UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3/A
Amendment
No. 1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CEMTREX,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
30-0399914 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
135
Fell Court
Hauppauge,
NY 11788
(631)
756-9116
(Address,
including zip code and telephone number, including area code, of registrant’s principal executive offices)
The
Corporation Trust Company
Corporation
Trust Center
1209
Orange St.
Wilmington,
DE 19801
(302)
658-7581 (Tel.)
(Name,
address, including zip code and telephone number, including area code, of agent for service)
Copies
to:
The Doney Law Firm
Scott Doney, Esq.
4955 S. Durango Dr. Ste. 165
Las Vegas, NV 89103
(702) 982-5686 (Tel.)
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, or the Securities Act, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment filed thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JANUARY 10, 2025
PROSPECTUS
Cemtrex,
Inc.
$50,000,000
Common
Stock, Preferred Stock, Warrants, Debt Securities, Units
This
prospectus provides a general description of the securities we may offer from time to time and the general manner in which they may be
offered. The aggregate initial offering price of all securities we sell in the primary offering under this prospectus will not exceed
$50,000,000 but may be further limited in any 12-month period by the amount we are eligible to sell under General Instruction I.B.6 of
Form S-3, pertaining to primary offerings by certain registrants, which includes our Company. As of January 8, 2025, the aggregate
market value of our outstanding voting and nonvoting common equity held by non-affiliates was $5,656,906, based on 1,784,513
shares outstanding held by non-affiliates, and a price per share of $3.17 based on the closing sale price of our common stock
on that date. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities covered hereby in a public primary
offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below
$75.0 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities
under this Registration Statement pursuant to General Instruction I.B.6 of Form S-3. The specific terms of any securities to be offered,
and any other information relating to a specific offering including the specific manner in which the securities may be offered, will
be set forth in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully
before you invest in our securities. No person may use this prospectus to offer and sell our securities unless a prospectus supplement
accompanies this prospectus.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “CETX.” On January 8, 2025, the last reported
sale price for our common stock on the Nasdaq Capital Market was $3.17 per share. Our Series 1 Preferred Stock is quoted on the
OTC Markets under the symbol “CETXP.” On January 8, 2025, the last reported sales price for our Series 1 Preferred
Stock was $0.128 per share.
We
will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common
stock on any securities exchange.
We
may offer and sell securities directly to investors, through agents designated from time to time or to or through underwriters or dealers.
For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this
prospectus. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered,
the names of the underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to
the public of the securities and the net proceeds we expect to receive from the sale will also be set forth in a prospectus supplement.
Investing
in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page 3 of this prospectus as well
as any other risk factors and other information contained in any other document that is incorporated by reference herein.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is January 10, 2025
TABLE
OF CONTENTS
PROSPECTUS
SUMMARY
This
summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our
filings with the Securities and Exchange Commission, or the SEC, as described later in the prospectus. Because it is only a summary,
it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety
by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus, including the information
incorporated by reference in this prospectus. You should read the entire prospectus and the information incorporated by reference herein
carefully, including the information discussed under “Risk Factors” in this prospectus and our financial statements and related
notes that are incorporated by reference in this prospectus. Unless the context requires otherwise, references in this prospectus to
“Registrant,” “Cemtrex,” “Company,” “we,” “us” and “our” refer
to Cemtrex, Inc.
This
prospectus is part of a registration statement we have filed with the Securities and Exchange Commission (“SEC”) using a
“shelf” registration process. Using this process, we may from time to time offer and sell the securities described in this
prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time
we use this prospectus to offer securities, we will file a supplement to this prospectus with the SEC that will describe the specific
terms of the offering and the manner in which the securities will be offered, including the specific amounts, prices and terms of the
securities offered. The prospectus supplement may also add to, update or change the information contained in this prospectus and, accordingly,
to the extent inconsistent, information in this prospectus will be superseded by the information in the prospectus supplement. Before
you invest, you should carefully read this prospectus, the applicable prospectus supplement and the information contained in the documents
we refer to under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information
by Reference.”
You
should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement.
We have not authorized anyone to provide you with additional or different information. The prospectus may be used only for the purposes
for which it has been published. If you receive any other information, you should not rely on it. You should assume that the information
contained in this prospectus or any accompanying prospectus supplement is accurate only as of the date on the front cover of the applicable
document. Our business, financial condition, results of operations or prospects may have changed since that date. You should not rely
on or assume the accuracy of any representation or warranty in any agreement that we have filed as an exhibit to the registration statement
of which this prospectus is a part or that we may otherwise publicly file in the future because any such representation or warranty may
be subject to exceptions and qualifications contained in separate disclosure schedules, may represent the parties’ risk allocation
in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities
law purposes or may no longer continue to be true as of any given date. No offer of these securities is being made in any jurisdiction
where such offer or sale is prohibited.
We
may file a prospectus supplement to add to, update or change the information contained in this prospectus and, to the extent inconsistent,
information in this prospectus will be superseded by the information in the prospectus supplement. Before you invest, you should carefully
read this prospectus, the applicable prospectus supplement and the information contained in the documents we refer to under the headings
“Where You Can Find Additional Information.”
THE
COMPANY
Overview
The
Company’s reporting segments consist of Security and Industrial Services. Additionally, the Company’s operational structure
also reports unallocated corporate expenses.
Security
Our
Security segment operates under the brand of our majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), which provides
end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’s products
include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems
for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools,
and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing
Artificial Intelligence (AI) based data algorithms.
Industrial
Services
Our
Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise
and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers.
AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation,
packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery,
packaging, printing, chemical, and other manufacturing markets. The focus is on customers seeking to achieve greater asset utilization
and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds,
maintenance, specialty welding services, and high-quality scaffolding.
