Cemtrex Inc. (NASDAQ:CETX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December 4, 2019, Cemtrex Inc. (the “Company”) entered into a Subscription Agreement relating to the public offering of 338,393 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 an accredited investor. The Offering price of the Shares was $1.12 per share. After offering expenses and a 5% commission paid to the Company’s placement agent, the Company received net proceeds of approximately $352,550 from the Offering.
The Company intends to use the net proceeds from the Offering to further the development, sales and marketing of our new smart device, known as the SmartDesk, a proprietary advanced technology workspace solution, to pay indebtedness and for general corporate purposes.
The Subscription Agreement contains 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 Subscription Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Subscription Agreement, 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 Subscription Agreement is attached as Exhibit 10.1 hereto, and the description of the terms of the Subscription 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.
to a placement agent agreement (the “Placement Agent Agreement”) with the placement agent for the Offering (the “Placement Agent”), at the closing of the sale of the Shares the Company paid the Placement Agent, as a commission, a cash amount equal to 5% of the aggregate sales price of the Shares.
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.
| 1.1 | Placement Agent Agreement(1) |
| 5.1 | Opinion of The Doney Law Firm |
| 10.1 | Form of Subscription Agreement |
| 23.1 | Consent of The Doney Law Firm (included in Exhibit 5.1) |
| (1) | Incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2019. |
CEMTREX INC Exhibit
EX-5.1 3 ex5-1.htm Exhibit 5.1 December 5,…
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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.
