What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-01-21 compared with 2021-01-05 · 41 added, 328 removed, 16 unchanged (96% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s Common Stock currently trades on the NASDAQ Capital Markets under the symbol “CETX”.

of December 30, 2019, the Company had 68 shareholders of record.

This amount does not take into account shareholders whose

shares are held in “street name”

by brokerage houses or other intermediaries.

Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 and 40,000,000 shares of common

stock, $0.001 par value per share.

On December 30, 2020, there were 17,968,177 shares of common stock issued and outstanding,

1,000,000 shares of Series A preferred stock issued and outstanding, and 2,264,953 shares of Series 1 preferred stock issued and

outstanding, and 100,000 shares of Series C preferred stock issued and outstanding.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s Common Stock currently trades on the NASDAQ Capital Markets under the symbol “CETX”.

of January 20, 2022, the Company had 65 shareholders of record.

This amount does not take into account shareholders whose shares

are held in “street name” by brokerage houses or other intermediaries.

Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 and 50,000,000 shares of common stock, $0.001 par

value per share.

On January 20, 2022, there were 23,673,210 shares of common stock issued and outstanding, 1,979,753 shares of

Series 1 preferred stock issued and outstanding, and 50,000 shares of Series C preferred stock issued and outstanding.

price ranges presented below represent the highest and lowest quoted bid prices during the calendar quarters for 2019, 2020 and 2021

reported by the exchange.

The quotes represent prices between dealers and do not reflect mark-ups, markdowns or commissions

and therefore may not necessarily represent actual transactions.

The quotes represent prices between dealers and do not reflect mark-ups, markdowns or commissions and therefore

may not necessarily represent actual transactions.

Fiscal Period

reported by NASDAQ Capital Markets, on December 29, 2020 the closing sales price of the Company’s Common Stock was

$1.31 per share.

reported by NASDAQ Capital Markets, on January 20, 2022, the closing sales price of the Company’s Common Stock was $0.79

board of directors declared a one-time cash dividend on our common stock in April 2017.

The terms of our series 1 preferred stock

provide for the payment of semiannual dividends on the last day of March and September in each year, which began in March 2017.

No other cash dividends have been declared or paid by us on our stock during either of the two most recent fiscal years or the

period through the date of this prospectus.

Other than with respect to our series 1 preferred stock, our board of directors declares

dividends when, in its discretion, it determines that a dividend payment, as opposed to another use of cash, is in the best interests

of the stockholders.

Such decisions are based on the facts and circumstances then existing including, without limitation, our

results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors

our board of directors deems relevant.

As a result, we cannot predict when, or whether, another dividend on our common stock will

be declared in the future.

The terms of our series 1 preferred stock provide

for the payment of semiannual dividends on the last day of March and September in each year, which began in March 2017.

No other cash

dividends have been declared or paid by us on our stock during either of the two most recent fiscal years or the period through the date

of this prospectus.

Other than with respect to our series 1 preferred stock, our board of directors declares dividends when, in its discretion,

it determines that a dividend payment, as opposed to another use of cash, is in the best interests of the stockholders.

Such decisions

are based on the facts and circumstances then existing including, without limitation, our results of operations, financial condition,

contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

we cannot predict when, or whether, another dividend on our common stock will be declared in the future.

Authorized for Issuance under Equity Compensation Plans

1 unchanged sentence

Plan category

Number of Common Stock

Shares to be Issued upon Exercise of Outstanding Options

Weighted Average Exercise

Price of Outstanding

Number of Securities Remaining

Available for Future Issuance under Plans (1)

Number of Common Stock Shares to be Issued upon Exercise of Outstanding Options

Weighted Average Exercise Price of Outstanding

Number of Securities Remaining Available for Future Issuance under Plans (1)

Approved by security holders

1 unchanged sentence

Not approved by security holders

See more detailed

information regarding our equity compensation plans in the Notes to Consolidated Financial Statements in this 2020 Form 10-K.

more detailed information regarding our equity compensation plans in the Notes to Consolidated

Financial Statements in this 2021 Form 10-K.