For
a complete description of our business, financial condition, results of operations and other important information, please read our filings
with the SEC that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended September
30, 2024, and each subsequent Form 10-Q and any Form 8-K we file. For instructions on how to find copies of these documents, please
read “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”
Corporate
and Other Information
We
were incorporated in Delaware in April 1998. Our principal executive offices are located at 135 Fell Court Hauppauge, NY 11788, and our
telephone number is (631) 756-9116. We maintain a website at www.cemtrex.com. We make our periodic and current reports that are filed
with the SEC available, free of charge, on our website as soon as reasonably practicable after such material is electronically filed
with, or furnished to, the SEC. Information contained on, or accessible through, our website is not a part of, and is not incorporated
by reference into, this prospectus supplement or the accompanying prospectus, and is intended for informational purposes only.
We
own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business.
This prospectus supplement may also contain trademarks, service marks and trade names of third parties, which are the property of their
respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus supplement
is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks,
service marks and trade names referred to in this prospectus supplement may appear without the ®, TM or SM symbols, but such references
are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right
of the applicable licensor to these trademarks, service marks and trade names.
RISK
FACTORS
An
investment in our securities involves risks. The prospectus supplement applicable to each offering of our securities may contain a discussion
of additional risks applicable to the offering. Prior to making a decision about investing in our securities, you should carefully consider
the specific factors discussed herein and under the heading “Risk Factors” in the applicable prospectus supplement, together
with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by
reference in this prospectus. You should also consider the risks, uncertainties and assumptions described in the section entitled “Risk
Factors” in our Annual Report on Form 10-K for the year ended September 30, 2024, which is incorporated herein by reference,
and may be amended, supplemented or superseded from time to time by other reports we file with the Commission in the future and any prospectus
supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.
FORWARD-LOOKING
STATEMENTS
This
prospectus supplement and the documents incorporated by reference herein may contain forward-looking statements that involve risks and
uncertainties. All statements other than statements of historical fact contained in this prospectus supplement and the documents incorporated
by reference herein, including statements regarding future events, our future financial performance, business strategy, and plans and
objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements
by terminology including “anticipates,” “believes,” “can,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although
we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined
under “Risk Factors” or elsewhere in this prospectus supplement and the documents incorporated by reference herein, which
may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from time
to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any
forward-looking statements.
We
have based these forward-looking statements largely on our current expectations and projections about future events and financial trends
that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations,
and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results
to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed (i) in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024,
(ii) in this prospectus supplement and, in particular, the risks discussed below and under the heading “Risk Factors”
and (iii) those discussed in other documents we file with the SEC. The following discussion should be read in conjunction with the consolidated
financial statements for the fiscal years ended September 30, 2024 and 2023 and notes incorporated by reference herein.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required
by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus
supplement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statement.
You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus supplement.
You are advised to consult any further disclosures we make on related subjects in our reports on Forms 8-K, 10-Q and 10-K filed with
the SEC.
USE
OF PROCEEDS
Unless
otherwise set forth in a prospectus supplement, we intend to use the net proceeds of any offering of securities for working capital and
other general corporate purposes. We will have significant discretion in the use of any net proceeds. We may provide additional information
on the use of net proceeds from the sale of the offered securities in an applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
General
The
descriptions of our capital stock and certain provisions of our certificate of incorporation, as amended, and bylaws, as amended, are
summaries and are qualified by reference to the certificate of incorporation, as amended, and bylaws, as amended, that are currently
in effect. Copies of these documents have been filed with the SEC and are incorporated by reference herein. For instructions on how to
find copies of these documents, please read “Where You Can Find Additional Information” and “Incorporation of Certain
Information by Reference.”
Our
certificate of incorporation, as amended, provides for common stock and preferred stock, the rights, preferences and privileges of which
may be designated from time to time by our board of directors.
Our
authorized capital stock consists of 80,000,000 shares, all with a par value of $0.001 per share, of which 70,000,000 shares
are designated as common stock and 10,000,000 shares are designated as preferred stock.
Common
Stock
Voting
Power; Dividends. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote
of stockholders and have the right to vote cumulatively for the election of directors. This means that in the voting at our annual meeting,
each stockholder or his proxy, may multiply the number of his shares by the number of directors to be elected then cast the resulting
total number of votes for a single nominee, or distribute such votes on the ballot among the nominees as desired. Holders of our common
stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of funds legally available
therefor, subject to any preferential dividend rights for our outstanding preferred stock.
Liquidation,
Dissolution and Winding Up. Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to
receive ratably our net assets available after the payment of all debts and other liabilities and subject to the prior rights of holders
of any of our outstanding preferred stock.
Preemptive
and Other Rights. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders
of shares of any series of our preferred stock that we may designate and issue in the future.
Our
common stockholders may not receive any assets or funds until our creditors have been paid in full and the preferential or participating
rights of our preferred stockholders have been satisfied. If we participate in a corporate merger, consolidation, purchase or acquisition
of property or stock, or other reorganization, any payments or shares of stock allocated to our common stockholders will be distributed
pro-rata to holders of our common stock on a per share basis. If we redeem, repurchase or otherwise acquire for payment any shares of
our common stock, we will treat each share of common stock identically.
We
may issue additional shares of our common stock and our preferred stock, if authorized by the board, without the common stockholders’
approval, unless required by Delaware law or a stock exchange on which our securities are traded. If we receive the appropriate payment,
shares of our common stock that we issue will be fully paid and nonassessable.
Nasdaq
Capital Market. Our shares of common stock are traded on the Nasdaq Capital Market under the symbol CETX.
Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is Clear Trust LLC, Lutz, Florida.
