Cemtrex Inc: reincorporates from Delaware to Nevada

What happened

• The filing states that on Oct 6, 2026, Cemtrex, Inc. filed a certificate of conversion with the Delaware Secretary of State and articles of conversion and articles of incorporation with the Nevada Secretary of State, and the Nevada reincorporation became effective on Oct 7, 2026, at 12:01 a.m. Eastern Time (the "Effective Time").
• The Nevada reincorporation was effected by a statutory conversion pursuant to Section 266 of the Delaware General Corporation Law and NRS 92A.205, in accordance with a plan of conversion approved by the board of directors and by written consent of the holder of a majority of the voting power of outstanding capital stock.
• At the Effective Time the company changed its state of incorporation from Delaware to Nevada, ceased to be governed by the Delaware General Corporation Law and its Delaware certificate of incorporation and bylaws, and became governed by the Nevada Revised Statutes, the Nevada articles of incorporation (the "Nevada Articles"), and the Nevada bylaws (the "Nevada Bylaws").

Key details

• Each outstanding share of common stock, Series C preferred stock, and Series 1 preferred stock of the Delaware corporation automatically converted into 1 share of the corresponding class or series of the Nevada corporation; stockholders are not required to exchange certificates or book-entry positions.
• Outstanding options, warrants, and other rights to acquire capital stock continue on the same terms and entitle holders to acquire the same number of shares of the corresponding Nevada security.
• The common stock continues to be listed on The Nasdaq Capital Market under the symbol "CETX"; the Series 1 preferred stock continues to be quoted on the OTC market under the symbol "CETXP". The company does not expect a new CUSIP number.
• The filing states that certain rights of stockholders changed as a result of the Nevada reincorporation, including rights governed by the Nevada Revised Statutes and the exclusive-forum, exculpation, and indemnification provisions of the Nevada Articles and Nevada Bylaws; a description is set forth in the Schedule 14C definitive information statement filed Sep 15, 2026 and mailed Sep 17, 2026.

Why it may matter

• Item 5.03 (amendments to articles of incorporation or bylaws) is reported because the company filed new articles of incorporation and bylaws in connection with the statutory conversion and change of state of incorporation.
• Item 3.03 (material modification to rights of security holders) is reported because the reincorporation changed certain stockholder rights as described in the filing. A filing does not show why the insider traded or why the company acted.