Cemtrex Inc 8-K, filed Sep 24, 2025
Cemtrex Inc (CETX)
About this 8-K
Cemtrex Inc filed this 8-K on September 24, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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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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).
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Securities registered pursuant to Section 12(b) of the Act:
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CURRENT REPORT ON FORM 8-K
Cemtrex, Inc.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Cemtrex, Inc., a Delaware corporation (the “Company”), has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-15 (the “Reverse Split”). The Reverse Split will become effective on Monday, September 29, 2025, at 12:01 a.m. Eastern Time (the “Effective Time”).
As previously disclosed, by written consent dated January 9, 2025, the Company’s stockholders approved the Reverse Split, at a specific ratio, within a fixed range, to be determined by the Board in its sole discretion.
Shares outstanding
As of the date of this filing, the Company has 11,084,809 shares of common stock outstanding.
Reason for the Reverse Split
The Company is effecting the Reverse Split in order to maintain compliance with the continued listing requirements for the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”).
By effecting the Reverse Split, the Company expects that the closing bid price of the Common Stock will increase above $1 per share. In order to regain compliance with Nasdaq Listing Rule 5550(a)(2), the closing bid price of the Company’s common stock must remain above $1 per share for a minimum of ten consecutive business days. Although no assurances can be provided, the Company further believes that Reverse Split will enable the Company to maintain its Nasdaq listing.
Effects of the Reverse Split
Effective Time; Symbol; CUSIP Number
The Reverse Split will become effective at the Effective Time and the Common Stock will begin trading on a split-adjusted basis at the open of business on September 29, 2025. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 15130G873. The trading symbol for the Company’s common stock, “CETX,” will remain unchanged.
Split Adjustment; Treatment of Fractional Shares
At the Effective Time, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Effective Time divided by 15. No fractional shares will be issued post-split. For any shareholder that held at least one (1) whole share pre-split on the Effective Date, any post-split fractional shares will be rounded up to the nearest whole share. For any shareholder that held less than one (1) share pre-split on the Effective Date, the post-split fractional shares will be rounded down. Any request related to fractional share handling may be submitted to the Company’s transfer agent, ClearTrust, LLC.
The principal effect of the Reverse Split will be that (i) the number of shares of common stock issued and outstanding will be reduced to one-fifteenth that amount, and (ii) all outstanding options and warrants (other than the Adjustable Warrants defined below) entitling the holders thereof to purchase shares of common stock will enable such holders to purchase, upon exercise of their options or warrants, one-fifteenth of the number of shares of common stock which such holders would have been able to purchase upon exercise of their options or warrants, immediately preceding the Reverse Split at an exercise price equal to 15 times the exercise price specified before the Reverse Split, resulting in essentially the same aggregate price being required to be paid therefor upon exercise thereof immediately preceding the Reverse Split. Other awards under our 2020 Equity Compensation Plan would be subject to proportionate adjustments.
| 2 |
We have outstanding Adjustable Warrants to purchase 15,412,956 shares of common stock at an exercise price of $0.5737 per share (the “Adjustable Warrants”) that provide that upon the completion of the Reverse Split the exercise price of warrants will be reduced to the lowest daily volume weighted average price during the five consecutive trading days prior to the date of such Reverse Split and the five consecutive trading days after the date of such Reverse Split, and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the date of issuance. This provision will result in the post-split exercise price of the Adjustable Warrants being reduced and the number of shares of common stock underlying the Adjustable Warrants being significantly increased.
Delaware State Filing
On September 24, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware, pursuant to which, effective at 12:01 a.m. Eastern Time on September 29, 2025, the Reverse Split will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 3.1 | Certificate of Amendment, dated September 24, 2025 |
| 3 |
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: September 24, 2025 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President, and Chief Executive Officer | ||
| 4 |
Exhibit 3.1
FORM OF CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF CEMTREX, INC.
| 1. | Name of corporation: |
Cemtrex, Inc.
| 2. | The articles have been amended as follows (provide article numbers, if available): |
Fourth Article:
Effective at 12:01 a.m. on September 29, 2025 (the “Effective Time”), every fifteen (15) shares of common stock issued and outstanding immediately prior to the Effective Time (“Old Common Stock”) shall automatically be combined, without any action on the part of the holder thereof, into one (1) validly issued, fully paid and non-assessable share of common stock (“New Common Stock”), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of common stock shall be issued in connection with the Reverse Stock Split. No stockholder of the Corporation shall transfer any fractional shares of common stock. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of common stock. No certificates representing fractional shares of New Common Stock will be issued in connection with the Reverse Stock Split. Holders prior to the Reverse Stock Split who have held at least (1) one whole share of common stock and who otherwise would be entitled to receive fractional share interests of New Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of New Common Stock to round up to the next whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. On the other hand, holders prior to the Reverse Stock Split who have held less than one (1) whole share of common stock shall not be entitled to receive an additional fraction of a share and will be automatically rounded down. Each certificate that immediately prior to the Effective Time represented shares of Old Common Stock (“Old Certificates”), shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by the Old Certificate shall have been combined.
| 3. | The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 20 shares of common stock, 50,000 shares Series C Preferred Stock and 153,153 shares of Series 1 Preferred Stock, voting as a single class, for 73.62% of the voting capital of the Corporation. |
| 4. | Effective date of filing (optional): to be effective at 12:01 a.m. on September 29, 2025 |
| 5. | Officer Signature (Required): |
| /s/ Saagar Govil | |
| Saagar Govil, Chairman, President and Executive Officer |