Preferred
Stock
Under
our certificate of incorporation, our board of directors is authorized, without further stockholder action, to issue up to 10,000,000
shares of preferred stock in one or more series, with such powers, designations, preferences and relative, participating, optional and
other rights and such qualifications, limitations and restrictions thereof as shall be set forth in the resolutions providing therefor.
We have no present plans to issue any additional shares of preferred stock.
Series
A Preferred Stock
Pursuant
to the certificate of designation relating to those shares, each issued and outstanding share of series A preferred stock is entitled
to the number of votes equal to the result of (i) the total number of shares of common stock outstanding at the time of such vote multiplied
by 1.01, and divided by (ii) the total number of shares of series A preferred stock outstanding at the time of such vote, at each meeting
of our stockholders with respect to any and all matters presented to our stockholders for their action or consideration, including the
election of directors.
Our
series A preferred stock has equal distribution rights with our common stockholders upon liquidation, dissolution or winding-up of our
company, and otherwise has no pre-emptive, subscription, conversion or redemption rights.
Series
C Preferred Stock
On
October 3, 2019, pursuant to Article IV of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred
stock entitled Series C Preferred Stock, consisting of up to one hundred thousand (100,000) shares, par value $0.001. Under the Certificate
of Designation, holders of Series C Preferred Stock are entitled to the number of votes per share equal to the result of (i) the total
number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares
of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters
presented to our shareholders for their action or consideration, including the election of directors.
Series
1 Preferred
As
of January 8, 2024, 2,579,994 shares of series 1 preferred stock (the “series 1 preferred”), were issued and 2,515,894
outstanding having the following powers, preferences and rights:
Dividends.
Holders of the series 1 preferred are entitled to receive cumulative cash dividends at the rate of 10% of the purchase price
per year, payable semiannually on the last day of March and September in each year. Dividends may also be paid, at our option, in additional
shares of series 1 preferred, valued at their liquidation preference. The series 1 preferred ranks senior to the common stock with respect
to dividends. Dividends will be entitled to be paid prior to any dividend to the holders of our common stock.
Liquidation
Preference. The series 1 preferred has a liquidation preference of $10.00 per share, equal to its purchase price. In the event
of any liquidation, dissolution or winding up of our company, any amounts remaining available for distribution to stockholders after
payment of all liabilities of our company will be distributed first to the holders of series 1 preferred, and then pari passu to the
holders of the series A preferred stock and our common stock. The holders of series 1 preferred have preference over the holders of our
common stock on any liquidation, dissolution or winding up of our company. The holders of series 1 preferred also have preference over
the holders of our series A preferred stock.
Voting
Rights. Except as otherwise provided in the certificate of designation, preferences and rights or as required by law, the series
1 preferred vote together with the shares of our common stock (and not as a separate class) at any annual or special meeting of stockholders.
Except as required by law, each holder of shares of series 1 preferred is entitled to two votes for each share of series 1 preferred
held on the record date as though each share of series 1 preferred were two shares of our common stock. Holders of the series 1 preferred
vote as a class on any amendment altering or changing the powers, preferences or rights of the series 1 preferred so as to affect them
adversely.
No
Conversion. The series 1 preferred are not convertible into or exchangeable for shares of our common stock or any other security.
Rank.
The series 1 preferred ranks with respect to distribution rights upon our liquidation, winding-up or dissolution and dividend
rights, as applicable:
| |
● |
senior
to our series A preferred stock, common stock and any other class of capital stock we issue in the future unless the terms of that
stock provide that it ranks senior to any or all of the series 1 preferred; |
| |
● |
on
a parity with any class of capital stock we issue in the future the terms of which provide that it will rank on a parity with any
or all of the series 1 preferred; |
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● |
junior
to each class of capital stock issued in the future the terms of which expressly provide that such capital stock will rank senior
to the series 1 preferred and the common stock; and |
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● |
junior
to all of our existing and future indebtedness. |
In
addition, the series 1 preferred, with respect to rights upon our liquidation, winding-up or dissolution, will be structurally subordinated
to existing and future indebtedness of our company and subsidiaries, as well as the capital stock of our subsidiaries held by third parties.
Redemption.
We may mandatorily redeem any or all of the series 1 preferred at any time and from time to time at our option, by giving notice
(by issuing a press release or otherwise making a public announcement, by mailing a notice of redemption or otherwise). If we redeem
fewer than all of the outstanding shares of series 1 preferred, we may select the shares to be redeemed by redeeming shares proportionally,
by lot, or by any other equitable method. The mandatory redemption price for any shares of series 1 preferred is an amount equal to the
$10.00 purchase price per share plus any accrued but unpaid dividends to the date fixed for redemption.
From
and after any applicable redemption date, if funds necessary for the redemption are available and have been irrevocably deposited or
set aside, then:
| |
● |
the
shares will no longer be deemed outstanding; |
| |
● |
the
holders of the shares, as such, will cease to be stockholders; and |
| |
● |
all
rights with respect to the shares of series 1 preferred will terminate except the right of the holders to receive the redemption
price, without interest. |
We
may also repurchase, outside of our mandatory redemption rights, any shares of series 1 preferred in privately-negotiated transactions
or in open market purchases on Nasdaq, subject to applicable regulations regarding issuer repurchases of their capital stock. In such
cases, we would most likely do so at prices lower than the price at which we are entitled to mandatorily redeem the shares.
No
Other Rights. The holders of the series 1 preferred have no preemptive or preferential or other rights to purchase or subscribe
to any stock, obligations, warrants or other securities of ours.
Trading.
The series 1 preferred is quoted on the OTC Markets under the symbol CETXP.
Transfer
Agent and Registrar. Clear Trust, LLC, Florida, is the transfer agent and registrar for our series 1 preferred.
