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 23, 2016, Cemtrex, Inc. (the Company) entered into a
dealer-manager agreement with Source Capital Group, Inc. (Source
Capital) to which Source Capital will act as exclusive
dealer-manager for a subscription rights offering (the Rights
Offering) by the Company. to the Rights Offering, the Company
expects to distribute to holders of record of its common stock
one subscription right for every two shares of common stock owned
as of the record date of December 23, 2016, plus one additional
subscription right for any balance of one share held. In the
Rights Offering, the Company plans to offer up to an aggregate of
1,500,000 units, each consisting of one share of series 1
preferred stock, paying cumulative dividends at the rate of 10%
of the purchase price per year, and two five-year series 1
warrants, upon the exercise of subscription rights at $10.00 per
unit, all as set forth in a final prospectus contained in the
Companys registration statement on Form S-1 declared effective by
the U.S. Securities and Exchange Commission on December 12, 2016
(the Prospectus).

Under the terms and subject to the conditions contained in the
dealer-manager agreement, Source Capital will provide marketing
assistance and advice to the Company in connection with the
Rights Offering. The Company has agreed to pay Source Capital a
cash fee equal to 8% of the dollar amount received by the Company
from any cash exercise of the subscription rights issued in the
Rights Offering, as a 6% commission and a 1.8% non-accountable
expense fee, as well as an out-of-pocket accountable expense
allowance of 0.2%. The Company has also agreed to indemnify
Source Capital and its affiliates against certain liabilities
arising under the Securities Act of 1933, as amended. Source
Capital will not underwrite any of the securities to be issued in
the rights offering and does not make any recommendation with
respect to such securities.

A copy of the dealer-manager agreement between the Company and
Source Capital is attached as Exhibit 10.1 and incorporated
herein by reference. The foregoing description of the
dealer-manager agreement is not complete and is qualified in its
entirety by reference to Exhibit 10.1.

Item 7.01 Regulation FD Disclosure.

On December 27, 2016, the Company issued a press release
announcing the commencement of the rights offering on December
23, 2016 and the determination of the exercise price per share of
the series 1 warrants. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the
information contained in Exhibit 99.1 furnished as an exhibit
hereto shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, is not subject
to the liabilities of that section, and shall not be deemed
incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such filing or document.

Item 8.01 Other Events.

The exercise price of the Companys series 1 warrants has been set
at $6.31 per share, representing 115% of the five-day volume
weighted average price per share of the Companys common stock
prior to and including the rights offering record date of
December 23, 2016.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Certain statements contained in this Form 8-K, including all
statements other than statements of historical fact, may
constitute forward-looking statements. In addition to the
uncertainty of all forward-looking information, there are
specific risks identified in the Prospectus that the Company
faces that could cause actual results to be materially different
from those that may be set forth in forward-looking statements
made by the Company. There also may be additional risks that the
Company does not presently know or that it currently believes are
immaterial that could also impair its business and results of
operations. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their
dates. Except as required by federal securities laws, the Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.