CEMTREX INC 8-K

What Happened

• CEMTREX, Inc. (CETX) filed an 8‑K reporting that its Board approved a reverse stock split that will become effective at 12:01 a.m. Eastern Time on June 5, 2026. The Company will begin trading on a split‑adjusted basis at the open of business on June 5, 2026. The Certificate of Amendment was filed with the Delaware Secretary of State on June 2, 2026.
• While prior disclosure referenced a 1‑for‑10 split approval range, the implemented split converts each holder’s pre‑split shares into one‑fifteenth (1/15) of those shares (i.e., a 1‑for‑15 reverse split) as of the Effective Time.

Key Details

• Shares outstanding pre‑split: 11,121,834 common shares.
• Effective date/time: June 5, 2026 at 12:01 a.m. ET; trading adjusted at market open June 5.
• CUSIP change: new CUSIP 15130G865; trading symbol remains “CETX.”
• Fractional share handling: holders with at least one whole pre‑split share will have post‑split fractional shares rounded up to the nearest whole share; holders with less than one pre‑split share will have fractional shares rounded down. Transfer agent: ClearTrust, LLC.
• Impact on securities: outstanding options/warrants (other than certain “Adjustable Warrants”) will be proportionately adjusted to one‑fifteenth of prior share amounts and have exercise prices multiplied by 15. There are Adjustable Warrants to purchase 3,975,653 shares at $0.75 that include a post‑split pricing adjustment (exercise price reduced to a VWAP‑based level and the number of underlying shares increased so aggregate exercise price remains the same), resulting in a lower post‑split exercise price and significantly more shares issuable under those warrants.

Why It Matters

• The reverse split is being done to help CEMTREX meet Nasdaq’s minimum bid price requirement (Rule 5550(a)(2)): the company needs its closing bid to remain above $1.00 per share for 10 consecutive business days to regain compliance. The split reduces the share count and should increase the per‑share price mechanically, but the company explicitly states there are no assurances this will achieve compliance.
• For investors this means share counts and per‑share figures will change (fewer shares outstanding, higher per‑share price), option/warrant economics will be adjusted, and CETX will have a new CUSIP while keeping the same trading symbol. Review your brokerage position after the open on June 5 and consult the transfer agent or your broker for questions about fractional shares or adjusted holdings.