Item 1.01 Entry into a Material Definitive Agreement
On
The Company is not obligated to sell any shares under the Sales Agreement.
Subject to the terms and conditions of the Sales Agreement, A.G.P. will use
commercially reasonable efforts consistent with its normal trading and sales
practices, applicable state and federal law, rules and regulations and the rules
of The Nasdaq Capital Market ("Nasdaq") to sell shares from time to time based
upon the Company's instructions, including any price, time or size limits
specified by the Company. Upon delivery of a placement notice, and subject to
the Company's instructions in that notice, and the terms and conditions of the
Sales Agreement generally, A.G.P. may sell the Common Stock by any method
permitted by law deemed to be an "at the market offering" as defined by Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended. A.G.P.'s
obligations to sell shares under the Sales Agreement are subject to satisfaction
of certain conditions, including the effectiveness of the registration statement
on Form S-3 (the "Registration Statement") filed by the Company with the
Shares of Common Stock will be offered and sold pursuant to the Company's
registration statement on Form S-3,filed with the
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as an exhibit to the Registration Statement and incorporated by reference into this Item 1.01.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.01 Sales Agreement, datedJuly 20, 2020 , by and betweenCemtrex, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.02 of the Company's Registration Statement on Form S-3 filed with theSEC onJuly 21, 2020 )
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