted
|
|
|
7,940
|
|
|
|
10,343
|
|
|
|
13,660
|
|
|
|
16,063
|
|
Additional
paid-in-capital
|
|
|
46,895,763
|
|
|
|
51,889,127
|
|
|
|
54,137,492
|
|
|
|
59,131,306
|
|
Accumulated
deficit
|
|
|
(24,357,704
|
)
|
|
|
(24,357,704
|
)
|
|
|
(24,357,704
|
)
|
|
|
(24,357,704
|
)
|
Accumulated
other comprehensive income
|
|
|
638,627
|
|
|
|
638,627
|
|
|
|
638,627
|
|
|
|
638,627
|
|
Total
Stockholders’ Equity
|
|
|
23,187,943
|
|
|
|
28,183,710
|
|
|
|
30,435,842
|
|
|
|
35,431,609
|
|
Total
Capitalization
|
|
$
|
42,579,845
|
|
|
$
|
52,571,380
|
|
|
$
|
49,827,744
|
|
|
$
|
59,819,279
|
|
The
table above excludes: 433,965 shares of our common stock issuable upon the exercise of our publicly-traded series 1 warrants that
have an exercise price of $50.48 per share and 1,050,000 shares of our common stock reserved for issuance upon the exercise of
our outstanding stock options at a weighted average exercise price of $1.91 per share.
MARKET
FOR COMMON STOCK
Our
shares of common stock are traded on The NASDAQ Capital Market under the symbol “CETX.” The price ranges presented
below represent the highest and lowest quoted bid prices during the fiscal quarters for 2018 and 2019 and through the date of
the prospectus, as reported by The NASDAQ Capital Market.
Fiscal
2018
|
|
|
High
|
|
|
Low
|
|
First
Quarter (Oct. 1 – Dec. 31, 2017)
|
|
$
|
24.08
|
|
|
$
|
19.98
|
|
Second
Quarter (Jan. 1 – Mar. 31, 2018)
|
|
|
24.32
|
|
|
|
19.68
|
|
Third
Quarter (Apr. 1 – June 30, 2018)
|
|
|
23.44
|
|
|
|
16.40
|
|
Fourth
Quarter (July 1 – Sept. 30, 2018)
|
|
|
18.08
|
|
|
|
11.28
|
|
Fiscal
2019
|
|
|
High
|
|
|
Low
|
|
First
Quarter (Oct. 1 – Dec. 31, 2018)
|
|
$
|
12.00
|
|
|
$
|
4.59
|
|
Second
Quarter (Jan. 1 – Mar. 31, 2019)
|
|
|
7.44
|
|
|
|
4.00
|
|
Third
Quarter (April 1 – June 30, 2019)
|
|
|
4.31
|
|
|
|
1.70
|
|
Fourth
Quarter (July 1 – Sept. 30, 2019)
|
|
|
2.48
|
|
|
|
1.33
|
|
Fiscal
2020
|
|
|
High
|
|
|
Low
|
|
First
Quarter (Oct. 1 – Dec. 31, 2019)
|
|
$
|
1.64
|
|
|
$
|
1.18
|
|
Second
Quarter (Jan. 1 – March 31, 2020)
|
|
|
2.51
|
|
|
|
0.66
|
|
Third
Quarter (April 1 – June 9, 2020)
|
|
|
3.11
|
|
|
|
0.76
|
|
The
quotes above represent prices between dealers and do not reflect mark-ups, markdowns or commissions and, therefore, may not necessarily
represent actual transactions.
On
June 9, 2020, the last reported sale price of our common stock was $3.11 per share.
As
of June 9, 2020, there were approximately 3,992 holders of record of our common stock as determined from our transfer agent’s
list of record holders.
Our
series 1 preferred stock and series 1 warrants also trade on The NASDAQ Capital Market under the symbols “CETXP” and
“CETXW,” respectively.
The
comparisons contained herein may not provide meaningful information to you in determining whether to purchase our common stock.
You are urged to obtain current sale prices of our common stock and to carefully review the other information contained in this
prospectus supplement, the accompany prospectus and the documents incorporated by reference herein or therein. See “Where
You Can Find More Information” and “Incorporation of Certain Documents By Reference” in this prospectus supplement.
PLAN
OF DISTRIBUTION
A.G.P./Alliance
Global Partners has agreed to act as sole placement agent in connection with this Offering. The placement agent is not purchasing
or selling any of the shares of our common stock offered by this prospectus supplement, but will use its reasonable best efforts
to arrange for the sale of the securities offered by this prospectus supplement. We have entered into a securities purchase agreement
directly with investors in connection with this Offering. The securities purchase agreement contains customary representations,
warranties and covenants. We will make offers only to a limited number of institutional investors. The Offering is expected to
close on or about June 4, 2020, subject to customary closing conditions, without further notice to you.
The
foregoing does not purport to be a complete statement of the terms and conditions of the Purchase Agreement. A copy of the form
of Purchase Agreement will be included as an exhibit to our Report on Form 8-K that will be filed with the SEC and incorporated
by reference into the registration statement on Form S-3 (SEC File No. 333-218501) of which this prospectus supplement forms a
part. See “Where You Can Find Additional Information” on page S-17.
Fees
and Expenses
We
have agreed to pay the placement agent a placement agent’s fee equal to 7.0% of the aggregate purchase price of the shares
of our common stock sold in this Offering.
The
following table shows the per share and total cash placement agent’s fees we will pay to the placement agent in connection
with the sale of the shares of our common stock offered pursuant to this prospectus supplement and the accompanying prospectus.
Offering
price
|
|
$
|
2.24
|
|
|
$
|
5,382,546
|
|
Placement
agent fees
|
|
$
|
0.157
|
|
|
$
|
376,778
|
|
Proceeds
to us, before expenses
|
|
$
|
2.083
|
|
|
$
|
5,005,767
|
|
In
addition, we have agreed to reimburse the placement agent’s expenses up to $10,000 upon closing the Offering. We estimate
that the total expenses of the Offering payable by us will be approximately $15,000.
Regulation
M
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the shares sold by it while acting as a principal might be deemed to be
underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply
with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities
Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and
sales of shares by the placement agent acting as a principal. Under these rules and regulations, the placement agent:
|
●
|
may
not engage in any stabilization activity in connection with our securities; and
|
|
|
|
|
●
|
may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than
as permitted under the Exchange Act, until they have completed their participation in the distribution.
|
Indemnification
We
have agreed to indemnify the placement agent and other specified persons against certain civil liabilities, including liabilities
under the Securities Act and the Exchange Act, and to contribute to payments that the placement agent may be required to make
in respect of such liabilities.
Other
Relationships
The
placement agent or its affiliates may in the future engage in transactions with, and may perform, from time to time, investment
banking and advisory services for us in the ordinary course of their business and for which it would receive customary fees and
expenses. In addition, in the ordinary course of its business activities, the placement agent and its affiliates may make or hold
a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for its own account and for the accounts of its customers. Such investments and securities activities may
involve securities and/or instruments of ours or our affiliates. However, except as disclosed in this prospectus supplement, we
have no present arrangements with the placement agent for any further services.
Trading
Market
Our
shares of common stock are traded on the Nasdaq Capital Market under the symbol CETX. The transfer agent and registrar for our
common shares is Clear Trust, LLC, Florida.
Lock-Up
Agreements
The
Company has agreed, subject to certain exceptions, not to sell or transfer any shares of common stock or securities convertible
into, or exchangeable or exercisable for, our shares of common stock during a period ending 90 days after the closing of the Offering.
LEGAL
MATTERS
The
Doney Law Firm, Las Vegas, Nevada, will pass upon the validity of the issuance of the shares of common stock offered by this prospectus
supplement as our counsel. The placement agent is being represented in connection with this Offering by Dentons US LLP, New York,
New York.
EXPERTS
The
consolidated financial statements as of September 30, 2019 and 2018 and for the fiscal years then ended incorporated by reference
in this prospectus have been so incorporated in reliance on the report of Haynie & Company, an independent registered public
accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. In
addition, we have filed with the SEC a Registration Statement on Form S-3, of which this prospectus is a part, under the Securities
Act with respect to the securities offered hereby. This prospectus does not contain all of the information set forth in the registration
statement or the exhibits, which are a part of the registration statement. You may read and copy the registration statement and
any document we file with the SEC at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our filings with
the SEC are also available to the public through the SEC’s Internet site at http://www.sec.gov.
