Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 29, 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 Series 1 preferred stock listed on Nasdaq was below $1.00 for 30
consecutive trading days, the Company no longer met 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").
On January 26, 2023, the Company received a notification letter from the Listing
Qualifications Department of Nasdaq notifying the Company that, it had been
granted an additional 180 days or until July 24, 2023, to regain compliance with
the Minimum Bid Price Requirement based on the Company meeting the continued
listing requirement for market value of publicly held shares and all other
applicable requirements for initial listing on the Capital Market with the
exception of the bid price requirement, and the Company's written notice of its
intention to cure the deficiency during the second compliance period by
effecting a reverse stock split, if necessary.
The Company intends to continue actively monitoring the bid price for its Series
1 preferredstock between now and July 24, 2023 and will consider available
options to resolve the deficiency and regain compliance with the Minimum Bid
Price Requirement.
On January 24, 2022, the Company received a notification letter from the Listing
Qualifications Department of 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 met 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").
On July 26, 2022, the Company received a notification letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC Nasdaq notifying the
Company that, it had been granted an additional 180 days or until January 23,
2023, to regain compliance with the Minimum Bid Price Requirement based on the
Company meeting the continued listing requirement for market value of publicly
held shares and all other applicable requirements for initial listing on the
Capital Market with the exception of the bid price requirement, and the
Company's written notice of its intention to cure the deficiency during the
second compliance period by effecting a reverse stock split, if necessary.
On January 26, 2023, the Company received a notification letter from the Listing
Qualifications Department of Nasdaq notifying the Company that it has not
regained compliance with Listing Rule 5550(a)(2) and accordingly would be
delisted from the Capital Market. However, the Company has the right to appeal
this determination by requesting a hearing that stays the suspension of the
Company's securities pending the hearing. The Company requested and has been
granted a hearing to occur on March 16, 2023, appealing this determination to a
Hearings Panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq
Listing Rule 5800 Series.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibit Title
99.1 Notice of Extension of Cure Period to Satisfy a Continued
Listing Rule from NASDAQ Dated January 26, 2023
99.2 Notice of failure to Satisfy a Continued Listing Rule from
NASDAQ and delisting Dated January 26, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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