Sales of Unregistered Securities

information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during

the reporting period which were not previously included in an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current

Report on Form 8-K.

the fiscal year ended September 30, 2020, 217,099 shares of Series 1 Preferred Stock were issued to pay $2,089,540 worth

of dividends to holders of Series 1 Preferred Stock.

For the fiscal years ended September 30, 2020, the Company purchased 235,133

shares of its Series 1 Preferred Stock on the open market at an average price per share of $1.92, for an aggregate cost of approximately

$338,774, as part of its ongoing share repurchase program announced earlier.

The Company retired 171,033 shares worth $190,484

during fiscal 2020.

the fiscal year ended September 30, 2020, we issued 6,530,473 shares of common stock to satisfy $8,737,125 of notes payable and

accumulated interest.

fiscal year 2020, the Company issued 513,358 shares in exchange for $532,788 worth of goods and services.

the year ended September 30, 2020, 100,000 shares of Series C Preferred Stock were issued to Aron Govil, former Executive former

Director and CFO of the Company as part of his employment agreement.

In order to determine the fair market value of these shares

the Company used the closing price of its Series 1 preferred stock of $0.95 on October 3, 2019.

On July 10, 2020, Aron Govil transferred

50,000 shares of the Series C Preferred Stock to Saagar Govil.

November 3, 2020, the Company issued 345,648 shares of common stock to satisfy $323,517 worth of notes payable and accumulated

information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting

period which were not previously included in an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K.

the fiscal year ended September 30, 2021, 198,316 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series

1 Preferred Stock.

The Company retired 469,949 shares worth $1,051,793 during fiscal 2021.

the fiscal year ended September 30, 2021, we issued 3,159,655 shares of common stock to satisfy $5,025,651 of notes payable

and accumulated interest.

the year ended September 30, 2021, 50,000 shares of Series C Preferred Stock, and 1,000,000 shares of Series A Preferred Stock were retired.

October 2021, 2,891,016 shares of common stock were issued to satisfy $2,466,478 of notes payable and accumulated interest.

securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder.

1 unchanged sentence

their intention to acquire the securities for investment only and not with a view towards distribution.

The investors were given

adequate information about us to make an informed investment decision.

The investors were given adequate

information about us to make an informed investment decision.

We did not engage in any general solicitation or advertising.

We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted

June 14, 2017, our Registration Statement on Form S-3 (File No.

333-218501) was declared effective by the SEC for our universal

shelf registration statement.

The universal shelf registration statement permitted the Company to offer and sell, from time to

time, on a continuous or delayed basis in the future, up to $20 million of equity, debt or other types of securities described

in the shelf registration statement, or any combination of such securities, in one or more future public offerings.

registration statement expired on June 14, 2020.

During effectiveness, the Company offered and sold the following securities in

fiscal year 2020:

December 4, 2019, the Company entered into a Subscription Agreement relating to the public offering of 338,393 shares of the Company’s

common stock, par value $0.001 per share, all of which were sold by the Company to an accredited investor.

The offering price

of the shares was $1.12 per share for gross proceeds of $379,000.

After deducting offering expenses of $18,950 the Company received

$360,050 in net proceeds.

January 24, 2020, the Company entered into a Subscription Agreement relating to the public offering of 500,000 shares of the Company’s

common stock, par value $0.001 per share, all of which were sold by the Company to an accredited investor.

The offering price

of the shares was $1.50 per share for gross proceeds of $750,000.

After deducting offering expenses of $37,500 the Company received

$712,500 in net proceeds.

February 26, 2020, the Company entered into a Subscription Agreement relating to the public offering of 347,000 shares of the

Company’s common stock, par value $0.001 per share, all of which were sold by the Company to an accredited investor.

offering price of the shares was $1.30 per share for gross proceeds of $451,100.

After deducting offering expenses of $2,500 the

Company received $448,600 in net proceeds.

June 1, 2020, the Company entered into a Subscription Agreement relating to the public offering of 3,055,556 shares of the Company’s

common stock, par value $0.001 per share, all of which were sold by the Company to accredited investors.

The offering price of

the shares was $1.80 per share for gross proceeds of $5,500,000.

After deducting offering expenses of $395,000 the Company received

$5,105,000 in net proceeds.