This
prospectus supplement constitutes a part of a registration statement on Form S-3 that we have filed with the SEC under the Securities
Act. This prospectus supplement does not contain all of the information set forth in the registration statement, certain parts
of which are omitted in accordance with the rules and regulations of the SEC. For further information about us and our securities
we refer you to the registration statement and the accompanying exhibits and schedules. The registration statement may be inspected
at the Public Reference Room maintained by the SEC at the address set forth above. Statements contained in this prospectus supplement
regarding the contents of any contract or any other document filed as an exhibit are not necessarily complete. In each instance,
reference is made to the copy of such contract or document filed as an exhibit to the registration statement, and each statement
is qualified in all respects by that reference.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate” into this prospectus supplement information that we file with the SEC in other documents.
This means that we can disclose important information to you by referring to other documents that contain that information. Any
information that we incorporate by reference is considered part of this prospectus supplement. The documents and reports that
we list below are incorporated by reference into this prospectus supplement. In addition, all documents and reports which we file
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement but prior to the
termination of the offering are incorporated by reference in this prospectus supplement as of the respective filing dates of these
documents and reports. These documents and reports include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. Statements contained in documents that we file with
the SEC and that are incorporated by reference in this prospectus supplement will automatically update and supersede information
contained in this prospectus supplement, including information in previously filed documents or reports that have been incorporated
by reference in this prospectus supplement, to the extent the new information differs from or is inconsistent with the old information.
We
have filed the following documents with the SEC. These documents are incorporated herein by reference as of their respective dates
of filing:
●
|
Annual
Report on Form 10-K for the fiscal year ended September 30, 2019 filed on January 14, 2020;
|
|
|
●
|
Quarterly
Reports on Form 10-Q for the quarters ended December 31, 2019 and March 31, 2020, filed on February 19, 2020 and May 14, 2020,
respectively;
|
|
|
●
|
Current
Reports on Form 8-K, but only to the extent that the information set forth therein is “filed” rather than “furnished”
under the SEC’s rules, filed on November 9, 2018, November 26, 2018, January 14, 2019, January 28, 2019, February 28,
2019, March 22, 2019, March 25, 2019, April 24, 2019, April 26, 2019, June 12, 2019, July 2, 2019, August 21, 2019 September
20, 2019, October 8, 2019, November 8, 2019, December 3, 2019 December 5, 2019, January 15, 2020, January 24, 2020, February
26, 2020, March 9, 2020, March 20, 2020, March 26, 2020, April 1, 2020, April 27, 2020, May 19, 2020 and June 4, 2020.
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Definitive
Proxy Statement on Schedule 14A filed on April 16, 2020;
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Definitive
Information Statement on Schedule 14C filed on May 16, 2019;
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the
description of our common stock and preferred stock contained in our registration statement on Form S-1 filed with the SEC
on April 16, 2020 (File No. 333-237720), and any amendment or report filed with the SEC for the purpose of updating the description;
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You
may request a copy of these documents, which will be provided to you at no cost, by contacting:
Cemtrex,
Inc.
276
Greenpoint Ave.
Bld.
8 Suit 208
Brooklyn,
New York 11222
Attn:
Investor Relations
Tel.:
(631) 756-9116
You
should rely only on the information contained in this prospectus, including information incorporated by reference as described
above, or any prospectus supplement that we have specifically referred you to. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate
as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to
the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore,
you should not consider this prospectus supplement to be an offer or solicitation relating to the securities if the person making
the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.
PROSPECTUS
Cemtrex,
Inc.
$20,000,000
Common
Stock Preferred Stock
Warrants
Rights Debt Securities
We
may offer from time to time:
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shares
of our common stock, par value $0.001 per share;
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shares
of our preferred stock, par value $0.001 per share;
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warrants
to purchase any of the other securities that may be sold under this prospectus;
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rights
to purchase any of the other securities that may be sold under this prospectus;
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our
debt securities, in one or more series, which may be senior debt securities or subordinated debt securities, in each case
consisting of notes or other unsecured evidences of indebtedness; or
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any
combination of these securities.
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By
means of this prospectus, we are offering $20,000,000 of securities pursuant to General Instruction I.B.6 of Form S-3. As of June
1, 2017, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $19,750,957,
which was calculated based on 5,532,481 shares of outstanding common stock held by non-affiliates and on a price per share of
$3.57, the closing price of our common stock on June 1, 2017. Pursuant to General Instruction I.B.6 of Form S-3, in no event will
we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month
period so long as our public float remains below $75,000,000. We have not offered any securities pursuant to General Instruction
I.B.6 of Form S-3 during the 12-calendar months prior to and including the date of this prospectus.
The
securities we offer will have an aggregate public offering price of up to $20,000,000. We will provide specific terms of any offering,
including the price of the securities to the public, in supplements to this prospectus. These securities may be offered separately
or together in any combination and as separate series. You should read this prospectus and any applicable prospectus supplement
and free writing prospectus carefully before you invest in our securities.
We
may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from
time to time, or through a combination of these methods. For additional information on the methods of sale, you should refer to
the section entitled “Plan of Distribution.” We reserve the sole right to accept, and together with any agents, dealers
and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers
or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable
commissions or discounts. Our net proceeds from the sale of securities will be set forth in the applicable prospectus supplement.
The prospectus supplement will also contain more specific information about the offering.
Our
common stock, and our series 1 preferred stock and series 1 warrants that were originally sold as part of units in our recently
completed rights offering and debt exchange transaction, are listed for trading on the Nasdaq Capital Market under the symbols
CETX, CETXP and CETXW, respectively. On June 1, 2017, the last reported sale prices of our common stock, series 1 preferred stock
and series 1 warrants were $3.57, $7.11 and $0.57, respectively.
INVESTING
IN OUR SECURITIES INVOLVES RISKS.
SEE “RISK FACTORS” BEGINNING ON PAGE S-6 OF THIS PROSPECTUS.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The
date of this prospectus is June 14, 2017
TABLE
OF CONTENTS
In
this prospectus, except as otherwise indicated, the words “Cemtrex” or the “Registrant” refer to Cemtrex,
Inc. and the words “Company,” “we,” “us,” “our” and “ours” refer to
Cemtrex, Inc. together with its consolidated subsidiaries. In this prospectus, references to “common stock,” “preferred
stock,” “warrants,” “rights” and “debt securities” are to the common stock and preferred
stock of Cemtrex, and warrants, rights or debt securities issued by Cemtrex. References in this prospectus to “fiscal year”
or “fiscal” refer to our financial reporting years ending on September 30 in the applicable calendar year.
You
should rely only on information contained or incorporated by reference in this prospectus. We have not authorized any person to
provide you with information that differs from what is contained or incorporated by reference in this prospectus. If any person
does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you should
not rely on it. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities other than the securities
to which it relates, or an offer or solicitation in any jurisdiction where offers or sales are not permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus, even though this prospectus may be delivered
or shares may be sold under this prospectus on a later date. Our business, financial condition, results of operation and prospects
may have changed since those dates.
About
This Prospectus
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process. Under the shelf registration process, we may from time to time, offer and sell
to the public any or all of the securities in the registration statement in one or more offerings.
This
prospectus provides you with a general description of the securities we may offer. Each time securities are offered, we will provide
a prospectus supplement that will describe the specific amounts, prices, and terms of the securities we offer. The prospectus
supplement will contain more specific information about the offering. The prospectus supplement also may add, update, or change
information contained in this prospectus. This prospectus, together with applicable prospectus supplements, includes all material
information relating to this offering. If there is any inconsistency between the information in this prospectus and the information
in the accompanying prospectus supplement, you should rely on the information in the prospectus supplement. Please carefully read
both this prospectus and any prospectus supplement together with the additional information described below under the section
entitled “Incorporation of Documents by Reference.”
