CEMTREX, INC. (NASDAQ:CETX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
ATM Offering Agreement
On January 28, 2019, Cemtrex, Inc. (the “Company”) entered into an At-the-Market Offering Agreement (the “Agreement”) with Advisory Group Equity Services, Ltd. doing business as RHK Capital (the “Manager”), to which the Manager will act as the Company’s sales agent with respect to the issuance and sale of up to $2,000,000 of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”).
Sales of the Shares, if any, through the Manager, will be made directly on The NASDAQ Capital Market, on any other existing trading market for our common stock or to or through a market maker. The Manager may also sell the Shares in privately negotiated transactions, provided that the Manager receives our prior written approval for any sales in privately negotiated transactions. The Company will pay the Manager a commission equal to 3.0% of the gross proceeds from the sale of the Shares to the Sales Agreement.
The Company or the Manager may suspend the offering of Shares upon notice and subject to other conditions. The Agreement will automatically terminate on December 31, 2019, or sooner if terminated as permitted therein.
The Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify the Manager against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Current Report.
The Shares will be sold and issued the Company’s shelf registration statement on Form S-3 (File No. 333-218501), which was declared effective by the Securities and Exchange Commission on June 14, 2017 (the “Registration Statement”), and a related prospectus supplement.
This Current Report, including the exhibits filed herewith, is not an offer to sell or the solicitation of an offer to buy the Shares or any other securities of the Company, nor shall there by any offer, solicitation or sale of the Shares or any other securities of the Company in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
A copy of the opinion of Olshan Frome Wolosky LLP relating to the legality of the Shares is filed as Exhibit 5.1 to this Current Report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
CEMTREX INC Exhibit
EX-5.1 2 ex5-1.htm Exhibit 5.1 January 28,…
To view the full exhibit click here
About CEMTREX, INC. (NASDAQ:CETX)
Cemtrex, Inc. is a diversified industrial and manufacturing company. The Company operates in a range of business segments and provides solutions to manufacturing industries. The Company provides electronic manufacturing services of electronic system assemblies, instruments and emission monitors for industrial processes, and industrial air filtration and environmental control systems. The Company, through its Electronics Manufacturing Services group, provides end-to-end electronic manufacturing services, which include product design and sustaining engineering services, systems integration, testing services and assembled electronic products. The Company, through its Environmental Products and Systems group, sells air filtration and environmental control products to a range of industrial and manufacturing industries. The Company, under the Griffin Filters brand, provides an air filtration and environmental control equipment to various industries.
