Cemtrex Inc 8-K, filed Feb 26, 2021
Cemtrex Inc (CETX)
About this 8-K
Cemtrex Inc filed this 8-K on February 26, 2021, reporting on events of February 24, 2021.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 24, 2021
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 |
11101 | |
| (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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 24, 2021, Cemtrex, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed its Form 10-Q for the period ended December 31, 2020, the Company no longer complies with Nasdaq’s Listing Rules for continued listing.
The notification letter also disclosed that Nasdaq may provide the Company a cure period in order to regain compliance as follows:
| ● | 60 calendar days to submit a plan to regain compliance and; | |
| ● | if the plan is accepted your plan, will be granted an exception of up to 180 calendar days from the Filing’s due date, or until August 23, 2021, to regain compliance. |
The Company intends to submit a plan to regain compliance with Nasdaq within 60 calendar days as required. If Nasdaq accepts the Company’s plan, it may grant an exception of up to 180 calendar days from the due date of the Company’s Form 10-Q, or until August 23, 2021, to regain compliance. The Company believes that it will be able to file its Form 10-Q for the period ended December 31, 2020 prior to the expiration of the stated cure period should Nasdaq accept the Company’s plan.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 99.1 | Notice of Failure to Satisfy a Continued Listing Rule from NASDAQ Dated February 24, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEMTREX, INC. | ||
| Date: February 26, 2021 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President and Chief Executive Officer | ||
EXHIBIT 99.1
 |
 |
By Electronic Delivery to: sgovil@cemtrex.com
February 24, 2021
Mr. Saagar Govil
Chairman of the Board, CEO, President & Secretary Cemtrex Inc.
276 Greenpoint Ave, Bld 8, Ste 208
Brooklyn, NY 11222
| Re: | Cemtrex Inc. (the “Company”) Nasdaq Symbol: CETX |
Dear Mr. Govil:
I am following up on our recent telephone conversation in which I explained that since your Company has not yet filed its Form 10-Q for the period ended December 31, 2020 (the “Filing”), it no longer complies with our Listing Rules (the “Rules”) for continued listing.1 Under our Rules the Company now has 60 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 calendar days from the Filing’s due date, or until August 23, 2021, to regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an exception.
In determining whether to accept your plan, we will consider such things as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late Filing, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures. Please note that any subsequent periodic filing that is due within the 180 day exception period must be filed no later than the end of the period. Therefore, it would be helpful if your plan addresses each of these points. 2
Please email your plan to me at rachel.scherr@nasdaq.com no later than April 26, 2021. After we review the plan, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.3
1 Listing Rule 5250(c)(1). For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
2 For additional information with respect to compliance plans please see attached “Nasdaq Online Resources” when preparing your plan of compliance. This attachment includes links to the Frequently Asked Questions section relating to continued listing.
3 See Listing Rule 5815(a).
Our Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of this letter, make a public announcement by issuing a press release disclosing receipt of this letter. The announcement must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.4 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.5 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.6
In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.
If you have any questions, please do not hesitate to contact me, at +1 301 978 8072.
Sincerely,
 |
Rachel Scherr
Listing Analyst
Nasdaq Listing Qualifications
Enclosures
4 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
5 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.
6 Listing IM-5810-1.
NASDAQ ONLINE RESOURCES
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To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
| ● | Board Composition and Committee Requirements | |
| ● | Governance Clearinghouse | |
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| ● | How to Transfer to Nasdaq Capital Market | |
| ● | Information about Application of Shareholder Approval Rules | |
| ● | Initial Listing Process | |
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| ● | Listing of Additional Shares Process | |
| ● | MarketWatch Electronic Disclosure Submissions | |
| ● | Nasdaq Listing Rules: Initial and Continued Listing | |
| ● | Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |