Current Report Filing (8-k)
June 12 2020 - 4:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 9, 2020
Cemtrex
Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-37464
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30-0399914
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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276
Greenpoint Ave Bld. 8 Suite 208
Brooklyn,
NY
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11222
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (631) 756-9116
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol
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Name
of each exchange on which registered
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Common
Stock
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CETX
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Nasdaq
Capital Market
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Series
1 Preferred Stock
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CETXP
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Nasdaq
Capital Market
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Series
1 Warrants
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CETXW
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Nasdaq
Capital Market
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Item
1.01 Entry into a Material Definitive Agreement
On
June 9, 2020, Cemtrex Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase
Agreements”) relating to the public offering of an aggregate of 2,402,923 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to institutional
investors. The Offering price of the Shares was $2.24 per share. After paying Offering fees and expenses, the Company received
net proceeds of approximately $5 million from the Offering. The Offering closed on June 12, 2020. A.G.P./Alliance Global Partners
acted as the exclusive placement agent for the Offering.
The
Company 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.
Pursuant
to the Securities Purchase 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, its shares of common stock during a period
ending on until September 2, 2020.
The
Securities Purchase Agreements contain customary representations, warranties, covenants and agreements by the Company, indemnification
obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the
parties. The representations, warranties and covenants contained in the Securities Purchase Agreements were made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreements,
and may be subject to limitations agreed upon by the contracting parties.
The
Offering is being made pursuant to an effective shelf registration statement on Form S-3 that the Company filed with the Securities
and Exchange Commission (the “SEC”) on June 5, 2017 (File No. 333-218501), as amended by the Company on June 12, 2017
and declared effective by the SEC on June 14, 2017. A prospectus supplement relating to the Offering has been filed with the SEC.
The form of Securities Purchase Agreement is attached as Exhibit 10.1 hereto, and the description of the terms of the Securities
Purchase Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of The Doney Law Firm relating
to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
Neither
the disclosures on this Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer
to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Cemtrex
Inc.
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/s/
Saagar Govil
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Saagar
Govil
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Chairman,
President and Chief Executive Officer
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Date:
June 12, 2020
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