SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Cemtrex, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 |
| (Title of Class of Securities) |
| 15130G 709 |
| (CUSIP Number) |
| May 1, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 15130G 709 | 13G | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS | ||
| S.H.N. Financial Investments Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP | ||
|
(a) ☐ | |||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Israel | |||
| 5 | SOLE VOTING POWER | ||
| 1,280,886 (1)(2)(3) | |||
| NUMBER OF | 6 | SHARED VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 0 | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH REPORTING | |||
| PERSON WITH | 1,280,886 (1)(2)(3) | ||
| 8 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 1,280,886 (1)(2)(3) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||
|
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 9.99% (3) | |||
| 12 | TYPE OF REPORTING PERSON | ||
|
OO (4) | |||
| (1) | Represents 160,000 shares of the Issuer’s Common Stock and 1,120,886 pre-funded warrants exercised for an equal number of shares of Common Stock. The pre-funded warrants were subject to a 9.99% beneficial ownership limitation. The Reporting Person sold all Common Stock after May 1, 2024. |
| (2) | Does not include 829,114 pre-funded warrants, which are subject to a 9.99% beneficial ownership limitation. Also does not include 2,110,000 Series A Warrants and 2,110,000 Series B Warrants, both of which are subject to a 9.99% beneficial ownership limitation. None of the numbers in this Schedule 13G give effect to increased numbers of shares issuable under the Series A and Series B Warrants since no meeting of the stockholders to consider the Warrant Stockholder Approval is likely to occur within 60 days of May 1, 2024 and the beneficial ownership limitations will apply in any event. |
| (3) | Based upon 12,821,686 shares of Common Stock outstanding based on the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on May 3, 2024. To the extent that due to the sale of pre-funded warrants the number of outstanding shares was less, the actual number of shares in lines 5, 7 and 9 would have been less since at all times the Reporting Person could not exceed the 9.99% beneficial ownership limitation. |
| (4) | The Reporting Person has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b). |
| CUSIP No. 15130G 709 | 13G | Page 3 of 5 Pages |
Item 1. Security and Issuer.
| (a) | Name of Issuer: |
Cemtrex, Inc.
|
(b) |
Address of Issuer: |
135 Fell Court
Hauppauge, NY 11788
Item 2. Identity and Background.
| (a) | Name of Person Filing: |
| S.H.N. Financial Investments Ltd. | |
| (b) | Address of Principal Business Office or, if none, Residence: |
|
Herzliya Hills Arik Einstein 3, Israel, 4610301 | |
| (c) | Citizenship or Place of Organization: |
| Israel | |
| (d) | Title of Class of Securities: |
| Common Stock, par value $0.001 per share. | |
| (e) | CUSIP Number: |
| 15130G 709 |
Item 3.
Not applicable.
| CUSIP No. 15130G 709 | 13G | Page 4 of 5 Pages |
Item 4. Ownership.
| (a) | The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover page and is incorporated herein by reference. |
| (b) | The percentage set forth on Row (11) of the cover page for the reporting person is based upon 12,821,686 shares of Common Stock outstanding based on the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on May 3, 2024. |
| (c) | Nir Shamir is the Chief Executive Officer of SHN. As such, SHN and Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes. |
| Item 5. |
Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐ |
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. |
Certifications.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 15130G 709 | 13G | Page 5 of 5 Pages | ||
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| By: | S.H.N. Financial Investments Ltd. | |
| May 13, 2024 | By: | /s/ Nir Shamir |
| Nir Shamir, Chief Executive Officer | ||