We
may sell the securities to or through underwriters, dealers, or agents or directly to purchasers. We and our agents reserve the
sole right to accept and to reject in whole or in part any proposed purchase of securities. A prospectus supplement, which we
will provide each time securities are offered, will provide the names of any underwriters, dealers or agents involved in the sale
of the securities, and any applicable fee, commission, or discount arrangements with them.
Special
Note Regarding Forward-Looking Statements
Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information
about their companies. Some of the statements in this document and any documents incorporated by reference constitute “forward-looking
statements” within the meaning of Section 21E of the Exchange Act. These statements relate to future events or our future
financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses or our
industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed
or implied by any forward-looking statements. Such statements include statements about delays in product development, market acceptance
of our industrial products and services, technological change in the electronics manufacturing and industrial products and services
industries, competition in industrial and manufacturing markets in the United States and abroad, results and costs associated
with governmental investigations and litigation, intellectual property issues, and other aspects of our business identified in
this prospectus, as well as other reports that we file from time to time with the SEC. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “could,” “would,” “should,”
“expect,” “plan,” “anticipate,” “intend,” “tends,” “believe,”
“estimate,” “predict,” “potential,” “project” or “continue” or the
negative of those terms or other comparable terminology. These statements are only predictions. Actual events or results may differ
materially because of market conditions in our industries or other factors that are in some cases beyond our control. All of the
forward-looking statements are subject to risks and uncertainties. The forward-looking statements are made as of the date of this
prospectus or the date of the documents incorporated by reference in this prospectus, as the case may be, and except as required
by law, we do not undertake, and specifically decline, any obligation to update any of these statements or to publicly announce
the results of any revisions to these statements to reflect future events or developments. Various factors, including but not
limited to the risk factors described in the “Risk Factors” section of this prospectus and elsewhere herein, could
cause actual results to differ from those implied by the forward-looking statements. Given these risks and uncertainties, you
are cautioned not to place undue reliance on these forward-looking statements.
Cemtrex,
Inc.
Overview
of our Company
Cemtrex
was incorporated in 1998, in the state of Delaware and has evolved through strategic acquisitions and internal research &
development from a small environmental monitoring instruments company into a world leading multi-industry technology company.
The Company now specializes in the development of Internet of Things (IoT), Artificial Intelligence (AI) and Virtual Reality (VR)
enabled technologies that drive innovation in a wide range of sectors, including consumer products, industrial manufacturing,
digital applications, and intelligent security & surveillance systems.
The
Company continuously assesses the composition of its portfolio businesses to ensure it is aligned with its strategic objectives
and positioned to maximize growth and return in the coming years. During fiscal 2019, the Company made a strategic decision to
exit its Electronics Manufacturing group by selling all companies in that business segment on August 15, 2019. During fiscal 2019,
the Company also reached a strategic decision to exit its original environmental products business and sold those operations.
Now
the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS)
Advanced
Technologies (AT)
Cemtrex’s
Advanced Technologies segment delivers cutting-edge technologies in the Internet of Things (IoT), Wearables and Smart Devices,
such as the SmartDesk. Through the Company’s advanced engineering and product design, Company delivers Virtual Reality (VR)
and Augmented Reality (AR) products that provide higher productivity, progressive design and impactful experiences for consumer
products, digital applications and industrial manufacturing.
The
AT business segment also includes the Company’s majority owned subsidiary, Vicon Industries, which provides end-to-end security
solutions to meet the toughest corporate, industrial and governmental security challenges. Vicon’s products include browser-based
Video monitoring systems and facial recognition systems, cameras, servers, and access control systems for every aspect of security
and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state
government offices. Vicon provides cutting edge, mission critical security and video surveillance solutions utilizing Artificial
Intelligence (AI).
Industrial
Services (IS)
Cemtrex’s
IS segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection,
relocation, and disassembly to diversified customers. We install high precision equipment in a wide variety of industrial markets
like automotive, printing & graphics, industrial automation, packaging, and chemicals among others. We are a leading provider
of reliability-driven maintenance and contracting solutions for the machinery, packaging, printing, chemical, and other manufacturing
markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production
from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and
high-quality scaffolding.
For
the fiscal years ended September 30, 2019 and 2018, we had total revenues of $39.2 million and $22.6 million, respectively, and
net income (loss) of $(21.8 million) and $(9.2 million), respectively. We had total assets of $44.3 million as of September 30,
2019.
For
the three and six months ended March 31, 2020, we had total revenues of $12.1 million and $24.3 million, respectively, and net
income (loss) of ($1.8 million) and ($2.0 million), respectively. We had total assets of $50.2 million as of March 31, 2020.
Corporate
Information
We
were incorporated in Delaware in April 1998. Our principal executive offices are located at 276 Greenpoint Ave, Brooklyn, New
York 11222, and our telephone number is (631) 756-9116. We maintain a website at www.cemtrex.com. We make our periodic and current
reports that are filed with the SEC available, free of charge, on our website as soon as reasonably practicable after such material
is electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, our website is not a
part of, and is not incorporated by reference into, this prospectus supplement or the accompanying prospectus.
Risk
Factors
Investing
in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will
contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in
our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in the
applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus
supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and
assumptions discussed under Item 1A, “Risk Factors,” in our annual report on Form 10-K for the fiscal year ended September
30, 2019 which is incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other
reports we file with the SEC in the future and any prospectus supplement related to a particular offering.
Ratio
of Earnings to Fixed Charges
If
we offer debt securities and/or preference equity securities under this prospectus, then we will, at that time, provide a ratio
of earnings to fixed charges and/or ratio of combined fixed charges and preference dividends to earnings, respectively, in the
applicable prospectus supplement for such offering.
Use
of Proceeds
Unless
otherwise indicated in any applicable prospectus supplement, the net proceeds from any sale of securities by us will be used to
supplement our operating cash flows to fund new product development and our acquisition growth plan. We currently have no commitments
or agreements with respect to any acquisitions. We also plan to utilize a smaller portion of the proceeds from any sale of securities
by us to repay or reduce certain of our outstanding indebtedness, particularly short-term convertible notes payable, and use any
remaining proceeds we receive for working capital and other corporate purposes. If we decide to use the net proceeds from a particular
offering of securities for a specific purpose other than as set forth above, we will describe that in the related prospectus supplement.
General
Description of Securities That We May Sell
We
may offer and sell, at any time and from time to time:
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shares
of our common stock, par value $0.001 per share;
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shares
of our preferred stock, par value $0.001 per share;
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warrants
to purchase any of the other securities that may be sold under this prospectus;
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rights
to purchase any of the other securities that may be sold under this prospectus;
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our
debt securities, in one or more series, which may be senior debt securities or subordinated debt securities, in each case
consisting of notes or other unsecured evidences of indebtedness; or
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any
combination of these securities.
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The
terms of any securities offered will be determined at the time of sale. We may issue debt securities that are exchangeable for
and/or convertible into common stock or any of the other securities that may be sold under this prospectus. When particular securities
are offered, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale
of the offered securities.
Description
of Capital Stock
For
purposes of this description, references to “we,” “our” and “us” refer only to Cemtrex, Inc.
and not to its subsidiaries.
The
following is a summary of the rights and preferences of our capital stock and certain other securities convertible into our capital
stock. While we believe that the following description covers the material terms of our capital stock and other securities, the
description may not contain all of the information that is important to you and is subject to and qualified in its entirety by
our Certificate of Incorporation, Bylaws, and the other agreements and instruments described below, which are included as exhibits
to the registration statement of which this prospectus forms a part, and by the provisions of applicable Delaware law. We encourage
you to read carefully this entire prospectus, our Certificate of Incorporation, Bylaws and the other agreements and instruments
described below for a more complete understanding of our capital stock.
General
Our
authorized capital stock consists of 20,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share, of which 1,000,000 shares are designated as series A preferred stock and 3,000,000 shares are
designated as series 1 preferred stock. As of June 2, 2020, 10,016,501 shares of common stock were issued and outstanding and
1,000,000 shares of series A preferred stock, 100,000 share of Series C preferred stock and 2,216,683 shares of series 1 preferred
stock were issued and outstanding.