Anti-Takeover
Provisions
The
terms of our shares of series A, none are issued and outstanding at this time, and series C preferred stock, held by Saagar Govil, our
CEO, may also have the effect of discouraging a takeover of our company. Pursuant to the certificate of designation for our Series A
preferred stock, each outstanding share of Series A preferred stock is entitled to the number of votes equal to the result of (i) the
total number of shares of our common stock outstanding at the time of such vote multiplied by 1.01, divided by (ii) the total number
of shares of our series A preferred stock outstanding at the time of such vote, at each meeting of stockholders of our company with respect
to any and all matters presented to our stockholders for their action or consideration, including the election of directors. Pursuant
to the certificate of designation for our Series C preferred stock, each issued and outstanding Series C Preferred Share shall be entitled
to the number of votes equal to the result of: (i) the number of shares of common stock of the Company (The “Common Shares”)
issued and outstanding at the time of such vote multiplied by 10.01; divided by (ii) the total number of Series C Preferred Shares issued
and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented
to the shareholders of the Company for their action or consideration, including the election of directors. Holders of Series C Preferred
Shares shall vote together with the holders of Common Shares as a single class. As a result of Saagar Govil’s ownership of our
Series C preferred stock, our management stockholders control, and will control in the future, substantially all matters requiring approval
by the stockholders of our company, including the election of all directors and approval of significant corporate transactions. Given
this continuing voting interest of our series A preferred stock and series C preferred stock, its holder will be able to exert significant
influence over all corporate activities including the outcome of tender offers, mergers, proxy contests or other purchases of common
stock, which could discourage others from initiating changes of control.
Our
certificate of incorporation, in order to combat “greenmail,” provides in general that any direct or indirect purchase by
us of any of our voting stock or rights to acquire voting stock known to be beneficially owned by any person or group which holds more
than 5% of a class of our voting stock and which has owned the securities being purchased for less than two years must be approved by
the affirmative vote of at least two-thirds of the votes entitled to be cast by the holders of voting stock, subject to certain exceptions.
The prohibition of “greenmail” may tend to discourage or foreclose certain acquisitions of our securities, which might temporarily
increase the price of our securities. Discouraging the acquisition of a large block of our securities by an outside party may also have
a potential negative effect on takeovers. Parties seeking control of our company through large acquisitions of our securities will not
be able to resort to “greenmail” should their bid fail, thus making such a bid less attractive to persons seeking to initiate
a takeover effort.
We
are subject to the provisions of Section 203 of the General Corporation Law of Delaware. Section 203 prohibits certain publicly held
Delaware corporations from engaging in a “business combination” with an “interested stockholder” for a period
of three years after the date of the transaction in which the person became an “interested stockholder,” unless the business
combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder”
is a person or entity who, together with affiliates and associates, owns (or within the preceding three years, did own) 15% or more of
the corporation’s voting stock. The statute contains provisions enabling a corporation to avoid the statute’s restrictions
if the stockholders holding a majority of the corporation’s voting stock approve.
Indemnification
of Directors and Officers
Our
certificate of incorporation provides that any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right
of the company) by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the company, or is or
was serving at the request of the company as a director, officer, incorporator, employee or agent of another company, partnership, joint
venture, trust or other enterprise, shall be entitled to be indemnified by the company to the full extent then permitted by law or to
the extent that a court of competent jurisdiction shall deem proper or permissible under the circumstance, whichever is greater, against
expenses (including attorneys’ fees), judgments, fines and amount paid in settlement incurred by such person in connection with
such action, suit or proceeding. Such right of indemnification shall inure whether or not the claim asserted is based on matters which
pre-date the company’s adoption of the indemnification provisions in its certificate of incorporation. Furthermore, such right
of indemnification will continue as to a person who has ceased to be a director, officer, incorporator, employee or agent and will inure
to the benefit of the heirs and personal representatives of such person.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock, preferred stock or debt securities. Each series of warrants will be issued under
a separate warrant agreement to be entered into between us and a warrant agent, or between us and the holder. If we elect to use a warrant
agent, the warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any registered holders of warrants or beneficial holders of warrants.
We
will distribute a prospectus supplement with regard to each issue of warrants under this prospectus. Each prospectus supplement will
describe:
| |
● |
in
the case of warrants to purchase common stock, the number of shares of common stock purchasable upon the exercise of the warrants
and the price at which you may purchase that number of shares of common stock upon exercise; |
| |
|
|
| |
● |
in
the case of warrants to purchase preferred stock, the designation, number of shares, stated value and terms, such as liquidation,
dividend, conversion and voting rights, of the series of preferred stock purchasable upon exercise of the warrants and the price
at which you may purchase that number of shares of preferred stock of the series upon exercise; |
| |
|
|
| |
● |
in
the case of warrants to purchase debt securities, the designation, aggregate principal amount, currencies, denominations and terms
of the series of debt securities purchasable upon exercise of the warrants and the price at which you may purchase the debt securities
upon exercise; |
| |
|
|
| |
● |
the
period during which you may exercise the warrants; |
| |
|
|
| |
● |
any
provision adjusting the securities that may be purchased on exercise of the warrants, and the exercise price of the warrants, to
prevent dilution or otherwise; |
| |
|
|
| |
● |
the
amount of warrants or rights outstanding; |
| |
|
|
| |
● |
the
place or places where warrants can be presented for exercise or for registration of transfer or exchange; and |
| |
|
|
| |
● |
any
other material terms of the warrants. |
Except
for certain participation rights as set forth in the warrants or as otherwise specified, prior to the exercise of any warrants to purchase
common stock, preferred stock or debt securities, holders of the warrants will not have any of the rights of holders of the common stock,
preferred stock or debt securities purchasable upon exercise, including:
| |
● |
in
the case of warrants for the purchase of common stock or preferred stock, the right to vote on the common stock or preferred stock
purchasable upon exercise; or |
| |
|
|
| |
● |
in
the case of warrants for the purchase of debt securities, the right to receive payments of principal of, any premium or interest
on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture. |
DESCRIPTION
OF DEBT SECURITIES
As
used in this prospectus, debt securities means the debentures, notes, bonds and other evidences of indebtedness that we may issue from
time to time. The debt securities may be either be senior debt securities or subordinated debt securities and may be secured or unsecured
obligations. We may also issue convertible debt securities. Unless otherwise specified in a prospectus supplement, the debt securities
will be direct unsecured obligations of Cemtrex.
