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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/29/22 Cemtrex Inc. 8-K:1,2,8,911/22/22 15:898K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 56K 2: EX-10.1 Material Contract HTML 233K 3: EX-10.2 Material Contract HTML 220K 4: EX-10.3 Material Contract HTML 45K 5: EX-99.1 Miscellaneous Exhibit HTML 23K 10: R1 Cover HTML 50K 13: XML IDEA XML File -- Filing Summary XML 13K 11: XML XBRL Instance -- form8-k_htm XML 20K 12: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.DEF XBRL Definitions -- cetx-20221122_def XML 74K 8: EX-101.LAB XBRL Labels -- cetx-20221122_lab XML 103K 9: EX-101.PRE XBRL Presentations -- cetx-20221122_pre XML 71K 6: EX-101.SCH XBRL Schema -- cetx-20221122 XSD 15K 14: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 15: ZIP XBRL Zipped Folder -- 0001493152-22-033890-xbrl Zip 133K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i November 22, 2022
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-37464 | i 30-0399914 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
i 276 Greenpoint Ave Bld. 8 Suite 208 i Brooklyn, i NY |
i 11101 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (631) i 756-9116
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. i ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| i Common Stock | i CETX | i Nasdaq Capital Market | ||
| i Series 1 Preferred Stock | i CETXP | i Nasdaq Capital Market |
C:
Item 1.01 Entry into a Material Definitive Agreement
On November 22, 2022, Cemtrex, Inc. (the “Company”) entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the following brands under the subsidiaries Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc. to Mr. Govil, which were consolidated into the Company’s Condensed Consolidated Balance Sheet as of June 30, 2022, as filed with the SEC on August 15, 2022.
| - | SmartDesk – SmartDesk is focused on reinventing the workspace through developing state-of-the-art, modern, fully integrated, workplace solutions. |
| - | Cemtrex XR (“CXR”) – CXR is focused on realizing the potential of the metaverse. CXR delivers Virtual Reality (VR) and Augmented Reality (AR) solutions that provide higher productivity, progressive design and impactful experiences for consumer products, and various commercial and industrial applications. The Company is in the process of developing virtual reality applications for commercialization in the metaverse over the next couple years. CXR also invests in emerging startups focused on building best in class solutions for the metaverse. |
| - | Virtual Driver Interactive (“VDI”) – VDI provides innovative driver training simulation solutions for effective and engaging learning for all ages and skills. |
| - | Bravo Strong – Bravo Strong is a gaming and content studio working to build games and experiences for the metaverse. |
| - | good tech (formerly Cemtrex Labs) – good tech provides mobile, web, and enterprise software application development services for startups to large enterprises. |
On November 22, 2022, the Company completed the above disposition for the following consideration;
| ● | Cemtrex XR, Inc. |
| ○ | $895,000 comprised of: |
| ■ | $75,000 in cash payable at Closing; and | |
| ■ | 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next three years; and should the total sum of royalties due be less than $820,000 at the end of the three-year period, Purchaser shall be obligated to pay the difference between $820,000 and the royalties paid. |
| ● | Cemtrex Advanced Technologies, Inc. |
| ○ | $10,000 in cash payable at Closing | |
| ○ | 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next 5 years; and | |
| ○ | $1,600,000 in SAFE (common equity) at any subsequent fundraising or exit above $5M with a $10M cap. |
The Company’s independent Board of Directors and management worked with an independent third party to establish valuations for the assets included in the transaction. The Company’s Board of Directors, excluding Saagar Govil who abstained from all voting on these agreements, approved these actions and agreements.
Item 2.01, Completion of Acquisition or Disposition of Assets
The disclosures in Item 1.01 are herein incorporated by reference into this Item 2.01.
Item 8.01 Other Events
On November 29, 2022, we issued a press release concerning the disposition of assets. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 10.1 | Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 | |
| 10.2 | Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 | |
| 10.3 | Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc. and Saagar Govil, dated November 18, 2022 | |
| 99.1 | Press Release dated November 29, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEMTREX, INC. | ||
| Date: November 29, 2022 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President and Chief Executive Officer |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/29/22 | |||
| For Period end: | 11/22/22 | |||
| 8/15/22 | 10-Q | |||
| 6/30/22 | 10-Q | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/24 Cemtrex Inc. S-1/A 9:1.6M M2 Compliance LLC/FA 1/17/24 Cemtrex Inc. S-1 4:760K M2 Compliance LLC/FA 12/28/23 Cemtrex Inc. 10-K 9/30/23 113:10M M2 Compliance LLC/FA 8/10/23 Cemtrex Inc. 10-Q 6/30/23 80:7.1M M2 Compliance LLC/FA 5/11/23 Cemtrex Inc. 10-Q 3/31/23 81:6.5M M2 Compliance LLC/FA 2/14/23 Cemtrex Inc. 10-Q 12/31/22 77:5.3M M2 Compliance LLC/FA |