In
addition, as of June 1, 2020, there were an aggregate of 433,965 shares of our common stock issuable upon the exercise of our
publicly-traded series 1 warrants that have an exercise price of $50.48 per share and 1,050,000 shares of our common stock reserved
for issuance upon the exercise of our outstanding stock options at a weighted average exercise price of $1.91 per share.
Common
Stock
Voting
Power; Dividends. Holders of our common stock are entitled to one vote for each share held on all matters submitted to
a vote of stockholders and have the right to vote cumulatively for the election of directors. This means that in the voting at
our annual meeting, each stockholder or his proxy, may multiply the number of his shares by the number of directors to be elected
then cast the resulting total number of votes for a single nominee, or distribute such votes on the ballot among the nominees
as desired. Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our board
of directors out of funds legally available therefor, subject to any preferential dividend rights for our outstanding preferred
stock.
Liquidation,
Dissolution and Winding Up. Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled
to receive ratably our net assets available after the payment of all debts and other liabilities and subject to the prior rights
of holders of any of our outstanding preferred stock.
Preemptive
and Other Rights. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of our preferred stock that we may designate and issue in the future.
Our
common stockholders may not receive any assets or funds until our creditors have been paid in full and the preferential or participating
rights of our preferred stockholders have been satisfied. If we participate in a corporate merger, consolidation, purchase or
acquisition of property or stock, or other reorganization, any payments or shares of stock allocated to our common stockholders
will be distributed pro-rata to holders of our common stock on a per share basis. If we redeem, repurchase or otherwise acquire
for payment any shares of our common stock, we will treat each share of common stock identically.
We
may issue additional shares of our common stock and our preferred stock, if authorized by the board, without the common stockholders’
approval, unless required by Delaware law or a stock exchange on which our securities are traded. If we receive the appropriate
payment, shares of our common stock that we issue will be fully paid and nonassessable.
Nasdaq
Capital Market. Our shares of common stock are traded on the Nasdaq Capital Market under the symbol CETX.
Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is Clear Trust LLC, Lutz, Florida.
Stock
Options
On
September 25, 2019, the Company cancelled the stock options that were issued earlier to Saagar Govil, the Company’s Chairman
and CEO, on 12/5/2016, 12/18/2017 and on 2/12/2019, and the Company granted a new seven (7) year stock option, expiring on 09/24/2026.
The new option for Saagar Govil provides for 400,000 common shares (CETX) vesting immediately with an exercise price of $1.60
per share. The option further provides for issuance of 100,000 shares of common stock (CETX) at the beginning of second, fourth
and sixth year at an exercise price increased by 20% each time. Any options not exercised within the seven (7) year period shall
expire. As of June 1, 2020, none of these options have been exercised. On September 25, 2019, the Company also granted a new seven
(7) year stock option, expiring on 09/24/2026 to Aron Govil. The Company’s Chief Financial Officer. The new option for Aron
Govil provides for 200,000 common shares (CETX) vesting immediately with an exercise price of $1.60 per share. The option further
provides for issuance of 50,000 shares of common stock (CETX) at the beginning of second, fourth and sixth year at an exercise
price increased by 20% each time. Any options not exercised within the seven (7) year period shall expire. As of June 1, 2020,
none of these options have been exercised.
Preferred
Stock
Under
our certificate of incorporation, our board of directors is authorized, without further stockholder action, to issue up to 10,000,000
shares of preferred stock in one or more series, with such powers, designations, preferences and relative, participating, optional
and other rights and such qualifications, limitations and restrictions thereof as shall be set forth in the resolutions providing
therefor. We have no present plans to issue any additional shares of preferred stock.
Series
A Preferred Stock
In
September 2009, we issued shares of our series A preferred stock to Aron Govil, our Executive Director. Pursuant to the certificate
of designation relating to those shares, each issued and outstanding share of series A preferred stock is entitled to the number
of votes equal to the result of (i) the total number of shares of common stock outstanding at the time of such vote multiplied
by 1.01, and divided by (ii) the total number of shares of series A preferred stock outstanding at the time of such vote, at each
meeting of our stockholders with respect to any and all matters presented to our stockholders for their action or consideration,
including the election of directors.
Our
series A preferred stock has equal distribution rights with our common stockholders upon liquidation, dissolution or winding-up
of our company, and otherwise has no pre-emptive, subscription, conversion or redemption rights.
Series
1 Preferred
In
January and February 2017, we issued an aggregate of 1,735,858 shares of series 1 preferred stock (the “series 1 preferred”),
having the following powers, preferences and rights:
Dividends.
Holders of the series 1 preferred are entitled to receive cumulative cash dividends at the rate of 10% of the purchase
price per year, payable semiannually on the last day of March and September in each year. Dividends may also be paid, at our option,
in additional shares of series 1 preferred, valued at their liquidation preference. The series 1 preferred ranks senior to the
common stock with respect to dividends. Dividends will be entitled to be paid prior to any dividend to the holders of our common
stock.
Liquidation
Preference. The series 1 preferred has a liquidation preference of $10.00 per share, equal to its purchase price. In the
event of any liquidation, dissolution or winding up of our company, any amounts remaining available for distribution to stockholders
after payment of all liabilities of our company will be distributed first to the holders of series 1 preferred, and then pari
passu to the holders of the series A preferred stock and our common stock. The holders of series 1 preferred have preference over
the holders of our common stock on any liquidation, dissolution or winding up of our company. The holders of series 1 preferred
also have preference over the holders of our series A preferred stock.
Voting
Rights. Except as otherwise provided in the certificate of designation, preferences and rights or as required by law,
the series 1 preferred vote together with the shares of our common stock (and not as a separate class) at any annual or special
meeting of stockholders. Except as required by law, each holder of shares of series 1 preferred is entitled to two votes for each
share of series 1 preferred held on the record date as though each share of series 1 preferred were two shares of our common stock.
Holders of the series 1 preferred vote as a class on any amendment altering or changing the powers, preferences or rights of the
series 1 preferred so as to affect them adversely.
No
Conversion. The series 1 preferred are not convertible into or exchangeable for shares of our common stock or any other
security.
Rank.
The series 1 preferred ranks with respect to distribution rights upon our liquidation, winding-up or dissolution and dividend
rights, as applicable:
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senior
to our series A preferred stock, common stock and any other class of capital stock we issue in the future unless the terms
of that stock provide that it ranks senior to any or all of the series 1 preferred;
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on
a parity with any class of capital stock we issue in the future the terms of which provide that it will rank on a parity with
any or all of the series 1 preferred;
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junior
to each class of capital stock issued in the future the terms of which expressly provide that such capital stock will rank
senior to the series 1 preferred and the common stock; and
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junior
to all of our existing and future indebtedness.
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In
addition, the series 1 preferred, with respect to rights upon our liquidation, winding-up or dissolution, will be structurally
subordinated to existing and future indebtedness of our company and subsidiaries, as well as the capital stock of our subsidiaries
held by third parties.
Redemption.
We may mandatorily redeem any or all of the series 1 preferred at any time and from time to time at our option, by giving
notice (by issuing a press release or otherwise making a public announcement, by mailing a notice of redemption or otherwise).
If we redeem fewer than all of the outstanding shares of series 1 preferred, we may select the shares to be redeemed by redeeming
shares proportionally, by lot, or by any other equitable method. The mandatory redemption price for any shares of series 1 preferred
is an amount equal to the $10.00 purchase price per share plus any accrued but unpaid dividends to the date fixed for redemption.
From
and after any applicable redemption date, if funds necessary for the redemption are available and have been irrevocably deposited
or set aside, then:
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the
shares will no longer be deemed outstanding;
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the
holders of the shares, as such, will cease to be stockholders; and
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all
rights with respect to the shares of series 1 preferred will terminate except the right of the holders to receive the redemption
price, without interest.
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We
may also repurchase, outside of our mandatory redemption rights, any shares of series 1 preferred in privately-negotiated transactions
or in open market purchases on Nasdaq, subject to applicable regulations regarding issuer repurchases of their capital stock.
In such cases, we would most likely do so at prices lower than the price at which we are entitled to mandatorily redeem the shares.
No
Other Rights. The holders of the series 1 preferred have no preemptive or preferential or other rights to purchase or
subscribe to any stock, obligations, warrants or other securities of ours.
Trading.