Any
indenture or form of indenture will be filed as an exhibit to the registration statement of which this prospectus is a part. The statements
and descriptions in this prospectus or in any prospectus supplement regarding provisions of the indentures and debt securities are summaries
thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions
of the indentures (and any amendments or supplements we may enter into from time to time that are permitted under each Indenture) and
the debt securities, including the definitions in the applicable indenture of various terms.
The
indentures might not limit the aggregate principal amount of debt securities that we may issue and may provide that we may issue debt
securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless
indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders
of the debt securities of the series outstanding at the time of the issuance. Any of the additional debt securities, together with all
other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture and
will be equal in ranking.
Each
prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms may include
some or all of the following:
| |
● |
the
title of the series of the offered debt securities; |
| |
|
|
| |
● |
the
price or prices at which the offered debt securities will be issued; |
| |
|
|
| |
● |
any
limit on the aggregate principal amount of the offered debt securities; |
| |
|
|
| |
● |
the
date or dates on which the principal of the offered debt securities will be payable; |
| |
|
|
| |
● |
the
rate or rates (which may be fixed or variable) per year at which the offered debt securities will bear interest, if any, or the method
of determining the rate or rates and the date or dates from which interest, if any, will accrue; |
| |
|
|
| |
● |
if
the amount of principal, premium or interest with respect to the offered debt securities of the series may be determined with reference
to an index or pursuant to a formula, the manner in which these amounts will be determined; |
| |
|
|
| |
● |
the
date or dates on which interest, if any, on the offered debt securities will be payable and the regular record dates for the payment
thereof; |
| |
|
|
| |
● |
the
place or places, if any, in addition to or instead of the corporate trust office of the trustee, where the principal, premium and
interest with respect to the offered debt securities will be payable; |
| |
|
|
| |
● |
the
period or periods, if any, within which, the price or prices of which, and the terms and conditions upon which the offered debt securities
may be redeemed, in whole or in part, pursuant to optional redemption provisions; |
| |
|
|
| |
● |
the
terms on which we would be required to redeem or purchase the offered debt securities pursuant to any sinking fund or similar provision,
and the period or periods within which, the price or prices at which and the terms and conditions on which the offered debt securities
will be so redeemed and purchased in whole or in part; |
| |
|
|
| |
● |
the
denominations in which the offered debt securities will be issued; |
| |
|
|
| |
● |
the
form of the offered debt securities and whether the offered debt securities are to be issued in whole or in part in the form of one
or more global securities and, if so, the identity of the depositary for the global security or securities; |
| |
|
|
| |
● |
the
portion of the principal amount of the offered debt securities that is payable on the declaration of acceleration of the maturity,
if other than their principal amount; |
| |
|
|
| |
● |
if
other than U.S. dollars, the currency or currencies in which the offered debt securities will be denominated and payable, and the
holders’ rights, if any, to elect payment in a foreign currency or a foreign currency unit other than that in which the offered
debt securities are otherwise payable; |
| |
|
|
| |
● |
whether
the offered debt securities will be issued with guarantees and, if so, the terms of any guarantee of the payment of principal and
interest with respect to the offered debt securities; |
| |
|
|
| |
● |
any
addition to, or modification or deletion of, any event of default or any covenant specified in the indenture; |
| |
● |
whether
the offered debt securities will be convertible or exchangeable into other securities, and if so, the terms and conditions upon which
the offered debt securities will be convertible or exchangeable; |
| |
|
|
| |
● |
whether
the offered debt securities will be senior or subordinated debt securities; |
| |
|
|
| |
● |
whether
the offered debt securities will be secured or unsecured, and the terms of any secured debt; |
| |
|
|
| |
● |
any
trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to the offered debt securities;
and |
| |
|
|
| |
● |
any
other specific terms of the offered debt securities. |
Unless
otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange and will
be issued in fully-registered form without coupons.
The
applicable prospectus supplement may contain information as to how we will determine the amount of principal or interest payable on any
date, as well as the currencies, commodities, equity indices or other factors to which the amount payable on that date relates and various
additional tax considerations.
DESCRIPTION
OF UNITS
We
may issue units comprised of two or more of common shares, preferred shares, warrants, debt securities or other securities in any combination.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. As a result, the holder
of a unit will have the rights and obligations of a holder of each included security. Each unit may be issued under a separate unit agreement
to be entered into between us and, at our discretion, a bank or trust company, as unit agent, all as will be set forth in the prospectus
supplement relating to the particular issue of units. The unit agent, if any, will act solely as our agent in connection with the units
and will not assume any obligation or relationship of agency or trust for or with any holders of units or beneficial owners of units.
