Cemtrex Inc 8-K, filed Apr 23, 2025
Cemtrex Inc (CETX)
About this 8-K
Cemtrex Inc filed this 8-K on April 23, 2025, reporting on events of April 22, 2025.
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
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As reported on Form 8-K filed with the Securities and Exchange Commission on February 24, 2025, on February 21, 2025, 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 stockholder’s equity for the Company was below $2,500,000 as reported on our Form 10-Q for the period ended December 31, 2024, the Company no longer meets the minimum shareholder’s equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1), requiring a minimum stockholder’s equity of $2,500,000 (the “Minimum Stockholder’s Equity Requirement”).
On April 22, 2025, the Company received a letter from Nasdaq that it had been granted an extension to regain compliance with the Minimum Stockholder’s Equity Requirement.
The terms of the extension are as follows: on or before August 20, 2025, the Company must complete the submitted plan and opt for one of the two following alternatives to evidence compliance with the Rule:
Alternative 1: The Company must furnish to the SEC and Nasdaq a publicly available report (e.g., a Form 8-K) including:
| 1. | A disclosure of Staff’s deficiency letter and the specific deficiency(ies) cited; | |
| 2. | A description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement for continued listing; | |
| 3. | An affirmative statement that, as of the date of the report, the Company believes it has regained compliance with the stockholders’ equity requirement based upon the specific transaction or event referenced in Step 2; and | |
| 4. | A disclosure stating that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. |
Alternative 2: The Company must furnish to the SEC and Nasdaq a publicly available report including:
| 1. | Steps 1 & 2 set forth above; | |
| 2. | A balance sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the report date. The pro forma balance sheet must evidence compliance with the stockholders’ equity requirement; and | |
| 3. | A disclosure that the Company believes it also satisfies the stockholders’ equity requirement as of the report date and that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. |
Regardless of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its Form 10-K report for the year ending September 30, 2025, with the SEC and Nasdaq, the Company may be subject to delisting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 99.1 | Notice of Extension to Regain Compliance of a Continued Listing Rule from NASDAQ Dated April 22, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 22, 2025 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President and Chief Executive Officer | ||
Exhibit 99.1
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Sent via Electronic Delivery to: sgovil@cemtrex.com
April 22, 2025
Mr. Saagar Govil
Chief Executive Officer
Cemtrex Inc.
135 Fell Court
Hauppauge, NY 11788
| Re: | Cemtrex Inc. (the “Company”) Nasdaq Symbol: CETX |
Dear Mr. Govil:
On February 21, 2025, Staff notified the Company that it did not comply with Listing Rule 5550(b) (the “Rule”), which requires a minimum $2,500,000 stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 net income from continuing operations. Based on our further review and the materials submitted on March 31, 2025 (the “Submission”), Staff has determined to grant the Company an extension to regain compliance with the Rule, as described below.
According to the Submission, the Company is executing on a plan that it believes will enable it to regain and sustain compliance with the stockholders’ equity requirement (the “Compliance Plan”). In that regard, the Submission states that, the Company’s quarter-to-date results through February 28, 2025, have been significantly stronger than prior quarters with revenue reaching $20.6 million and an operating income of $5 million for the quarter-to-date period ending February 28, 2025. Further, the Company expects to recognize a gain on its warrants of approximately $4 million for the quarter ended March 31, 2025.
Additionally, the Submission stated that the Company has had preliminary discussions with some of its note holders to settle a portion of the $11.9 million in debt in exchange for the Company’s equity securities. Finally, the Submission stated that, if necessary, it would pursue additional equity raises, to fully address the stockholder’s equity deficiency. In that regard, the Company has entered into an engagement letter with Aegis Capital Corp for an offering of approximately $15 million.
Based on the Company’s submission, Staff has determined to grant the Company an extension of time to regain compliance with the Rule. The terms of the extension are as follows: on or before August 20, 2025, the Company must complete the Compliance Plan described above and opt for one of the two following alternatives to evidence compliance with the Rule:
Alternative 1: The Company must furnish to the SEC and Nasdaq a publicly available report (e.g., a Form 8-K or Form 6-K) including:
| 5. | A disclosure of Staff’s deficiency letter and the specific deficiency(ies) cited; | |
| 6. | A description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement for continued listing; |
Mr. Saagar Govil
April 22, 2025
Page 2
| 7. | An affirmative statement that, as of the date of the report, the Company believes it has regained compliance with the stockholders’ equity requirement based upon the specific transaction or event referenced in Step 2; and | |
| 8. | A disclosure stating that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. |
Alternative 2: The Company must furnish to the SEC and Nasdaq a publicly available report including:
| 4. | Steps 1 & 2 set forth above; | |
| 5. | A balance sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the report date. The pro forma balance sheet must evidence compliance with the stockholders’ equity requirement; and | |
| 6. | A disclosure that the Company believes it also satisfies the stockholders’ equity requirement as of the report date and that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. |
Regardless of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its Form 10-Q for the year ending September 30, 2025, with the SEC and Nasdaq, the Company may be subject to delisting. In the event the Company does not satisfy these terms, Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Hearings Panel.
If you have any questions, please contact me at + 1 202 748 4488.
Sincerely,
Rachel Scherr Director
Nasdaq Listing Qualifications