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): February 8, 2021
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.) |
276 Greenpoint Ave Bld. 8 Suite 208 Brooklyn, 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. [X]
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 |
CURRENT REPORT ON FORM 8-K
Cemtrex, Inc.
February 10, 2021
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 8, 2021, Cemtrex, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because of the resignation of Raju Panjwani from the Company’s board and audit committee, effective January 25, 2021, the Company no longer complies with Nasdaq’s audit committee requirements as set forth in Listing Rule 5605.
The notification letter also disclosed that Nasdaq will provide the Company a cure period in order to regain compliance as follows:
| ● | until the earlier of the Company’s next annual shareholders’ meeting or January 25, 2022; or | |
| ● | if the next annual shareholders’ meeting is held before July 26, 2021, then the Company must evidence compliance no later than July 26, 2021. |
The Company intends to have a replacement for Mr. Panjwani’s seat on the board and the audit committee prior to the expiration of the cure period.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 99.1 | Notice of Failure to Satisfy a Continued Listing Rule from NASDAQ Dated February 8, 2021 |
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: February 11, 2021 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President and Chief Executive Officer | ||