The summary of the terms of the units contained in this prospectus is not complete and is subject to, and is qualified in its entirety
by, all provisions of any applicable unit agreement. Reference is made to the prospectus supplement relating to the particular issue
of units offered pursuant to such prospectus supplement for the terms of and information relating to such units, including, where applicable:
| |
● |
the
specific designation and terms of the units and of the securities comprising the units, and the number of such securities comprising
each unit; |
| |
|
|
| |
● |
the
price or prices at which such units will be issued; |
| |
|
|
| |
● |
whether
the units are to be sold separately or with other securities; |
| |
|
|
| |
● |
whether
the units will be issued in definitive or global form or in any combination of these forms; |
| |
|
|
| |
● |
the
identity of the unit agent for the units and of any other depositaries, execution or paying agents, transfer agents, registrars or
other agents; |
| |
|
|
| |
● |
the
proposed listing, if any, of the units or any securities comprising the units on any securities exchange; |
| |
|
|
| |
● |
the
designation and terms of any equity securities or warrants included in the units; |
| |
|
|
| |
● |
the
designation, aggregate principal amount, currency and terms of any debt securities included in the units; |
| |
|
|
| |
● |
if
applicable, the date from and after which any units and the securities comprising the units will be separately transferable; |
| |
● |
information
with respect to book-entry procedures, if any; and |
| |
|
|
| |
● |
any
additional terms of the units or of the securities comprising the units, including terms, procedures and limitations for the issuance,
payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
PLAN
OF DISTRIBUTION
We
may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices
determined as the prospectus supplement specifies. We may sell securities to one or more underwriters for public offering and sale by
them or may sell securities to investors directly or through agents. We will name any underwriter or agent involved in the offer and
sale of securities in the prospectus supplement. We may also sell equity securities covered by this registration statement in “at
the market offerings.”
Underwriters
may offer and sell the securities at a fixed price or prices, which may be changed. Underwriters may also offer and sell securities at
market prices, at prices related to market prices or at negotiated prices. We also may authorize underwriters acting as our agents to
offer and sell the securities upon the terms and conditions set forth in any prospectus supplement. In connection with the sale of securities,
we may be deemed to have paid compensation to the underwriters in the form of underwriting discounts or commissions. Underwriters may
also receive commissions from purchasers of securities for whom they may act as agent.
Underwriters
may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent.
The
accompanying prospectus supplement will set forth the terms of the offering and the method of distribution and will identify any firms
acting as underwriters, dealers or agents in connection with the offering, including:
| |
● |
the
name or names of any underwriters; |
| |
|
|
| |
● |
the
purchase price of the securities and the proceeds to us from the sale; |
| |
|
|
| |
● |
any
underwriting discounts and other items constituting underwriter compensation; |
| |
|
|
| |
● |
any
public offering price; |
| |
|
|
| |
● |
any
discounts or concessions allowed or reallowed or paid to dealers; and |
| |
|
|
| |
● |
any
securities exchange on which the securities offered in the prospectus supplement may be listed. |
Under
the Securities Act, underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters,
and any discounts and commissions they receive and any profit they realize on resale of the securities may be deemed to be underwriting
discounts and commissions. We may enter into agreements with underwriters, dealers and agents providing them indemnification against
and contribution toward specified civil liabilities, including liabilities under the Securities Act, and reimbursement for various expenses.
We
will indicate the extent to which we anticipate that a secondary market for the securities will be available in the prospectus supplement.
Our common stock is listed on the Nasdaq Capital Market. Except as indicated in the applicable prospectus supplement, securities other
than common stock are not expected to be listed on any securities exchange. This prospectus may be amended or supplemented from time
to time, if required, to describe a specific plan of distribution.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the issuance of the securities offered hereby will be passed
upon for us by The Doney Law Firm, Las Vegas, Nevada. Any underwriters will be represented by their own legal counsel, which will be
named in the applicable prospectus supplement.
EXPERTS
The
financial statements at September 30, 2024 and 2023, and for the years then ended incorporated by reference in this prospectus
have been so incorporated in reliance on the report of Grassi & CO., CPAs, P.C., an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
The
Company files annual, quarterly and special reports, proxy statements and other information with the SEC. The SEC maintains a web site
that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents
electronically with the SEC. The website address is www.sec.gov. The information on the SEC’s website is not part of this prospectus,
and any references to this website or any other website are inactive textual references only. Statements contained in this prospectus
as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you
to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified
in all respects by this reference.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
“incorporate by reference” certain information into this prospectus, which means that we disclose important information to
you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part
of this prospectus, and relying on the Fixing America’s Surface Transportation Act, or the FAST Act, as a smaller reporting company,
subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in
a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of the offering, including documents we may file with the SEC after the date of the
initial registration statement and prior to effectiveness of the registration statement. We are not, however, incorporating by reference
any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed”
with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to
Item 9.01 of Form 8-K. This prospectus and any amendments or supplements thereto incorporate by reference the documents set forth below
that have previously been filed with the SEC:
| |
● |
Our
Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended September 30, 2024, filed with the SEC on December 30, 2024
and January 10, 2025, respectively; |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K (or Form 8-K/A) filed with the SEC on May
26, 2023, July
7, 2023, July
28, 2023, August
4, 2023, August
23, 2023, September
12, 2023, September
19, 2023, December
6, 2023 December
26, 2023, January
3, 2024, January
22, 2024, March
18, 2024, May
1, 2024, May
3, 2024, May
16, 2024, June
17, 2024, August
2, 2024, August
23, 2024, September
18, 2024, September
30, 2024, October
16, 2024, October
28, 2024, November
21, 2024, December
5, 2024, December
13, 2024; and January 6, 2025 / January 6, 2025
|
| |
|
|
| |
● |
our 2020 Equity Compensation Plan on Form S-8 filed
with the SEC August 17, 2020; |
| |
|
|
| |
● |
The
description of our capital stock contained in our registration statement on Form
10-12G filed with the SEC on November 25, 2008, including any amendments or reports filed for the purpose of updating such description
(including as Exhibit
4.5 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 30,
2024). |
You
may request a free copy of any or all of the reports or documents incorporated by reference in this prospectus (other than exhibits,
unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Saagar
Govil
Chief
Executive Officer
Cemtrex,
Inc.