The series 1 preferred is listed for trading on the Nasdaq Capital Market under the symbol CETXP.
Transfer
Agent and Registrar. Clear Trust, LLC, Florida, is the transfer agent and registrar for our series 1 preferred.
Series
1 Warrants
In
January and February 2017, we issued series 1 warrants to purchase an aggregate of 3,471,717 shares of our common stock, having
the following terms and provisions:
Exercise
and Terms. Each series 1 warrant entitles the holder thereof to purchase one share of our common stock at an exercise
price of $6.31 per share. Series 1 warrants are exercisable, at any time and from time to time, on or before the fifth anniversary
of the date of issuance by delivery of an exercise notice duly completed and tendering of the aggregate exercise price. The series
1 warrants are exercisable only for cash.
A
holder is prohibited under the terms of the series 1 warrants from effecting the exercise of the series 1 warrants to the extent
that, as a result of the exercise, the holder of such shares beneficially owns more than 4.99% (or, if this limitation is waived
by the holder upon no less than 61 days prior notice to us, 9.99%) in the aggregate of the outstanding shares of our common stock
calculated immediately after giving effect to the issuance of shares of common stock upon such exercise.
Call
Option. The series 1 warrants are callable by us at a price of $0.10 per underlying share of common stock on 30 days’
notice if (i) the average closing price of our common stock for 30 consecutive trading days exceeds 200% of the exercise price,
(ii) our common stock continues to be traded on the Nasdaq Capital Market or is trading on another national securities exchange
and (iii) a registration statement covering the shares underlying the series 1 warrants has been declared effective and remains
effective and such shares are not subject to lock-up restrictions.
Trading.
The series 1 warrants are listed for trading on the Nasdaq Capital Market under the symbol CETXW.
Warrant
Agent. Clear Trust, LLC is the warrant agent for our series 1 warrants.
Series
C Preferred Stock
On
October 3, 2019, pursuant to Article IV of our Articles of Incorporation, our Board of Directors voted to designate a class of
preferred stock entitled Series C Preferred Stock, consisting of up to one hundred thousand (100,000) shares, par value $0.001.
Under the Certificate of Designation, holders of Series C Preferred Stock are entitled to the number of votes equal to the result
of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii)
the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders
with respect to any and all matters presented to our shareholders for their action or consideration, including the election of
directors.
Anti-Takeover
Provisions
The
terms of our shares of series A and series C preferred stock, held by Aron Govil, our Executive Director, may also have the effect
of discouraging a takeover of our company. Pursuant to the certificate of designation for our Series A preferred stock, each outstanding
share of Series A preferred stock is entitled to the number of votes equal to the result of (i) the total number of shares of
our common stock outstanding at the time of such vote multiplied by 1.01, divided by (ii) the total number of shares of our series
A preferred stock outstanding at the time of such vote, at each meeting of stockholders of our company with respect to any and
all matters presented to our stockholders for their action or consideration, including the election of directors. Pursuant to
the certificate of designation for our Series C preferred stock, each issued and outstanding Series C Preferred Share shall be
entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company (The “Common
Shares”) issued and outstanding at the time of such vote multiplied by 10.01; divided by (ii) the total number of Series
C Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect
to any and all matters presented to the shareholders of the Company for their action or consideration, including the election
of directors. Holders of Series C Preferred Shares shall vote together with the holders of Common Shares as a single class. As
a result of Aron Govil’s and Saagar Govil’s ownership of our common stock and Aron Govil’s ownership of our
Series A preferred stock, Series C preferred stock, and Series 1 preferred stock, our management stockholders control, and will
control in the future, substantially all matters requiring approval by the stockholders of our company, including the election
of all directors and approval of significant corporate transactions. Given this continuing voting interest of our series A preferred
stock and series C preferred stock, its holder will be able to exert significant influence over all corporate activities including
the outcome of tender offers, mergers, proxy contests or other purchases of common stock, which could discourage others from initiating
changes of control.
Our
certificate of incorporation, in order to combat “greenmail,” provides in general that any direct or indirect purchase
by us of any of our voting stock or rights to acquire voting stock known to be beneficially owned by any person or group which
holds more than 5% of a class of our voting stock and which has owned the securities being purchased for less than two years must
be approved by the affirmative vote of at least two-thirds of the votes entitled to be cast by the holders of voting stock, subject
to certain exceptions. The prohibition of “greenmail” may tend to discourage or foreclose certain acquisitions of
our securities, which might temporarily increase the price of our securities. Discouraging the acquisition of a large block of
our securities by an outside party may also have a potential negative effect on takeovers. Parties seeking control of our company
through large acquisitions of our securities will not be able to resort to “greenmail” should their bid fail, thus
making such a bid less attractive to persons seeking to initiate a takeover effort.
We
are subject to the provisions of Section 203 of the General Corporation Law of Delaware. Section 203 prohibits certain publicly
held Delaware corporations from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the date of the transaction in which the person became an “interested stockholder,”
unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset
sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an
“interested stockholder” is a person or entity who, together with affiliates and associates, owns (or within the preceding
three years, did own) 15% or more of the corporation’s voting stock. The statute contains provisions enabling a corporation
to avoid the statute’s restrictions if the stockholders holding a majority of the corporation’s voting stock approve.
Indemnification
of Directors and Officers
Our
certificate of incorporation provides that any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or
in the right of the company) by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the
company, or is or was serving at the request of the company as a director, officer, incorporator, employee or agent of another
company, partnership, joint venture, trust or other enterprise, shall be entitled to be indemnified by the company to the full
extent then permitted by law or to the extent that a court of competent jurisdiction shall deem proper or permissible under the
circumstance, whichever is greater, against expenses (including attorneys’ fees), judgments, fines and amount paid in settlement
incurred by such person in connection with such action, suit or proceeding. Such right of indemnification shall inure whether
or not the claim asserted is based on matters which pre-date the company’s adoption of the indemnification provisions in
its certificate of incorporation. Furthermore, such right of indemnification will continue as to a person who has ceased to be
a director, officer, incorporator, employee or agent and will inure to the benefit of the heirs and personal representatives of
such person.
Description
of Warrants
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes
the material terms and provisions of the warrants that we may offer and sell under this prospectus and any related warrant agreements
and warrant certificates. While the terms we have summarized below will apply generally to any warrants offered, we will describe
the particular terms of any series of warrants in more detail in the applicable prospectus supplement, which may differ from the
terms we describe below.
General
We
may issue, and we may offer and sell, together with other securities or separately, warrants to purchase our preferred stock,
debt, common stock or other securities. Warrants may be issued directly to the purchasers of the warrants or under warrant agreements
to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the applicable prospectus supplement.
A warrant agent will act solely as our agent in connection with the warrants of the series being offered and will not assume any
obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants The prospectus supplement
will describe, among other things, the following terms, where applicable, of warrants that we may offer:
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the
title of the warrants;
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the
designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating
to the exercise of such warrants;
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the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants
issued with each such security;
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the
price or prices at which the warrants will be issued and any terms for the adjustment of the price or prices;
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the
aggregate number of warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants;
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the
price or prices at which the securities purchasable upon exercise of the warrants may be purchased, including provisions for
adjustment of the exercise price of the warrant;
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if
applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be
separately transferable;
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if
applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants;
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any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;
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the
date on which the right to exercise the warrants shall commence, and the date on which the right shall expire; and
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the
maximum or minimum number of warrants which may be exercised at any time.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to
exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder thereof to purchase for cash the amount of debt securities or number of shares of preferred stock
or common stock at the exercise price as will in each case be set forth in, or be determinable as set forth in, the applicable
prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the
applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Warrants
may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of
payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities.
If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued
for the remaining warrants.
Enforceability
of Rights of Holders of Warrants
Each
warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility to initiate any proceedings at law or otherwise, or to make any
demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, that holder’s
warrants.
Description
of Rights
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described
in this prospectus. We may offer rights separately or together with one or more additional rights, preferred stock, common stock,
warrants, debt securities or any combination of those securities, as described in the applicable prospectus supplement. Each series
of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series
of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates
or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which
any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the
extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus
supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus
supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded
by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional
information before you decide whether to purchase any of our rights.
