CEMTREX, INC. (NASDAQ:CETX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Rights Offering
On November 26, 2018, Cemtrex, Inc. (the “Company”) commenced a rights offering to its stockholders (“Rights Offering”). to the Rights Offering, the Company has distributed, at no charge to holders of record of the Company’s common stock and series 1 warrants as of November 19, 2018 (the “Record Date”), non-transferable subscription rights to purchase up to an aggregate of $2,700,000 worth of shares of common stock, at a purchase price equal to the lesser of (i) $1.06 per share (in which case 2,547,170 shares may be sold), or (ii) 95% of the volume weighted average price of the Company’s common stock for the five trading day period through and including December 19, 2018, which is the initial expiration date of the Rights Offering, all as set forth in the Prospectus Supplement filed on November 21, 2018 with the Securities and Exchange Commission (the “Prospectus Supplement”). Each stockholder of record on the Record Date received one right for each one share of common stock held by the stockholder, and each series 1 warrant holder of record on the Record Date received one right for every ten shares for which their warrant is exercisable. Each right entitles the holder to purchase one share of the Company’s common stock, subject to proration. In connection with the Rights Offering, the Company entered into a Dealer-Manager Agreement (the “Agreement”) with Advisory Group Equity Services, Ltd. doing business as RHK Capital (“RHK”).
Dealer-Manager Agreement
to the Agreement, the Company engaged RHK as the exclusive dealer-manager in connection with the Rights Offering. Under the terms and subject to the conditions contained in the Agreement, RHK will provide marketing assistance and advice in connection with Rights Offering, respond to requests for information and materials relating to the Rights Offering in coordination with the information agent and, in accordance with customary practice, solicit the exercise of the subscription rights and subscriptions for the Rights Offering and enter into selected dealer agreements with other registered broker-dealers in connection with the Rights Offering. As compensation for its dealer-manager services, the Company will pay to RHK a cash fee of 6.0% of the proceeds of the Rights Offering, plus a 1.8% non-accountable expense fee and an out-of-pocket accountable expense allowance of 0.2% of the proceeds of the Rights Offering.
The sale by the Company of the shares in the Rights Offering and the Agreement in general is subject to customary closing conditions, including the absence of any material adverse effect on the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company.
to the Agreement, the Company has also agreed to indemnify RHK and its affiliates against certain liabilities arising under the Securities Act of 1933, as amended. RHK will not underwrite and is not otherwise obligated to purchase any of the securities to be issued in the Rights Offering and does not make any recommendation with respect to such securities.
If all of the shares are sold, the Company expects the net proceeds from the Rights Offering to be approximately $2,420,000, after deducting dealer-manager commissions, fees and estimated offering expenses.
A copy of the Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
CEMTREX INC ExhibitEX-4.1 2 ex4-1.htm EXHIBIT 4.1 Rights Certificate No.: _________ Number of Rights: ________ FORM OF SUBSCRIPTION RIGHTS CERTIFICATE THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE CEMTREX,…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.