135
Fell Court
Hauppauge,
NY 11788
Tel.
no. (631) 756-9116
We
also maintain a website at www.Cemtrex.com where incorporated reports or other documents filed with the SEC may be accessed. We
have not incorporated by reference into this prospectus the information contained in, or that can be accessed through, our website, and
you should not consider it to be part of this prospectus.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the anticipated costs and expenses payable by Cemtrex, Inc. (other than underwriting discounts, commissions
and fees) in connection with the registration of the securities covered by this prospectus. All amounts shown are estimates except for
the SEC registration fee.
| SEC registration fee | |
$ | 7,655 | |
| Legal fees and expenses | |
| 5,000 | |
| Accounting fees and expenses | |
| 7,500 | |
| Trustee and transfer agent fees | |
| * | |
| Printing and miscellaneous expenses | |
| * | |
| Total | |
$ | 20,155 | |
| * |
These
fees are calculated based upon the number and type of securities offered and accordingly cannot be estimated at this time. |
Item
15. Indemnification of Directors and Officers.
The
Company is incorporated under the laws of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the Delaware General Corporation Law, which relates to unlawful payment of dividends and unlawful stock purchases
and redemptions; or (iv) for any transaction from which the director derived an improper personal benefit.
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify any persons who were, are or are threatened to
be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s
best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section
145 of the Delaware General Corporation Law further authorizes a corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by
him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify
him under Section 145 of the Delaware General Corporation Law.
Our
certificate of incorporation provides that any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right
of the company) by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the company, or is or
was serving at the request of the company as a director, officer, incorporator, employee or agent of another company, partnership, joint
venture, trust or other enterprise, shall be entitled to be indemnified by the company to the full extent then permitted by law or to
the extent that a court of competent jurisdiction shall deem proper or permissible under the circumstance, whichever is greater, against
expenses (including attorneys’ fees), judgments, fines and amount paid in settlement incurred by such person in connection with
such action, suit or proceeding. Such right of indemnification shall inure whether or not the claim asserted is based on matters which
pre-date the company’s adoption of the indemnification provisions in its certificate of incorporation. Furthermore, such right
of indemnification will continue as to a person who has ceased to be a director, officer, incorporator, employee or agent and will inure
to the benefit of the heirs and personal representatives of such person.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or person controlling
us, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the act and is therefore unenforceable.
Item
16. Exhibits.
(a) Exhibits
EXHIBIT
INDEX
The
following exhibits are filed as part of this registration statement:
| Exhibit |
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished |
|
|
| Number |
|
Exhibit
Description |
|
Form |
|
Filing
Date |
|
Herewith |
| 3.13 |
|
Amendment to Certificate of Incorporation |
|
Form
10-K |
|
1/5/2021 |
|
|
| 3.14 |
|
Certificate of Correction to the Certificate of Amendment |
|
Form
10-Q |
|
5/28/2021 |
|
|
| 3.15 |
|
Amendment to Certificate of Incorporation |
|
Form
8-K |
|
1/20/2023 |
|
|
| 4.1 |
|
Form of Subscription Rights Certificate |
|
Form
S-1 |
|
8/29/2016 |
|
|
| 4.2 |
|
Form of Series 1 Preferred Stock Certificate |
|
Form
S-1 |
|
8/29/2016 |
|
|
| 4.3 |
|
Form of Series 1 Warrant |
|
Form
S-1 |
|
8/29/2016 |
|
|
| 4.4 |
|
Form of Common Stock Purchase Warrant |
|
Form
8-K |
|
3/22/2019 |
|
|
| 4.5 |
|
Form of Prefunded Warrant |
|
Form
S-1/A |
|
4/23/24 |
|
|
| 4.6 |
|
Form of Series A Common Stock Purchase Warrant |
|
Form
S-1/A |
|
4/23/24 |
|
|
| 4.7 |
|
Form of Series B Common Stock Purchase Warrant |
|
Form
S-1/A |
|
4/23/24 |
|
|
| 4.8* |
|
Form
of Indenture |
|
|
|
|
|
|
| 4.9* |
|
Form
of Note |
|
|
|
|
|
|
| 4.10* |
|
Form
of Warrant |
|
|
|
|
|
|
| 4.11* |
|
Form
of Unit Certificate |
|
|
|
|
|
|
| 5.1 |
|
Opinion of the Doney Law Firm |
|
Form
S-3 |
|
12/20/24 |
|
|
| 10.1 |
|
Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 3, 2023 |
|
Form
10-Q |
|
5/11/2023 |
|
|
| 10.2 |
|
Amendment to Loan Documents Between Advanced Industrial Services, Inc. and Fulton Bank, N.A. |
|
Form
10-Q |
|
5/11/2023 |
|
|
| 10.3 |
|
Amendment to Promissory Note Between Cemtrex, Inc. and Streeterville Capital, LLC |
|
Form
10-Q |
|
5/11/2023 |
|
|
| 10.4 |
|
Securities Purchase Agreement dated June 1, 2020 |
|
Form
8-K |
|
6/4/2020 |
|
|
| 10.5 |
|
Securities Purchase Agreement dated June 9, 2020 |
|
Form
8-K |
|
6/12/2020 |
|
|
| 10.6 |
|
Settlement Agreement and Release between Cemtrex, Inc. and Aron Govil dated February 26, 2021 |
|
Form
8-K |
|
2/26/2021 |
|
|
| 10.7 |
|
Securities Purchase Agreement dated February 22, 2022 |
