8-K 1 form8-k.htm

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 2, 2019 (July 1, 2019)

Cemtrex Inc.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-37464 |  | 26-1265381
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

30-30 47th Avenue. Long Island City, 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 [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. [ ]

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 1, 2019, Cemtrex Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) relating to the public offering of 224,215 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $2.23 per share. After offering expenses and a 5% commission paid to the Company’s placement agent, the Company received net proceeds of approximately $467,500 from the Offering.

The Company intends to use the net proceeds from the Offering to further the development, sales and marketing of our new smart device, known as the SmartDesk, a proprietary advanced technology workspace solution, to pay indebtedness and for general corporate purposes.

The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on June 5, 2017 (File No. 333-218501), as amended by the Company on June 12, 2017 and declared effective by the SEC on June 14, 2017. A prospectus supplement relating to the Offering has been filed with the SEC. The Purchase Agreement is attached as Exhibit 10.1 hereto, and the description of the terms of the Purchase Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of The Doney Law Firm relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

Pursuant to a placement agent agreement (the “Placement Agent Agreement”) with the placement agent for the Offering (the “Placement Agent”), at the closing of the sale of the Shares the Company paid the Placement Agent, as a commission, a cash amount equal to 5% of the aggregate sales price of the Shares.

On July 1, 2019, the Company issued a press release concerning the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.

Neither the disclosures on this Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number |  | Description
1.1 |  | Placement Agent Agreement
5.1 |  | Opinion of The Doney Law Firm
10.1 |  | Form of Purchase Agreement
23.1 |  | Consent of The Doney Law Firm (included in Exhibit 5.1)
99.1 |  | Press Release dated July 1, 2019

- 2 -

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 2, 2019

- 3 -