{"url_path":"/sec/cetx/8-k/2026-06-02/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1435064/0001493152-26-026874-index.html","accession_number":"0001493152-26-026874","cik":"0001435064","ticker":"CETX","issuer_name":"CEMTREX INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1435064/0001493152-26-026874-index.html","primary_entity_key":"0001435064","primary_entity_name":"CEMTREX INC"},"word_count":813,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n** **\n\nThe\nBoard of Directors of Cemtrex, Inc., a Delaware corporation (the “Company”), has approved a reverse stock split of the Company’s\nissued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-10 (the “Reverse\nSplit”). The Reverse Split will become effective on Monday, June 5, 2026, at 12:01 a.m. Eastern Time (the “Effective Time”).\n\n \n\nAs\npreviously disclosed, by written consent dated February 27, 2026, the Company’s stockholders approved the Reverse Split, at a specific\nratio, within a fixed range, to be determined by the Board in its sole discretion.\n\n \n\n**Shares\noutstanding**\n\n** **\n\nAs\nof the date of this filing, the Company has 11,121,834 shares of common stock outstanding.\n\n** **\n\n**Reason\nfor the Reverse Split**\n\n** **\n\nThe\nCompany is effecting the Reverse Split in order to maintain compliance with the continued listing requirements for the Capital Market\nof The Nasdaq Stock Market LLC (“Nasdaq”).\n\n \n\nBy\neffecting the Reverse Split, the Company expects that the closing bid price of the Common Stock will increase above $1 per share. In\norder to regain compliance with Nasdaq Listing Rule 5550(a)(2), the closing bid price of the Company’s common stock must remain\nabove $1 per share for a minimum of ten consecutive business days. Although no assurances can be provided, the Company further believes\nthat Reverse Split will enable the Company to maintain its Nasdaq listing.\n\n** **\n\n**Effects\nof the Reverse Split**\n\n** **\n\n**Effective\nTime; Symbol; CUSIP Number**\n\n** **\n\nThe\nReverse Split will become effective at the Effective Time and the Common Stock will begin trading on a split-adjusted basis at the open\nof business on June 5, 2026. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 15130G865. The\ntrading symbol for the Company’s common stock, “CETX,” will remain unchanged.\n\n** **\n\n**Split\nAdjustment; Treatment of Fractional Shares**\n\n** **\n\nAt\nthe Effective Time, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically\ninto the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder\nimmediately prior to the Effective Time divided by 15. No fractional shares will be issued post-split. For any shareholder that held\nat least one (1) whole share pre-split on the Effective Date, any post-split fractional shares will be rounded up to the nearest whole\nshare. For any shareholder that held less than one (1) share pre-split on the Effective Date, the post-split fractional shares will be\nrounded down. Any request related to fractional share handling may be submitted to the Company’s transfer agent, ClearTrust, LLC.\n\n \n\n2\n\n \n\n \n\nThe\nprincipal effect of the Reverse Split will be that (i) the number of shares of common stock issued and outstanding will be reduced to\none-fifteenth that amount, and (ii) all outstanding options and warrants (other than the Adjustable Warrants defined below) entitling\nthe holders thereof to purchase shares of common stock will enable such holders to purchase, upon exercise of their options or warrants,\none-fifteenth of the number of shares of common stock which such holders would have been able to purchase upon exercise of their options\nor warrants, immediately preceding the Reverse Split at an exercise price equal to 15 times the exercise price specified before the Reverse\nSplit, resulting in essentially the same aggregate price being required to be paid therefor upon exercise thereof immediately preceding\nthe Reverse Split. Other awards under our 2020 Equity Compensation Plan would be subject to proportionate adjustments.\n\n \n\nWe\nhave outstanding Adjustable Warrants to purchase 3,975,653 shares of common stock at an exercise price of $0.75 per share (the “Adjustable\nWarrants”) that provide that upon the completion of the Reverse Split the exercise price of warrants will be reduced to the lowest\ndaily volume weighted average price during the five consecutive trading days prior to the date of such Reverse Split and the five consecutive\ntrading days after the date of such Reverse Split, and the number of warrant shares issuable shall be increased such that the aggregate\nexercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise\nprice on the date of issuance. This provision will result in the post-split exercise price of the Adjustable Warrants being reduced and\nthe number of shares of common stock underlying the Adjustable Warrants being significantly increased.\n\n** **\n\n**Delaware\nState Filing**\n\n** **\n\nOn\nJune 2, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”)\nwith the Secretary of State of the State of Delaware, pursuant to which, effective at 12:01 a.m. Eastern Time on June 5, 2026, the Reverse\nSplit will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein\nby reference."}