|
Form
10-Q |
|
5/16/2022 |
|
|
| 10.8 |
|
Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 30, 2022 |
|
Form
10-Q |
|
5/16/2022 |
|
|
| 10.9 |
|
Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 |
|
Form
8-K |
|
11/29/2022 |
|
|
| 10.1 |
|
Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 |
|
Form
8-K |
|
11/29/2022 |
|
|
| 10.11 |
|
Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc. and Saagar Govil, dated November 18, 2022 |
|
Form
8-K |
|
11/29/2022 |
|
|
| 10.12 |
|
2020 Equity Compensation Plan |
|
Form
S-8 |
|
8/17/2020 |
|
|
| 10.13 |
|
Asset Purchase Agreement, dated as of June 7, 2023 |
|
Form
8-K |
|
12/6/2023 |
|
|
| 10.14 |
|
Form of Lock-Up Agreement |
|
Form
S-1/A |
|
4/23/24 |
|
|
| 10.15 |
|
Note Purchase Agreement between Cemtrex Inc. and Streeterville Capital, LLC, dated September 30, 2021 |
|
Form
S-1/A |
|
4/30/24 |
|
|
| 10.16 |
|
Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated September 14, 2022 |
|
Form
S-1/A |
|
4/30/24 |
|
|
| 10.17 |
|
Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated August 30, 2023 |
|
Form
S-1/A |
|
4/30/24 |
|
|
| 10.18 |
|
Standstill Agreement between Cemtrex Inc. and Streeterville Capital, LLC dated January 12, 2023 |
|
Form
S-1/A |
|
4/30/24 |
|
|
| 14.1 |
|
Corporate Code of Business Ethics |
|
Form
8-K |
|
7/1/2016 |
|
|
| 21.1 |
|
Subsidiaries of Registrant |
|
Form
S-1 |
|
1/17/2024 |
|
|
| 23.1 |
|
Consent of Grassi & Co, CPAs, P.C. |
|
|
|
|
|
X |
| 23.2 |
|
Consent of The Doney Law Firm (included as Exhibit 5.1) |
|
Form
S-3 |
|
12/20/24 |
|
|
| 24.1 |
|
Power of Attorney (included in the signature page of this Registration Statement) |
|
|
|
|
|
X |
| 25.1** |
|
Form
T-1 Statement of Eligibility of Trustee for Debt Securities Indenture under the Trust Indenture Act of 1939 |
|
|
|
|
|
|
| 99.1 |
|
Order pursuant to Section 8A of the Securities Act – dated September 30, 2022 |
|
Form
8-K |
|
10/4/2022 |
|
|
| 107 |
|
Filing Fee Table |
|
Form
S-3 |
|
12/20/24 |
|
|
| * |
To
be filed by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference. |
| ** |
To
be filed pursuant to Rule 305(b)(2) of the Trust Indenture Act of 1939. |
Item
17. Undertakings.
| (a) |
The
undersigned registrant hereby undertakes: |
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
|
|
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| |
|
|
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form
S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| |
|
|
| |
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the
termination of the offering. |
| |
|
|
| |
(4) |
That,
for the purpose of determining liability under the Securities Act to any purchaser: |
| |
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and |
| |
|
|
| |
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
| |
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
|
|
| |
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
| |
|
|
| |
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
|
| |
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
(b) |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
|
|
| |
(c) |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. |
| |
|
|
| |
(d) |
The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act. |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hauppauge, State of New York, on the 10th day of January, 2025.
| |
Cemtrex,
Inc. |
| |
|
|
| |
By: |
/s/
Saagar Govil. |
| |
|
Saagar
Govil |
| |
|
Chairman
of the Board, CEO, |
| |
|
President
& Secretary (Principal Executive Officer) |
| |
|
|
| |
|
/s/
Paul J. Wyckoff. |
| |
|
Paul
J. Wyckoff |
| |
|
Chief Financial Officer |
| |
|
(Principal
Financial Officer and Principal Accounting Officer) |
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Saagar Govil and Paul Wyckoff, and each
of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place
or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments),
and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their, his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
| January 10, 2025 |
By: |
/s/
Saagar Govil |
| |
|
Saagar
Govil, |
| |
|
Chairman
of the Board, CEO, |
| |
|
President
& Secretary (Principal Executive Officer) |
| |
|
|
| January 10, 2025 |
By: |
/s/
Paul J. Wyckoff |
| |
|
Paul
J. Wyckoff |
| |
|
Chief Financial Officer |
| |
|
(Principal
Financial Officer and Principal Accounting Officer) |
| |
|
|
| January 10, 2025 |
By: |
/s/
Manpreet Singh |
| |
|
Manpreet
Singh, |
| |
|
Director |
| |
|
|
| January 10, 2025 |
By: |
/s/
Brian Kwon |
| |
|
Brian
Kwon, |
| |
|
Director |
| |
|
|
| January 10, 2025 |
By: |
/s/
Metodi Filipov |
| |
|
Metodi
Filipov, Director |
Exhibit
23.1
Consent of Independent Registered Public Accounting Firm
We
hereby consent to the incorporation by reference in this Registration
Statement on Form S-3/A of our report dated December 30, 2024, with respect to the consolidated financial statements of Cemtrex, Inc.,
included in its Annual Report on Form 10-K for the years ended September 30, 2024 and 2023, filed with the Securities and Exchange Commission.
Our opinions include an explanatory paragraph as to Cemtrex, Inc.’s ability to continue as a going concern. We also consent to the
reference to our firm under the heading “Experts” in such Registration Statement.
/s/ Grassi & Co., CPAs, P.C.
Jericho,
New York
January
10, 2025
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