CEMTREX INC — Delisting Announcement 2021

Oct 7, 2021

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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): October 4, 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	11222
(Address
of principal executive offices)	(Zip
Code)

Registrant’s telephone number, including area code: (631) 756-9116

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 | | Series 1 Warrants | CETXW | Nasdaq Capital Market |

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CURRENT REPORT ON FORM 8-K

Cemtrex, Inc.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 4, 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 it did not comply with the audit committee composition requirements (Listing Rule, 5605(c)(4)), and no longer complies with Nasdaq’s Listing Rules for continued listing.

Following the Company’s annual meeting on September 29, 2021, the audit committee is composed of only two independent directors, and as a result, the Company has not regained compliance with the Rule within the cure period available under the Listing Rules. Accordingly, Nasdaq has initiated procedures to delist the Company’s securities from The Nasdaq Stock Market.

The Company may appeal Nasdaq’s determination. However, if the Company does not appeal this determination, the trading of its securities will be suspended at the opening of business on October 13, 2021, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

The Company is working to regain s compliance with the requirements and plans appeal the determination prior to the suspension of trading of its securities.

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 October 4, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

| /s/

Saagar Govil
Saagar
Govil
Chairman,
President and Chief Executive Officer

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