[SCHEDULE 13G/A] CEMTREX INC. SEC Filing
This Schedule 13G/A discloses that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the Reporting Persons) are each deemed to beneficially own 336,801 shares of Cemtrex Inc. common stock, representing approximately 9.99% of the company’s outstanding common stock as presented in the filing. The shares reported are issuable upon exercise of a warrant held by Intracoastal (Intracoastal Warrant 1).
Each Reporting Person has shared voting and shared dispositive power over 336,801 shares and no sole voting or dispositive power. The filing explains that blocker provisions in Intracoastal Warrant 1 and Intracoastal Warrant 2 prevent exercise to the extent doing so would increase ownership above 9.99% and 4.99%, respectively, thereby excluding 1,671,598 and 142,778 warrant shares from current beneficial ownership calculations. Without those blocker provisions, the Reporting Persons may be deemed to beneficially own 2,151,177 shares.
- Transparency: The filing clearly discloses that the Reporting Persons are each deemed to beneficially own 336,801 shares, representing 9.99% of Cemtrex common stock.
- Detail on warrants: The document explains the specific warrants (Intracoastal Warrant 1 and 2) and quantifies excluded shares and the hypothetical total of 2,151,177 shares without blocker provisions.
- No sole control: Each Reporting Person reports 0 sole voting power and 0 sole dispositive power; authority is shared.
- Exercise limited by blockers: Intracoastal Warrant 1 and Warrant 2 contain blocker provisions excluding 1,671,598 and 142,778 shares respectively from current ownership calculations.
- Concentration near threshold: The reported 9.99% position sits at a regulatory/ownership threshold, which is material to capital structure and governance considerations.
Insights
TL;DR A near-10% aggregated position is disclosed via warrants; blocker provisions limit immediate exercise and reported ownership.
The filing shows each Reporting Person is attributed 336,801 shares, or 9.99% of Cemtrex common stock on the stated basis. Those shares are tied to a warrant held by Intracoastal and the reporting basis references 3,034,581 shares outstanding following the referenced offering. Important for capital structure analysis are the blocker provisions that exclude large tranches of warrant shares (1,671,598 and 142,778 shares) from the reported beneficial ownership, and the statement that without the blockers the group could be deemed to beneficially own 2,151,177 shares. For valuation and control analysis, note the group reports only shared voting and dispositive power and no sole power.
TL;DR Disclosure documents a significant group stake but shows structural limits on exercising control through blocker provisions and shared authority.
The report is clear on governance-relevant facts: the Reporting Persons are identified, their citizenships and principal business addresses are provided, and ownership is reported as shared voting/dispositive power of 336,801 shares each. Blocker provisions in two warrants explicitly cap potential exercises at 9.99% and 4.99%, which materially constrain the group’s ability to increase voting influence through warrant exercises. The filing is a routine, transparent governance disclosure with material figures for board and investor analysis.