Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 24, 2022, Cemtrex, Inc. (the "Company") received a notification
letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC
("Nasdaq") notifying the Company that, because the closing bid price for the
Company's common stock listed on Nasdaq was below $1.00 for 30 consecutive
trading days, the Company no longer meets the minimum bid price requirement for
continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule
5550(a)(2), requiring a minimum bid price of $1.00 per share (the "Minimum Bid
Price Requirement").
The notification has no immediate effect on the listing of the Company's common
stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has
a period of 180 calendar days from the date of notification, or until July 25,
2022, to regain compliance with the Minimum Bid Price Requirement. If at any
time before July 25, 2022, the bid price of the Company's common stock closes at
or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq
will provide written notification that the Company has achieved compliance with
the Minimum Bid Price Requirement.
The notification letter also disclosed that in the event the Company does not
regain compliance with the Minimum Bid Price Requirement by July 25, 2022, the
Company may be eligible for additional time. To qualify for additional time, the
Company would be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The
Nasdaq Capital Market, with the exception of the bid price requirement, and
would need to provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split, if
necessary. If the Company meets these requirements, Nasdaq will inform the
Company that it has been granted an additional 180 calendar days to regain
compliance. However, if it appears to the staff of Nasdaq (the "Staff") that the
Company will not be able to cure the deficiency, or if the Company is otherwise
not eligible, the Staff would notify the Company that its securities will be
subject to delisting. In the event of such notification, the Company may appeal
the Staff's determination to delist its securities, but there can be no
assurance the Staff would grant the Company's request for continued listing.
The Company intends to continue actively monitoring the bid price for its common
stock between now and July 25, 2022 and will consider available options to
resolve the deficiency and regain compliance with the Minimum Bid Price
Requirement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibit Title
99.1 Notice of Failure to Satisfy a Continued Listing Rule from
NASDAQ Dated January 24, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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