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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): August 22, 2023
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.) |
135
Fell Court
Hauppauge,
NY |
|
11788 |
(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 |
SECTION
8 – OTHER EVENTS
Item
8.01. Other Events.
On
August 22, 2023, the Board of Directors (the “Board”) of Cemtrex, Inc. authorized and approved a share repurchase program
for up to 2,200,000 shares of the currently outstanding shares of the Company’s Series 1 Preferred Stock over a period of 3 years,
starting on September 1, 2023, and ending on August 31, 2026. Under the stock repurchase program, the Company intends to repurchase shares
through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal
securities laws, including Rule 10b-18 of the Exchange Act.
The
Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan
that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented
from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the
Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume
and timing constraints, would have authority to purchase the Company’s Series 1 Preferred Stock in accordance with the terms of
the plan. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its Series 1 Preferred
Stock pursuant to its share repurchase program.
The
Company cannot predict when or if it will repurchase any shares of Series 1 Preferred Stock as such stock repurchase program will depend
on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions,
and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports
on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This
report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases
by the Company of its Series 1 Preferred Stock pursuant to any Rule 10b5-1 trading plans. By their nature, forward-looking information
and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the
Company’s Series 1 Preferred Stock; adverse developments affecting either or both of prices and trading of exchange-traded securities,
including securities quoted on the OTC Market ; and unexpected or otherwise unplanned or alternative requirements with respect to
the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information, including
those contained in this report.
On
August 23, 2023, we issued a press release concerning the repurchase program. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
The
information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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 |
|
Chief
Executive Officer |
|
|
|
Date
August 23, 2023 |
EXHIBIT
99.1
Cemtrex
Announces Share Repurchase Program for Series 1 Preferred
Brooklyn,
NY – August 23, 2023 – Cemtrex
Inc. (Nasdaq: CETX, CETXP), an advanced security technology and industrial services company, announced today that
its Board of Directors has authorized a share repurchase program under which the Company may repurchase up 2,300,000 shares of
its outstanding Series 1 Preferred Stock from time-to-time commencing September 1, 2023 and ending on August 31, 2026, subject
to market conditions.
“Cemtrex’s
Board of Directors and management team believe that the market currently undervalues our business,” commented Saagar Govil, CEO
of Cemtrex. “The share repurchase program provides us with flexibility to repurchase the preferred stock over time if market
conditions persist.”
Under
the share repurchase program, the Company may periodically repurchase its preferred stock through open market transactions, privately
negotiated transactions, block trades or any combination thereof in compliance with applicable securities laws and the Company’s
insider trading policy. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including,
but not limited to, price, trading volume, and general market conditions, along with Cemtrex’s working capital requirements and
general business conditions. The share repurchase program does not obligate the Company to acquire any specific number of shares in any
period, and may be expanded, extended, modified or discontinued at any time.
About
Cemtrex
Cemtrex
Inc. (CETX) is a company that owns two operating subsidiaries: Vicon Industries Inc and Advanced Industrial Services Inc.
Vicon
Industries, a subsidiary of Cemtrex Inc., is
a global leader in advanced security and surveillance technology to safeguard businesses, schools, municipalities, hospitals
and cities. Since 1967, Vicon delivers mission-critical security surveillance systems, specializing in engineering complete security
solutions that simplify deployment, operation and ongoing maintenance. Vicon provides security solutions for some of the largest
municipalities and businesses in the U.S. and around the world, offering a wide range of cutting-edge and compliant security technologies,
from AI-driven video analytics to fully integrated access control solutions. For more information visit www.vicon-security.com
AIS
– Advanced Industrial Services, a subsidiary of Cemtrex, Inc., is a premier provider of industrial contracting services including
millwrighting, rigging, piping, electrical, welding. AIS Installs high precision equipment in a wide variety of industrial markets including
automotive, printing & graphics, industrial automation, packaging, and chemicals. AIS owns and operates a modern fleet of custom
designed specialty equipment to assure safe and quick installation of your production equipment. Our talented staff participates in recurring
instructional training, provided to ensure that the most current industry methods are being utilized to provide an efficient and safe
working environment. For more information visit www.ais-york.com
For
more information visit www.cemtrex.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements relating to the closing of the offering, gross proceeds from the offering, our new product offerings, expected
use of proceeds, or any proposed fundraising activities. These forward-looking statements are based on management’s current
expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those
set forth in or implied by such forward looking statements. Statements made herein are as of the date of this press release and should
not be relied upon as of any subsequent date. These risks and uncertainties are discussed under the heading “Risk Factors”
contained in our Form 10-K filed with the Securities and Exchange Commission. All information in this press release is as of the date
of the release and we undertake no duty to update this information unless required by law.
Investor
Relations
Chris
Tyson
Executive
Vice President – MZ North America
Direct:
949-491-8235
CETX@mzgroup.us
www.mzgroup.us
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Cemtrex (NASDAQ:CETXP)
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Cemtrex (NASDAQ:CETXP)
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