We
will provide in a prospectus supplement the following terms of the rights being issued:
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the
date of determining the stockholders entitled to the rights distribution;
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the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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the
exercise price;
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the
aggregate number of rights issued;
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
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the
method by which holders of rights will be entitled to exercise;
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the
conditions to the completion of the offering, if any;
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the
withdrawal, termination and cancellation rights, if any;
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether
stockholders are entitled to oversubscription rights, if any;
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any
applicable material U.S. federal income tax considerations; and
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights, as applicable.
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Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or
other securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up
to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable,
purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer
any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through
a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
Description
of Debt Securities
We
may issue debt securities in one or more distinct series. This section summarizes the terms of the debt securities that are common
to all series. Most of the financial terms and other specific terms of any series of debt securities that we offer will be described
in a prospectus supplement to be attached to the front of this prospectus. Since the terms of specific debt securities may differ
from the general information we have provided below, if any information contained in a prospectus supplement contradicts the information
below, you should rely on information in the prospectus supplement.
As
required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a
document called an “indenture”. An indenture is a contract between us and a financial institution acting as trustee
of holders of the debt securities on behalf of the holders of the debt securities. The trustee has two main roles. First, the
trustee can enforce the rights of holders of the debt securities against us if we default. There are some limitations on the extent
to which the trustee acts on behalf of holders of the debt securities, as described below under “Events of Default.”
Second, the trustee performs certain administrative duties for us.
The
debt securities will be either senior debt securities or subordinated debt securities. We will issue the senior debt securities
under a senior indenture between us and a trustee. We will issue the subordinated debt securities under a subordinated indenture
between us and the same or another trustee. The senior indenture and the subordinated indenture are collectively referred to in
this prospectus as the indenture, and each of the trustee under the senior indenture and the trustee under the subordinated indenture
are referred to in this prospectus as the trustee. Unless otherwise specified in a prospectus supplement, the debt securities
will be direct unsecured obligations of our company.
Because
this section is a summary, it does not describe every aspect of the debt securities or the indenture. We urge you to read the
indenture because it, and not this description, defines your rights as a holder of debt securities. For example, in this section,
we use capitalized words to signify terms that are specifically defined in the indenture. Some of the definitions are repeated
in this prospectus, but for the rest you will need to read the indenture. We have filed the form of the indenture as an exhibit
to the registration statement that we have filed with the SEC. See “Where You Can Find More Information” below for
information on how to obtain a copy of the indenture. In addition, most of the financial terms and other specific terms of any
series of debt securities that we offer will be described in the applicable prospectus supplement.
General
Each
series of debt securities, unless otherwise specified in the prospectus supplement, will be unsecured obligations of our company.
Any senior unsecured debt securities that we issue will rank equally with all other unsecured and unsubordinated indebtedness
of us. Any subordinated debt securities that we issue will be expressly subordinated in right of payment to the prior payment
in full of our senior indebtedness. In addition, unless otherwise specified in the applicable prospectus supplement, the debt
securities will be structurally subordinated to all existing and future liabilities, including trade payables, of our subsidiaries,
and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets and cash flows
of those subsidiaries.
Any
debt securities proposed to be sold under this prospectus and the attached prospectus supplement (“offered debt securities”)
and any debt securities issuable upon conversion or exchange of other offered securities (“underlying debt securities”),
may be issued under the indenture in one or more series.
You
should read the prospectus supplement for the terms of the offered debt securities, including the following:
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the
title of the debt securities and whether the debt securities will be senior debt securities or subordinated debt securities
of our company;
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the
total principal amount of the debt securities and any limit on the total principal amount of debt securities of the series;
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the
price or prices at which we will offer the debt securities;
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if
not the entire principal amount of the debt securities, the portion of the principal amount payable upon acceleration of the
maturity of the debt securities or how this portion will be determined;
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the
date or dates, or how the date or dates will be determined or extended, when the principal of the debt securities will be
payable;
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the
interest rate or rates, which may be fixed or variable, that the debt securities will bear, if any, or how the rate or rates
will be determined, the date or dates from which any interest will accrue or how the date or dates will be determined, the
interest payment dates, any record dates for these payments and the basis upon which interest will be calculated, if other
than that of a 360-day year of twelve 30-day months;
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any
optional redemption provisions;
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any
sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
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if
other than U.S. dollars, the currency or currencies of the debt securities;
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whether
the amount of payments of principal, premium or interest, if any, on the debt securities will be determined with reference
to an index, formula or other method, which could be based on one or more currencies, commodities, equity indices or other
indices, and how these amounts will be determined;
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the
place or places, if any, other than or in addition to The City of New York, of payment, transfer, conversion and/or exchange
of the debt securities;
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if
the denominations in which the offered debt securities will be issued are other than denominations of $1,000 or any integral
multiple of $1,000;
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the
applicability of defeasance provisions of the indenture and any provisions in modification of, in addition to, or in lieu
of, any of these provisions;
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any
provisions granting special rights to the holders of the debt securities upon the occurrence of specified events;
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any
changes or additions to the events of default or covenants contained in the indenture;
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whether
the debt securities will be convertible into or exchangeable for any other securities and the applicable terms and conditions;
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subordination
provisions, if any, that will apply, to the extent different from those set forth below;
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the
form of note or other instrument representing the debt if not issued in book entry form; and
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any
other terms of the debt securities.
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Covenants
The
supplemental indenture with respect to any particular series of debt securities may contain covenants including, without limitation,
covenants restricting or limiting:
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the
incurrence of additional debt by us and our subsidiaries;
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the
making of various payments, including dividends, by us and our subsidiaries;
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our
business activities and those of our subsidiaries;
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the
issuance of other securities by our subsidiaries;
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asset
dispositions;
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sale-leaseback
transactions;
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transactions
with affiliates;
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a
change of control;
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the
incurrence of liens; and
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mergers
and consolidations involving us and our subsidiaries.
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For
purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will
include additional amounts if required by the terms of the debt securities, subject to the maximum offering amount under this
prospectus.
The
indenture does not limit the amount of debt securities that may be issued thereunder from time to time. The indenture also provides
that there may be more than one trustee thereunder, with respect to one or more different series of indenture securities. See
“Resignation of Trustee” below. At a time when two or more trustees are acting under the indenture, each with respect
to only certain series, the term “indenture securities” means the one or more series of debt securities with respect
to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and
trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities
for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each
trustee is acting would be treated as if issued under separate indentures.
We
have the ability to issue indenture securities with terms different from those of indenture securities previously issued and,
without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional
indenture securities of that series unless the reopening was restricted when that series was created.
Methods
of Calculating and Paying Interest on our Debt Securities
Each
series of our debt securities will bear interest at a fixed or variable rate per annum shown on the front cover of the prospectus
supplement under which that series is issued.
Provisions
Relating Only to the Senior Debt Securities
The
senior debt securities will rank equally in right of payment with all of our other senior and unsubordinated debt and senior in
right of payment to any of our subordinated debt, including the subordinated debt securities. The senior debt securities will
be effectively subordinated to all of our secured debt and to all debt, including trade debt, of our subsidiaries. We will disclose
the amount of our secured debt in the prospectus supplement.
Provisions
Relating Only to the Subordinated Debt Securities
The
subordinated debt securities will rank junior in right of payment to all of our senior indebtedness. Senior indebtedness will
be defined to include all notes or other evidences of debt not expressed to be subordinate or junior in right of payment to any
of our other debt. The debt will be structurally subordinated to all debt, including trade debt, of our subsidiaries.
If
the offered securities are subordinated debt securities, the supplemental indenture may provide that no cash payment of principal,
interest and any premium on the subordinated debt securities may be made:
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if
we fail to pay when due any amounts on any senior indebtedness;
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if
our property is, or we are, involved in any voluntary or involuntary liquidation or bankruptcy; and
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in
other instances specified in the supplemental indenture.
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Conversion
or Exchange Rights
If
any series of our debt securities are convertible or exchangeable, the applicable prospectus supplement will specify:
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the
type of securities into which it may be converted or exchanged;
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the
conversion price or exchange ratio, or its method of calculation; and
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how
the conversion price or exchange ratio may be adjusted if our debt securities are redeemed.
