Cemtrex completes Nevada reincorporation on Oct. 7
Existing certificates and book-entry positions remain valid, while outstanding options, warrants and other equity rights continue on their existing terms.
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Form Type
8-K
Rhea-AI Filing Summary
Cemtrex, Inc. completed its reincorporation from Delaware to Nevada, effective October 7, 2026, at 12:01 a.m. Eastern Time, through a statutory conversion approved by its board and by written consent of the holder of a majority of its outstanding voting power. Each outstanding common, Series C preferred, and Series 1 preferred share converted into one share of the corresponding Nevada class or series.
Stockholder rights changed, including rights under Nevada law and the exclusive-forum, exculpation, and indemnification provisions in the Nevada Articles and Bylaws. Outstanding options, warrants, and other rights continue on the same terms and entitle holders to acquire the same number of corresponding Nevada securities. Common stock remains listed on The Nasdaq Capital Market under CETX, and Series 1 preferred stock remains quoted on the OTC market under CETXP.
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8-K Event Classification
3 items: 3.03, 5.03, 9.01
3 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Effective time: October 7, 2026, 12:01 a.m. Eastern Time
Share conversion: 1 share converted into 1 corresponding share
Par value: $0.001 per share
3 metrics
Effective time
October 7, 2026, 12:01 a.m. Eastern Time
Nevada reincorporation
Share conversion
1 share converted into 1 corresponding share
Common stock, Series C preferred stock, and Series 1 preferred stock
Par value
$0.001 per share
Common stock, Series C preferred stock, and Series 1 preferred stock
Key Terms
statutory conversion, exclusive-forum, exculpation, book-entry positions
4 terms
statutory conversion regulatory
"was effected by a statutory conversion"
A statutory conversion is a legal process set out in corporate law that lets a business change its legal form—for example, switch from a corporation to a limited liability company or vice versa—by following a prescribed statute rather than dissolving and forming a new entity. It matters to investors because the conversion can change ownership rules, voting rights, tax treatment, creditor priority and reporting obligations, much like swapping a car for a truck changes how it can be used and insured.
exclusive-forum regulatory
"exclusive-forum, exculpation, and indemnification provisions"
exculpation regulatory
"exclusive-forum, exculpation, and indemnification provisions"
book-entry positions technical
"exchange certificates or book-entry positions"
Book-entry positions are electronic records of ownership for stocks, bonds or other securities instead of physical certificates; ownership is shown as entries on accounts kept by brokers or a central securities depository. Like a bank statement showing who owns money, these entries make transfers, settlements, dividend payments and collateral uses faster and easier to track, so investors and intermediaries rely on them for secure, efficient record-keeping.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): October 7, 2026
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631 ) 756-9116
Delaware
(Former name or former state of incorporation)
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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).
Emerging growth company ☐
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. ☐
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 6, 2026, Cemtrex, Inc. (the “Company”) filed a certificate of conversion with the Secretary of State of the State of Delaware and articles of conversion, together with articles of incorporation, with the Secretary of State of the State of Nevada. As a result, the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Nevada Reincorporation”) became effective on October 7, 2026, at 12:01 a.m. Eastern Time (the “Effective Time”).
The Nevada Reincorporation was effected by a statutory conversion pursuant to Section 266 of the General Corporation Law of the State of Delaware and NRS 92A.205, in accordance with a plan of conversion approved by the Company’s board of directors and by the written consent of the holder of a majority of the voting power of the Company’s outstanding capital stock. The Company filed a definitive information statement on Schedule 14C with the Securities and Exchange Commission on September 15, 2026, and mailed that information statement to stockholders on September 17, 2026. The Nevada Reincorporation did not create a new issuer.
At the Effective Time:
■ | the Company’s state of incorporation changed from Delaware to Nevada; |
■ | the Company ceased to be governed by the Delaware General Corporation Law and its Delaware certificate of incorporation and bylaws, and became governed by the Nevada Revised Statutes, the articles of incorporation filed with the Nevada Secretary of State (the “Nevada Articles”), and the bylaws adopted by the board of directors (the “Nevada Bylaws”); and |
■ | the Company continued as the same corporation, without any change in its business, headquarters, management, employees, assets, liabilities, or material contracts, other than costs related to the Nevada Reincorporation. |
At the Effective Time, each outstanding share of common stock, par value $0.001 per share, Series C preferred stock, par value $0.001 per share, and Series 1 preferred stock, par value $0.001 per share, of the Delaware corporation automatically converted into one share of the corresponding class or series of the Nevada corporation. Stockholders are not required to exchange certificates or book-entry positions. Outstanding options, warrants, and other rights to acquire capital stock continue on the same terms and entitle the holder to acquire the same number of shares of the corresponding Nevada security. The Company does not expect a new CUSIP number.
The common stock continues to be listed on The Nasdaq Capital Market under the symbol “CETX.” The Series 1 preferred stock continues to be quoted on the OTC market under the symbol “CETXP.”
Certain rights of stockholders changed as a result of the Nevada Reincorporation, including rights governed by the Nevada Revised Statutes and the exclusive-forum, exculpation, and indemnification provisions of the Nevada Articles and Nevada Bylaws. A description of those changes is set forth in the definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on September 15, 2026, and is incorporated herein by reference.
The foregoing description is qualified in its entirety by the Plan of Conversion, the Nevada Articles, and the Nevada Bylaws, copies of which are filed as Exhibits 2.1, 3.1, and 3.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description |
2.1 | Plan of Conversion of Cemtrex, Inc. |
3.1 | Articles of Incorporation of Cemtrex, Inc., a Nevada corporation |
3.2 | Bylaws of Cemtrex, Inc., a Nevada corporation |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 7, 2026 | By: | /s/ Saagar Govil | |
Saagar Govil | |||
Chairman, President and Chief Executive Officer | |||