Cemtrex (NASDAQ: CETX) reverse split targets Nasdaq $1 bid rule
Rhea-AI Filing Summary
Cemtrex, Inc. is implementing a reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on June 5, 2026, following prior stockholder approval. As of this filing, the company has 11,121,834 shares of common stock outstanding.
The move is intended to help Cemtrex regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a closing bid price of at least $1 per share for ten consecutive business days. After the split, common stock will trade on a split-adjusted basis under the same symbol, CETX, with a new CUSIP number 15130G865.
Fractional shares will not be issued; most fractional positions will be rounded up, but very small pre-split holdings can be rounded down. The company also discloses 3,975,653 outstanding Adjustable Warrants at an exercise price of $0.75 per share, whose terms will lower the post-split exercise price and significantly increase the number of underlying shares.
Positive
- None.
Negative
- Adjustable Warrants expand post-split share overhang: 3,975,653 Adjustable Warrants at a $0.75 exercise price will reset to a lower price and a significantly higher share count after the reverse split, increasing potential future common stock issuance.
Insights
Cemtrex reverse split aims at Nasdaq compliance but expands warrant overhang.
Cemtrex is executing a reverse stock split to lift its share price above Nasdaq’s 100% minimum bid requirement and preserve its Capital Market listing. This directly changes the capital structure by consolidating common shares while keeping the trading symbol CETX unchanged but assigning a new CUSIP.
A key detail is the treatment of the 3,975,653 Adjustable Warrants with a pre-split exercise price of $0.75 per share. Their terms reduce the exercise price to the lowest volume-weighted average price around the split and increase warrant shares so the aggregate exercise price is preserved.
This mechanism means common shares underlying these warrants will be significantly increased after the split, even as basic shares are consolidated. The combination of a reverse split and expanding warrant coverage can materially shift effective dilution and ownership dynamics once the warrants are exercised.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
Nasdaq Listing Rule 5550(a)(2) regulatory
Adjustable Warrants financial
Certificate of Amendment regulatory
2020 Equity Compensation Plan financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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).
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
CURRENT REPORT ON FORM 8-K
Cemtrex, Inc.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Cemtrex, Inc., a Delaware corporation (the “Company”), has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-10 (the “Reverse Split”). The Reverse Split will become effective on Monday, June 5, 2026, at 12:01 a.m. Eastern Time (the “Effective Time”).
As previously disclosed, by written consent dated February 27, 2026, the Company’s stockholders approved the Reverse Split, at a specific ratio, within a fixed range, to be determined by the Board in its sole discretion.
Shares outstanding
As of the date of this filing, the Company has 11,121,834 shares of common stock outstanding.
Reason for the Reverse Split
The Company is effecting the Reverse Split in order to maintain compliance with the continued listing requirements for the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”).
By effecting the Reverse Split, the Company expects that the closing bid price of the Common Stock will increase above $1 per share. In order to regain compliance with Nasdaq Listing Rule 5550(a)(2), the closing bid price of the Company’s common stock must remain above $1 per share for a minimum of ten consecutive business days. Although no assurances can be provided, the Company further believes that Reverse Split will enable the Company to maintain its Nasdaq listing.
Effects of the Reverse Split
Effective Time; Symbol; CUSIP Number
The Reverse Split will become effective at the Effective Time and the Common Stock will begin trading on a split-adjusted basis at the open of business on June 5, 2026. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 15130G865. The trading symbol for the Company’s common stock, “CETX,” will remain unchanged.
Split Adjustment; Treatment of Fractional Shares
At the Effective Time, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Effective Time divided by 15. No fractional shares will be issued post-split. For any shareholder that held at least one (1) whole share pre-split on the Effective Date, any post-split fractional shares will be rounded up to the nearest whole share. For any shareholder that held less than one (1) share pre-split on the Effective Date, the post-split fractional shares will be rounded down. Any request related to fractional share handling may be submitted to the Company’s transfer agent, ClearTrust, LLC.
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The principal effect of the Reverse Split will be that (i) the number of shares of common stock issued and outstanding will be reduced to one-fifteenth that amount, and (ii) all outstanding options and warrants (other than the Adjustable Warrants defined below) entitling the holders thereof to purchase shares of common stock will enable such holders to purchase, upon exercise of their options or warrants, one-fifteenth of the number of shares of common stock which such holders would have been able to purchase upon exercise of their options or warrants, immediately preceding the Reverse Split at an exercise price equal to 15 times the exercise price specified before the Reverse Split, resulting in essentially the same aggregate price being required to be paid therefor upon exercise thereof immediately preceding the Reverse Split. Other awards under our 2020 Equity Compensation Plan would be subject to proportionate adjustments.
We have outstanding Adjustable Warrants to purchase 3,975,653 shares of common stock at an exercise price of $0.75 per share (the “Adjustable Warrants”) that provide that upon the completion of the Reverse Split the exercise price of warrants will be reduced to the lowest daily volume weighted average price during the five consecutive trading days prior to the date of such Reverse Split and the five consecutive trading days after the date of such Reverse Split, and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the date of issuance. This provision will result in the post-split exercise price of the Adjustable Warrants being reduced and the number of shares of common stock underlying the Adjustable Warrants being significantly increased.
Delaware State Filing
On June 2, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) with 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 Split will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 3.1 | Certificate of Amendment, dated June 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 2, 2026 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President, and Chief Executive Officer | ||
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