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Events
of Default
Unless
otherwise specified in the applicable prospectus supplement, the following will be events of default with respect to any series
of debt securities:
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default
for 30 days in the payment when due of interest on the debt securities;
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default
in payment when due of the principal of or any premium on the debt securities;
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default
in the performance or breach of various covenants after applicable notice and/or grace period; and
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various
events of bankruptcy or insolvency with respect to us.
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The
applicable prospectus supplement will describe any additional events of default.
If
an event of default occurs with respect to debt securities of a series then outstanding and is continuing, then the trustee or
the holders of not less than 25% in principal amount of the debt securities of that series then outstanding, by a notice in writing
to us (and to the trustee if given by the holders), may, and the trustee at the request of such holders shall, declare the principal
amount (or, if the debt securities of that series are original issue discount securities, such portion of the principal amount
as may be specified in the terms of that series) of, premium, if any, and accrued interest on all of the debt securities of that
series to be due and payable immediately, and the same (or specified portion thereof) shall become immediately due and payable.
A declaration of default under the indenture or under other payment obligations could give rise to cross-defaults and acceleration
with respect to the debt securities or such other payment obligations.
At
any time after a declaration of acceleration with respect to debt securities of any series (or of all series, as the case may
be) has been made and before a judgment or decree for payment of the money due has been obtained by the trustee as provided in
the indenture, the holders of a majority in principal amount of the debt securities of that series (or of all series, as the case
may be) then outstanding, by written notice to us and the trustee, may rescind such declaration and its consequences under the
circumstances specified in the applicable debenture.
The
indenture will provide that no such rescission shall affect any subsequent default or impair any right consequent thereon.
With
respect to the debt securities of any series, the holders of not less than a majority in principal amount of the debt securities
of such series then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee, or exercising any trust or power conferred on the trustee, provided that:
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such
direction shall not be in conflict with any rule of law or with the indenture;
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the
trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction; and
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the
trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the holders of
debt securities of such series not consenting.
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No
holder of any debt security of any series or any related coupons shall have any right to institute any proceeding, judicial or
otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:
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the
holder has previously given written notice to the trustee of a continuing event of default with respect to the debt securities
of that series;
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the
holders of not less than 25% in principal amount of the debt securities of that series then outstanding shall have made written
request to the trustee to institute proceedings in respect of the event of default in its own name as trustee under the indenture;
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such
holder or holders have offered to the trustee indemnity reasonably satisfactory to the trustee against the costs, expenses
and liabilities to be incurred in compliance with such request;
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the
trustee for 60 days after its receipt of such notice, request and offer of indemnity, has failed to institute any such proceeding;
and
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no
direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of
a majority or more in principal amount of the debt securities of that series then outstanding.
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However,
no holder of a debt security has the right under the indenture to affect, disturb or prejudice the rights of any other holders
of debt securities of the same series, or to obtain or to seek to obtain priority or preference over any other of such holders
or to enforce any right under the indenture, except in the manner provided in the indenture and for the equal and ratable benefit
of all holders of debt securities of the same series.
Every
year we will be required to deliver to the trustee a certificate as to our performance of our obligations under the indenture
and as to any defaults.
Mergers,
Consolidations and Certain Sales of Assets
Unless
otherwise specified in the applicable prospectus supplement, the indenture will provide that we may not:
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consolidate
with or merge into any other person or entity or permit any other person or entity to consolidate with or merge into us in
a transaction in which we are not the surviving entity, or
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transfer,
lease or dispose of all or substantially all of our assets to any other person or entity unless:
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the
resulting, surviving or transferee entity shall be a corporation organized and existing under the laws of the United States
or any state thereof and such resulting, surviving or transferee entity shall expressly assume, by supplemental indenture,
executed and delivered in form satisfactory to the trustee, all of our obligations under the debt securities and the indenture;
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immediately
after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the resulting, surviving
or transferee entity as a result of such transaction as having been incurred by such entity at the time of such transaction),
no default or event of default would occur or be continuing; and
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we
shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with the indenture.
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Modification
and Waiver
Unless
otherwise specified in the applicable prospectus supplement, the indenture will provide that we and the trustee may amend or supplement
the indenture or the debt securities without notice to or the consent of any holder for clarification, corrections and legal compliance
purposes, including as follows:
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to
cure any ambiguity, defect or inconsistency;
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to
provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to
make any change that does not adversely affect the interests thereunder of any holder;
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to
qualify the indenture under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, or to comply with the
requirements of the SEC in order to maintain the qualification of the indenture under the Trust Indenture Act;
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to
evidence the succession of another person to our company and that person’s assumption of our covenants;
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to
add to our covenants;
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to
add any additional events of default;
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to
secure the debt securities;
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to
establish the form or terms of debt securities;
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to
evidence the appointment of a successor trustee under the indenture;
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to
close the indenture with respect to authentication and delivery of additional series of debt securities; or
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to
supplement the indenture in order to permit the defeasance and discharge of any series of debt securities.
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The
indenture will provide that we and the trustee may make modifications and amendments to the indenture, and waive past defaults,
with the consent of the holders of not less than a majority in aggregate principal amount at maturity of the outstanding debt
securities in a series; provided, however, that no such modification or amendment may, without the consent of each holder affected
thereby,
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change
the stated maturity of the principal of, or any installment of interest on, any debt security;
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reduce
the principal amount of, or premium, if any, or interest on, any debt security;
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reduce
the amount of a debt security’s principal that would be due and payable upon a declaration of acceleration, following
a default;
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change
the place of payment of, the currency of payment of principal of, or premium, if any, or interest on, any debt security;
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impair
the right to institute suit for the enforcement of any payment on or after the stated maturity (or, in the case of a redemption,
on or after the redemption date) of any debt security;
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adversely
affect any right to convert or exchange any debt security that is convertible or exchangeable; or
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reduce
the stated percentage of outstanding debt securities the consent of whose holders is necessary to modify, or amend the indenture
or waive a past default.
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Governing
Law
Any
issued debt securities and the indenture will be governed by the laws of the State of New York.
Concerning
the Trustee
The
indenture will provide that, except during the continuance of an event of default or default, the trustee will not be liable,
except for the performance of such duties as are specifically set forth in such indenture. If an event of default has occurred
and is continuing, the trustee will use the same degree of care and skill in its exercise as a prudent person would exercise under
the circumstances in the conduct of such person’s own affairs.
The
indenture and provisions of the Trust Indenture Act incorporated by reference in the indenture contain limitations on the rights
of the trustee, should it become our creditor, to obtain payment of claims in certain cases or to realize on certain property
received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions;
provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.
Defeasance
The
following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement
that the provisions of covenant defeasance and full defeasance will not be applicable to that series.
The
indenture will provide that we will be deemed to have paid and will be discharged from any and all obligations in respect of any
issued series of debt securities and the provisions of the indenture or will be released from our obligations to comply with covenants
relating to those debt securities as described above or in the applicable prospectus supplement, (which may include obligations
concerning subordination of our subordinated debt securities) if, among other things:
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we
have irrevocably deposited with the trustee, in trust, money and/or U.S. Government Obligations (as defined in the indenture)
that through the payment of interest and principal in respect of those monies and/or U.S. Government Obligations in accordance
with their terms, will provide money in an amount sufficient to pay the principal of, premium, if any, and interest, if any,
on the series of debt securities on the stated maturity of such payments and any applicable sinking fund or analogous payments
in accordance with the terms of the indenture and the debt securities;
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such
defeasance shall not result in a breach, or constitute a default, under the indenture or any other material agreement of our
company;
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we
have delivered to the trustee either (i) an opinion of counsel to the effect that holders will not recognize additional income,
gain or loss for U.S. federal income tax purposes as a result of our exercise of the defeasance or covenant defeasance, or
(ii) a ruling directed to the trustee received from the Internal Revenue Service to the same effect as the aforementioned
opinion of counsel; and
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We
have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all the conditions
precedent to full defeasance have been complied with.
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In
the event we exercise our option to omit compliance with certain covenants and provisions of the indenture with respect to a series
of debt securities and the debt securities are declared due and payable because of the occurrence of an event of default that
remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the trustee will be sufficient to pay
amounts due on the debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on the debt
securities at the time of the acceleration resulting from such event of default, however, we will remain liable for such payments.
