Current Report Filing (8-k)
July 21 2020 - 8:40AM
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): July 17, 2020
Cemtrex
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-37464
|
|
30-0399914
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
276
Greenpoint Ave Bld. 8 Suite 208
Brooklyn,
NY
|
|
11222
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (631) 756-9116
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
symbol
|
|
Name
of each exchange on which registered
|
Common
Stock
|
|
CETX
|
|
Nasdaq
Capital Market
|
Series
1 Preferred Stock
|
|
CETXP
|
|
Nasdaq
Capital Market
|
Series
1 Warrants
|
|
CETXW
|
|
Nasdaq
Capital Market
|
Item
1.01
|
Entry
into a Material Definitive Agreement
|
On
July 17, 2020, Cemtrex, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with
A.G.P./Alliance Global Partners (“A.G.P,”), as sales agent, pursuant to which the Company may offer and sell, from
time to time, through A.G.P. shares of its common stock, par value $0.001 per share (the “Common Stock”).
The
Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement,
A.G.P. will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal
law, rules and regulations and the rules of The Nasdaq Capital Market (“Nasdaq”) to sell shares from time to time
based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery
of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales
Agreement generally, A.G.P. may sell the Common Stock by any method permitted by law deemed to be an “at the market offering”
as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. A.G.P.’s obligations to sell shares
under the Sales Agreement are subject to satisfaction of certain conditions, including the effectiveness of the registration statement
on Form S-3 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the
“SEC”) on July 17, 2020 and other customary closing conditions. The Company will pay A.G.P. a commission of 3.5% of
the aggregate gross proceeds from each sale of shares and has agreed to provide A.G.P. with customary indemnification and contribution
rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses.
Shares
of Common Stock will be offered and sold pursuant to the Company’s registration statement on Form S-3,filed with the
SEC on the date hereof (the “Registration Statement”) and the base prospectus and prospectus supplement related
to the Sales Agreement that forms a part of such Registration Statement, following such time as the Registration Statement is
declared effective by the SEC, for an aggregate offering price of up to $20.0 million.
The
foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Sales Agreement, which is attached as an exhibit to the Registration Statement and incorporated by reference
into this Item 1.01.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales
Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
Item
9.01.
|
Financial
Statements and 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.
|
|
|
|
/s/
Saagar Govil
|
|
Saagar
Govil
|
|
Chairman,
President and Chief Executive Officer
|
|
|
|
Date:
July 21, 2020
|
|
Cemtrex (NASDAQ:CETX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cemtrex (NASDAQ:CETX)
Historical Stock Chart
From Apr 2023 to Apr 2024