Cemtrex Inc. (NASDAQ:CETX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 9, 2020, Cemtrex Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) relating to the public offering of an aggregate of 2,402,923 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to institutional investors. The Offering price of the Shares was $2.24 per share. After paying Offering fees and expenses, the Company received net proceeds of approximately $5 million from the Offering. The Offering closed on June 12, 2020. A.G.P./Alliance Global Partners acted as the exclusive placement agent for the Offering.
The Company intends to use the proceeds for general corporate purposes, including accelerating its technology development, sales, and marketing activities in key growth segments including Internet of Things (IoT), Augmented and Virtual Reality (AR & VR), and Artificial Intelligence and Computer Vision (AI & CV) in security applications. Additionally, the proceeds will strategically position the Company for attractive acquisition opportunities that may be available due to the current economic environment.
to the Securities Purchase Agreements, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, its shares of common stock during a period ending on until September 2, 2020.
The Securities Purchase Agreements contain customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Securities Purchase Agreements were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreements, and may be subject to limitations agreed upon by the contracting parties.
The Offering is being made to an effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on June 5, 2017 (File No. 333-218501), as amended by the Company on June 12, 2017 and declared effective by the SEC on June 14, 2017. A prospectus supplement relating to the Offering has been filed with the SEC. The form of Securities Purchase Agreement is attached as Exhibit 10.1 hereto, and the description of the terms of the Securities Purchase Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of The Doney Law Firm relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
Neither the disclosures on this Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 5.1 | Opinion of The Doney Law Firm |
| 10.1 | Form of Securities Purchase Agreement |
| 23.1 | Consent of The Doney Law Firm (included in Exhibit 5.1) |
CEMTREX INC Exhibit
EX-5.1 3 ex5-1.htm Exhibit 5.1 June 12,…
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.
