UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 4
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 4, 2016 (June 7, 2016)
Commission File Number: 001-37464
Cemtrex
Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
30-0399914
(IRS Employer Identification No.)
19
Engineers Lane, Farmingdale, New York 11735
(Address of principal executive offices)
(631)
756-9116
(Registrant’s Telephone number)
Not
Applicable
(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 (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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)) |
Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K of Cemtrex, Inc. (the “Company”) filed with the Securities and Exchange Commission on June 7, 2016 (the “Original Report”) related to the completion of the Company’s acquisition of Periscope GmbH (Periscope).
Item 9.01, Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. The unaudited financial statements for the three month period ended March 31, 2016 and the audited financial statements for the twelve month period ended December 31, 2015 and for the period April 1, 2014 through December 31, 2014 are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
(b) Pro Forma Financial Information. The unaudited pro forma combined balance sheet as of March 31, 2016 and unaudited pro forma combined statements of operations for the twelve months ended September 30, 2015 and for the three months ended March 31, 2016, in each case giving effect to the acquisition of Periscope GmbHas if it had occurred in the beginning of each respective period, is attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 10.1 | Asset Purchase agreement between Periscope GmbH and ROB Centrex Assets UG, ROB Cemtrex Automotive GmbH, and ROB Cemtrex Logistics GmbH | |
| 99.1 | Unaudited Financial Statements listed in Item 9.01(a). | |
| 99.2 | Audited Financial Statements listed in Item 9.01(a). | |
| 99.3 | Unaudited Pro Forma Combined Financial Information listed in Item 9.01(b). |
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: November 4, 2016 | ||
| By: | /s/ Saagar Govil | |
| Name: | Saagar Govil | |
| Title: | CEO | |