Cemtrex Inc 8-K, filed Jan 11, 2021
Cemtrex Inc (CETX)
About this 8-K
Cemtrex Inc filed this 8-K on January 11, 2021, reporting on events of January 6, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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): January 6, 2021
CEMTREX, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-37464 | 30-0399914 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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
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 (17 CFR 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 |
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 [X]
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. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 6, 2021, Priscilla Popov was dismissed from her position as Chief Financial Officer (“CFO”) at Cemtrex.
On January 6, 2021, Christopher C. Moore was appointed Cemtrex’s Chief Financial Officer where he is responsible for the Company’s financial planning, accounting, tax, and business process functions. Prior to joining Cemtrex, Chris was the Senior Director of Strategic Finance and Analytics at Movable Ink. Chris has over a decade of experience in finance analytics and accounting. During his career, Chris has worked as a strategic leader with a number of public and private technology companies, holding responsibility for improving business operations, financial planning, analytics, equity management, investor relations, and compliance. Prior to joining Cemtrex, he held finance and accounting leadership positions at Shoretel, Smartling, mparticle, and Clarifai. Chris is a CFA Charterholder, holds a BA from the University of Miami, and received his MBA from Yale University School of Management.
Aside from that provided above, Mr. Moore does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
There are no family relationships between Mr. Moore and any of our directors or executive officers.
Aside from the following, Mr. Moore has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
We provided Mr. Moore with an offer letter explaining his compensation structure. Mr. Moore will have a salary of $195,000 annually, with an annual increase of 3% on each anniversary of continued employment. He is entitled to two semiannual bonus awards of 10% of his base salary to be defined my mutual agreement prior to each six-month interval. We have issued to Mr. Moore a stock option for 150,000 shares of our common stock at an exercise price based on the average closing price of the 5 preceding trading days prior to the start date set for January 4, 2021. This option will vest 1/4th or 37,500 shares each year on the anniversary date of the start date and will be subject to our standard terms and conditions under federal securities and employment laws. Mr. Moore is also entitled to three weeks paid vacation and automatic enrollment in our health care plan.
The first three months of Mr. Moore’s employment will be an introductory period as is standard per company policy. At all times, including during and after completion of the introductory period (whether or not the introductory period is completed to the full satisfaction of the company), employment with the company is considered to be at-will, and employment may be terminated at any time for any lawful reason by either party.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Offer Letter, dated December 24, 2020, by and between Cemtrex, Inc. and Christopher C. Moore |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEMTREX, INC. | ||
| Date: January 8, 2021 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President and Chief Executive Officer | ||
Exhibit 10.1
276 Greenpoint Ave, Ste 209, Brooklyn NY 11222, USA
Tel: (631) 756-9116
E-mail: info@cemtrex.com - www.cemtrex.com
December 24, 2020
Attn: Mr. Christopher Moore
Re: Employment Offer at Cemtrex Inc.
Dear Chris,
In accordance with our recent discussions, we are pleased to offer you a fulltime employment position here at Cemtrex Inc., as our Chief Financial Officer. The following employment at will is agreed, effective your first date of employment, January 6, 2020, the Start Date; however, subject to authorization to work in the United States. An acceptable background investigation may also be required.
| 1. | Your position shall be full-time as a Chief Financial Officer of Cemtrex primarily located in our office in Brooklyn, NY. The position reports directly to Saagar Govil, CEO of Cemtrex. |
| 2. | You have been classified in an exempt category with a starting base compensation of $195,000 per year. Your base salary will increase annually by 3% on each anniversary of your employment. |
| 3. | You are entitled to two, semiannual bonus awards of 10% of your base salary (annually 20%), consistent with your performance towards the achievement of the Company’s Goals and Objectives, to be defined in mutual agreement prior to each 6-month interval. |
| 4. | You will receive a stock option for 150,000 common shares of Cemtrex at an exercise price based on the average closing price of the 5 preceding trading days prior to the Start Date. These options will vest 1/4th or 37,500 shares each year on the anniversary date of the Start Date and will be subject to the Company’s standard terms and conditions under federal securities and employment laws. The details of the option agreement will be outlined in a separate agreement from this one. |
| 5. | You will receive 1/26th of your salary on biweekly basis, less taxes and deductions. Our working hours are 8:30 AM to 5:00 pm Monday through Friday, however most personnel generally work longer hours. You will be eligible for all normal Company benefits as per the Company guidelines. |
| 6. | You will be entitled to three weeks of vacation per year subject to the guidelines regarding Company vacation policies. The waiting period to enroll in the Company’s health care plan will be waived. |
| 7. | Your primary duties are listed on the accompanied job description. |
In the event you are required to take a job-related course, your continued employment is contingent upon successful completion of said course. Other conditions of employment are contained in the Cemtrex’s Employee Manual and any corresponding amendments, which may be part of this agreement letter.
Please confirm acceptance of this offer of employment at will, planned start date, and Employee Manual by signing and returning the enclosed copy, as well as the Employee Manual acknowledgment form to myself within one week of receipt, to ensure on-time processing of payroll and benefits. The first three (3) months of your employment will be your introductory period as is standard per Company policy. At all times, including during and after completion of the introductory period (whether or not the introductory period is completed to the full satisfaction of the Company), employment with the Company is considered to be at-will, and employment may be terminated at any time for any lawful reason by either party.
I am very enthusiastic about having you join our Company. I am confident that with your experience and skillset, you can help Cemtrex reach new heights. I believe this position will provide you with the challenge you seek and a rewarding long-term career environment where you can grow.
Very truly yours,
| /s/ Saagar Govil | |
| Saagar Govil | |
| CEO | |
| Cemtrex Inc |