– Cemtrex, Inc. (Nasdaq: CETX) (the “Company”), an advanced
security technology and industrial services company, today
announced the pricing of a firm commitment underwritten public
offering with gross proceeds to the Company expected to be
approximately $10 million, before deducting underwriting discounts
and other estimated expenses payable by the Company. The offering
was upsized from $9 million. The base offering consists of
11,764,705 Common Units or Pre-Funded Units, each consisting of one
share of common stock (“Common Share”) or one Pre-Funded Warrant,
one Series A Warrant to purchase one Common Share at an exercise
price of $0.85 per share or pursuant to an alternative cashless
exercise option, which warrant will expire two-and-a-half years
from the closing date of this offering (the “Series A Warrant”) and
one Series B Warrant to purchase one Common Share at an exercise
price of $0.85 per share, which warrant will expire on the
five-year anniversary of the closing date of this offering (the
“Series B Warrants” and together with the Series A Warrants, the
“Warrants”). The purchase price of each Common Unit is $0.85, and
the purchase price of each Pre-Funded Unit is $0.849 (which is
equal to the public offering price per Common Unit minus $0.001).
The Pre-Funded Warrants will be immediately exercisable and may be
exercised at any time until all the Pre-Funded Warrants are
exercised in full.
The Company intends to use the net proceeds from this
offering to conduct operations, increase marketing efforts,
investment in existing business initiatives and products, and for
the partial repayment of indebtedness. The Company may also use a
portion of the net proceeds of this offering to acquire or invest
in complementary businesses, products, or technologies, or to
obtain the right to use such complementary technologies.
In addition, the Company has granted Aegis Capital Corp. a
45-day option to purchase additional Common Shares and/or Warrants,
representing up to 15% of the number of securities sold in the
offering, solely to cover over-allotments, if any.
The closing of the offering is expected to occur on May 3, 2024,
subject to customary closing conditions.
Aegis Capital Corp. is acting as the sole book-running
manager for the Offering. The Doney Law Firm is serving as counsel
to the Company for the offering. Kaufman & Canoles, P.C. is
serving as counsel to Aegis Capital Corp. for the
offering.
The offering was made pursuant to an effective registration
statement on Form S-1 (No. 333-276556) previously filed with the
U.S. Securities and Exchange Commission (the “SEC”) and declared
effective by the SEC on April 30, 2024. A preliminary prospectus
(the “Preliminary Prospectus”) describing the terms of the proposed
offering was filed with the SEC and is available on the SEC’s
website located at www.sec.gov. A final prospectus (the “Final
Prospectus”) relating to and describing the terms of the offering
will be filed with the SEC and will be available on the SEC’s
website located at www.sec.gov. Electronic copies of the
Preliminary Prospectus and Final Prospectus, when available, may be
obtained by contacting Aegis Capital Corp., Attention: Syndicate
Department, 1345 Avenue of the Americas, 27th floor, New York, NY
10105, by email at syndicate@aegiscap.com, or by telephone at (212)
813-1010. Before investing in this offering, interested parties
should read in their entirety the registration statement and the
Preliminary Prospectus and the other documents that the Company has
filed with the SEC that are incorporated by reference in such
registration statement and the Preliminary Prospectus, which
provide more information about the Company and the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Cemtrex
Cemtrex Inc. (CETX) is a company that owns two operating
subsidiaries: Vicon Industries, Inc. (“Vicon”) and Advanced
Industrial Services, Inc. (“AIS”).
Vicon is a global leader in advanced security and surveillance
technology to safeguard businesses, schools, municipalities,
hospitals and cities. Since 1967, Vicon has delivered
mission-critical security surveillance systems, specializing in
engineering complete security solutions that simplify deployment,
operation and ongoing maintenance. Vicon provides security
solutions for some of the largest municipalities and businesses in
the U.S. and around the world, offering a wide range of
cutting-edge and compliant security technologies, from AI-driven
video analytics to fully integrated access control solutions. For
more information visit www.vicon-security.com.
AIS is a premier provider of industrial contracting services
including millwrighting, rigging, piping, electrical, welding. AIS
installs high precision equipment in a wide variety of industrial
markets including automotive, printing & graphics, industrial
automation, packaging, and chemicals. AIS owns and operates a
modern fleet of custom-designed specialty equipment to assure safe
and quick installation of production equipment. AIS staff
participates in recurring instructional training, provided to
ensure that the most current industry methods are being utilized to
provide an efficient and safe working environment. For more
information visit www.ais-york.com.
For more information visit www.cemtrex.com.
Forward-Looking Statements
The information contained herein may contain “forward-looking
statements.” Forward-looking statements reflect the current view
about future events. When used in this press release, the words
“anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan,” or the negative of these terms and similar expressions, as
they relate to the Company or its management, identify
forward-looking statements. Such statements include, but are not
limited to, statements contained in this press release relating to
the closing of the offering. Forward-looking statements are based
on the Company’s current expectations and assumptions regarding its
business, the economy, and other future conditions. In this press
release, such forward-looking statements include statements
regarding the anticipated use of proceeds from the offering.
Because forward–looking statements relate to the future, they are
subject to inherent uncertainties, risks, and changes in
circumstances that are difficult to predict, many of which are
beyond the control of the Company, including those set forth in the
Risk Factors section of the Preliminary Prospectus. The Company’s
actual results may differ materially from those contemplated by the
forward-looking statements. They are neither statements of
historical fact nor guarantees of assurance of future performance.
Readers are cautioned against relying on any of these
forward-looking statements. Factors or events that could cause the
Company’s actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them. The
Company cannot guarantee future results, levels of activity,
performance, or achievements. Except as required by applicable law,
including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements.
References and links to websites have been provided as a
convenience, and the information contained on such websites is not
incorporated by reference into this press release.
Company Contact:
Investor Relations
Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235
CETX@mzgroup.us
www.mzgroup.us
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