We
cannot defease our obligations to register the transfer or exchange of our debt securities; to replace our debt securities that
have been stolen, lost or mutilated; to maintain paying agencies; or to hold funds for payment in trust. We may not defease our
obligations if there is a continuing event of default on securities issued under the applicable indenture, or if depositing amounts
into trust would cause the trustee to have conflicting interests with respect to other of our securities.
Resignation
of Trustee
Each
trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee
is appointed to act with respect to these series. In the event that two or more persons are acting as trustee with respect to
different series of indenture securities under one of the indentures, each of the trustees will be a trustee of a trust separate
and apart from the trust administered by any other trustee.
Global
Securities
We
may issue debt securities as registered securities in book-entry form only. A global security represents one or any other number
of individual debt securities. All debt securities represented by the same global security have the same terms.
Each
debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name
of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called
the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New
York, known as DTC, will be the depositary for all debt securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless
special termination situations arise. As a result of these arrangements, the depositary, or its nominee, will be the sole registered
owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial
interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial
institution that in turn has an account with the depositary or with another institution that has an account with the depositary.
Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect
holder of a beneficial interest in the global security.
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds
the global security will be considered the holder of the debt securities represented by the global security.
If
debt securities are issued only in the form of a global security, an investor should be aware of the following:
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an
investor cannot cause the debt securities to be registered in his or her name, and cannot obtain certificates for his or her
interest in the debt securities, except in the special situations we describe below;
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an
investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and
protection of his or her legal rights relating to the debt securities;
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an
investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing
the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
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the
depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters
relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of
the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do
not supervise the depositary in any way;
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DTC
requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately
available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests
in a global security; and
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financial
institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest
in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt
security. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and
are not responsible for the actions of any of those intermediaries.
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Generally,
a global security will be terminated and interests in it will be exchanged for certificates in non-global form, referred to as
certificated securities only in the following instances:
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if
the depositary notifies us and the trustee that it is unwilling or unable to continue as depositary for that global security;
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if
the depositary ceases to be a clearing agency and we do not appoint another institution to act as depositary within 90 days;
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if
we determine that we wish to terminate that global security; or
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if
an event of default has occurred with regard to the debt securities represented by that global security and has not been cured
or waived, and the owner of beneficial interests in the global security requests that certificated securities be delivered;
we discuss defaults above under “Events of Default.”
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The
prospectus supplement may list situations for terminating a global security that would apply only to the particular series of
debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the
applicable trustee, is responsible for deciding the names of the institutions in whose names the debt securities represented by
the global security will be registered and, therefore, who will be the holders of those debt securities.
Payment
and Paying Agent
Unless
specified otherwise in a prospectus supplement, in the event certificated registered debt securities are issued, the holders of
certificated registered debt securities will be able to receive payments of principal and of interest on their debt securities
at the office of the paying agent. All payments of interest may be received at the offices of such paying agent upon presentation
of certificated debt securities and all payments of principal may be received at such offices upon surrender of the debt securities.
We also have the option of mailing checks or making wire transfers to the registered holders of the debt securities. Unless specified
otherwise in a prospectus supplement, we will maintain a paying agent for the debt securities in The City of New York at all times
that payments are to be made in respect of the debt securities and, if and so long as the debt securities remain outstanding.
Plan
of Distribution
We
may sell the securities in and outside the United States through underwriters or dealers, directly to purchasers, including our
affiliates, through agents, or through a combination of any of these methods. The prospectus supplement will include the following
information:
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the
terms of the offering;
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the
names of any underwriters, dealers or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers;
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any
commissions paid to agents; and
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the
terms of any arrangement entered into with any dealer or agent.
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Sale
Through Underwriters or Dealers
If
underwriters are used in the sale of any of these securities, the underwriters will acquire the securities for their own account.
The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public
either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting
as underwriters. Unless we inform you otherwise in any prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
During
and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions
may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection
with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members
or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities
are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open
market. If commenced, the underwriters may discontinue these activities at any time.
If
dealers are used in the sale of securities, we will sell the securities to them as principals. They may then resell those securities
to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement
the names of the dealers and the terms of the transaction.
Direct
Sales and Sales Through Agents
We
may sell the securities directly, and not through underwriters or agents. Securities may also be sold through agents designated
from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities,
and we will describe any commissions payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act, as amended, or the Securities Act, with respect to any sale of those securities. We will describe the terms
of any such sales in the prospectus supplement.
Delayed
Delivery Contracts
If
we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts
would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those
contracts.
General
Information
We
may have agreements with the agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities
under the Securities Act, or to contribute with respect to payments that the agents, dealers or underwriters may be required to
make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for, us in the ordinary
course of their businesses.
Legal
Matters
The
Doney Law Firm, Las Vegas, Nevada, will pass upon the validity of the issuance of the shares of common stock offered by this prospectus
supplement as our counsel.
Experts
The
consolidated financial statements as of September 30, 2019 and 2018 and for the fiscal years then ended incorporated by reference
in this prospectus have been so incorporated in reliance on the report of Haynie & Company, an independent registered public
accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
Where
You Can Find More Information
We
are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other
information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request
copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web
site at http://www.sec.gov.
We
have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus
does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement,
at prescribed rates, from the SEC at the address listed above.
The
registration statement and the documents referred to below under “Incorporation by Reference” are also available on
our Internet website www.cemtrex.com. We have not incorporated by reference into this prospectus the information on our website,
and you should not consider it to be a part of this prospectus.
Incorporation
of Documents by Reference
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information we incorporate by reference is considered to be part of this prospectus,
and information that we file later with the SEC will automatically update and supersede information contained in this prospectus
and any accompanying prospectus supplement. We incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (excluding any portions of
any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K). The documents we are incorporating
by reference are as follows:
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Annual
Report on Form 10-K for the fiscal year ended September 30, 2016 filed on December 28, 2016;
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Quarterly
Reports on Form 10-Q for the periods ended December 31, 2016 filed on February 24, 2017, and March 31, 2017 filed on May 11,
2017;
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Current
Reports on Form 8-K, but only to the extent that the information set forth therein is “filed” rather than “furnished”
under the SEC’s rules, filed on November 4, 2016, November 9, 2016, November 17, 2016, November 29, 2016, December 13,
2016, December 27, 2016, January 24, 2017, February 3, 2017, February 10, 2017, March 1, 2017, March 7, 2017 and March 7,
2017;
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Definitive
Proxy Statement on Schedule 14A filed on January 30, 2017;
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the
description of our common stock contained in our registration statement on Form 10/A filed with the SEC on November 25, 2008
(File No. 000-53238), and any amendment or report filed with the SEC for the purpose of updating the description;
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the
description of our series 1 preferred stock contained in our registration statement on Form 8-A filed with the SEC on February
16, 2017 (File No. 001-37464), and any amendment or report filed with the SEC for the purpose of updating the description;
and
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the
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on February 16, 2017
(File No. 001-37464), and any amendment or report filed with the SEC for the purpose of updating the description.
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All
documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement
and prior to the termination of the offering, shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such documents, provided, however, that the registrant is not incorporating
any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K.
Any
document, and any statement contained in a document, incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes
such document or statement. Any such document or statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
The
documents incorporated by reference in this prospectus may be obtained from us without charge and will be provided to each person,
including any beneficial owner, to whom a prospectus is delivered. You may obtain a copy of the documents at no cost by submitting
an oral or written request to:
Cemtrex,
Inc.
276
Greenpoint Ave., Bld. 8 Suite 208
Brooklyn,
New York 11222
Attention:
Investor Relations
Telephone:
(631) 756-9116
Additional
information about us is available at our website located at www.cemtrex.com. Information contained on, or accessible through,
our website is not a part of, and is not incorporated by reference into, this prospectus or any accompanying prospectus supplement.
Cemtrex,
Inc.
2,402,923
Shares of Common Stock
PROSPECTUS
SUPPLEMENT
June
9, 2020
Sole
Placement Agent
A.G.P.
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