UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

 PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

CEMTREX, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   30-039914

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

19 Engineers Lane, Farmingdale, New York   11735
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered		  

Name of each exchange on which

each class is to be registered

Series 1 Warrants   The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. [X]

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. [  ]

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [  ]

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-213369

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None
Title of Class

 

 

 

   
  

 

Item 1. Description of Registrant’s Securities to Be Registered.

 

The information required by this Item is included under the captions “Description of Capital Stock” (page 38), and “Market Price of Our Common Stock and Related Stockholders Matters – Dividend Policy” (page 50) of the Prospectus included as part of the Registrant’s Registration Statement on Form S-1, Registration No. 333-213369 (“Form S-1”), which information is incorporated herein by this reference.

 

Item 2. Exhibits.

 

The following documents are included as exhibits to Form S-1, as indicated, or other public filings of the registrant, and are incorporated herein by this reference:

 

  1. Form of Series 1 Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.3 to Form S-1).

 

  2. (a)

Certificate of Incorporation (incorporated by reference from the Registrant’s Form 10-12G filed with the U.S. Securities and Exchange Commission (“SEC”) on May 22, 2008). 

       
    (b)

Certificate of Amendment of the Certificate of Incorporation dated September 29, 2006 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008).

       
    (c)

Certificate of Amendment of the Certificate of Incorporation dated March 30, 2007 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008). 

       
    (d)

Certificate of Amendment of the Certificate of Incorporation dated May 16, 2007 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008).

       
    (e)

Certificate of Amendment of the Certificate of Incorporation dated August 21, 2007 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008). 

       
    (f)

Certificate of Amendment of the Certificate of Incorporation dated April 3, 2015 (incorporated by reference from the Registrant’s Form 8-K filed with the SEC on August 22, 2016.

       
    (g)

Certificate of Designation of Series A Preferred Shares dated September 8, 2009 (incorporated by reference from the Registrant’s Form 8-K filed with the SEC on September 10, 2009).

       
    (h)

Certificate of Designation of the Series 1 Preferred Stock dated January 24, 2017 (incorporated by reference from the Registrant’s Form 8-K filed with the SEC on January 24, 2017).

       
    (i)

Bylaws (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  CEMTREX, INC.
     
Dated: February 16, 2017 By: /s/ Saagar Govil
    Saagar Govil
    Chairman, Chief Executive Officer and President

 

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EXHIBIT INDEX

 

The following documents are included as exhibits to the Registrant’s Registration Statement on Form S-1, Registration No. 333-213369, declared effective on December 12, 2016 (“Form S-1”), or other public filings of the registrant as indicated, and are incorporated herein by this reference:

 

  1. Form of Series 1 Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.3 to Form S-1).

 

  2. (a)

Certificate of Incorporation (incorporated by reference from the Registrant’s Form 10-12G filed with the U.S. Securities and Exchange Commission (“SEC”) on May 22, 2008). 

       
    (b)

Certificate of Amendment of the Certificate of Incorporation dated September 29, 2006 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008). 

       
    (c)

Certificate of Amendment of the Certificate of Incorporation dated March 30, 2007 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008). 

       
    (d)

Certificate of Amendment of the Certificate of Incorporation dated May 16, 2007 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008). 

       
    (e)

Certificate of Amendment of the Certificate of Incorporation dated August 21, 2007 (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008). 

       
    (f)

Certificate of Amendment of the Certificate of Incorporation dated April 3, 2015 (incorporated by reference from the Registrant’s Form 8-K filed with the SEC on August 22, 2016). 

       
    (g)

Certificate of Designation of Series A Preferred Shares dated September 8, 2009 (incorporated by reference from the Registrant’s Form 8-K filed with the SEC on September 10, 2009). 

       
    (h)

Certificate of Designation of the Series 1 Preferred Stock dated January 24, 2017 (incorporated by reference from the Registrant’s Form 8-K filed with the SEC on January 24, 2017). 

       
    (i) Bylaws (incorporated by reference from the Registrant’s Form 10-12G filed with the SEC on May 22, 2008).

 

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