June 9, 2020, the Company entered into a Subscription Agreement relating to the public offering of 2,402,923 shares of the Company’s

common stock, par value $0.001 per share, all of which were sold by the Company to accredited investors.

The offering price of

the shares was $2.24 per share for gross proceeds of $5,382,548.

After deducting offering expenses of $386,778 the Company received

$4,995,769 in net proceeds.

August 3, 2020, the Company announced that its new universal shelf registration statement on Form S-3 was declared effective by

the Securities and Exchange Commission.

The universal shelf registration statement permits the Company to offer and sell, from

time to time, on a continuous or delayed basis in the future, up to $50 million of equity, debt or other types of securities described

in the shelf registration statement, or any combination of such securities, in one or more future public offerings, along with

a sales agreement prospectus covering the offer, issuance and sale by us of up to a maximum aggregate offering price of up to

$20,000,000 of our common stock that may be issued and sold from time to time under a sales agreement with A.G.P / Alliance Global

Partners (the “Sales Agreement”).

The shelf registration statement replaces the shelf registration statement on Form

S-3 which was declared effective on June 14, 2017 and which has expired.

Company believes that the shelf registration statement and Sales Agreement provides it with continued financial flexibility pursuant

to the sale of the registered securities, from time to time.

If and when the Company offers any securities under the registration

statement, the Company will prepare and make available a prospectus supplement that includes the specific terms of the securities

being offered, the use of proceeds and other terms of the offering.

our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

SELECTED FINANCIAL DATA

required under Regulation S-K for “smaller reporting companies

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and

uncertainties.

When used in this report, words such as “anticipates”, “believes”, “could”,

“estimates”, “expects”, “may”, “plans”, “potential”

and “intends”

and similar expressions, as they relate to the Company or its management, identify forward-looking statements.

Such forward-looking

statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently

available to the Company’s management.

Among the factors that could cause actual results to differ materially are the following:

the effect of business and economic conditions;

the impact of competitive products and their pricing;

unexpected manufacturing

or supplier problems;

the Company’s ability to maintain sufficient credit arrangements;

changes in governmental standards

by which our environmental control products are evaluated and the risk factors reported from time to time in the Company’s

SEC reports, including this report on Form 10-K.

The Company undertakes no obligation to update forward-looking statements as

a result of future events or developments.

was incorporated in 1998, in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading

multi-industry technology company.

The Company has expanded in a wide range of sectors, including smart technologies, virtual

and augmented realities, industrial solutions, and intelligent security systems.

are a diversified company that predominantly operates in the United States.

We believe our diversity of business segments, and

the breadth of our product and services portfolios, have helped mitigate the economic impact of any one particular industry sector

or any single region on our consolidated operating results and we expect the same in the future.

We believe growth for our products

and services is driven by the increasing demand for newer technology products and overall industrial economic growth.

stimulate investment in new consumer and industrial products with related infrastructure, and in upgrades of existing facilities.

We continue to focus on revenue growth, market expansion and increasing profitability by expanding our presence in emerging technologies.

Our outlook is to continue expanding our scope of technology, products, and services horizontally through selective acquisitions

and the formation of new business units by leveraging our technical and financial resources.

Impacts of COVID-19 on our Business

current COVID-19 pandemic has impacted our business operations and the results of our operations in this fiscal year, primarily

with delays in expected orders by many customers and new product development, including newer versions of surveillance software

since our technical facility in Pune, India has been under lock down.

Overall bookings level in the IS segment of our business

is down by more than 20%, however our AT segment has experienced relatively less slow down.

In addition, due to delays in certain

supply chain areas, the expected launch times of our new products and new versions has resulted in delays of several months.

broader implications of COVID-19 on our results from operations going forward remains uncertain.

The COVID-19 pandemic has the

potential to cause adverse effects to our customers, suppliers or business partners in locations that have or will experience

more pronounced disruptions, which could result in a reduction to future revenue and manufacturing output as well as delays in

our new product development activities.

However, on the other hand, opportunities in the video surveillance field have been growing

for Vicon products.

extent of the pandemic’s effect on our operational and financial performance will depend in large part on future developments,

which cannot be reasonably estimated at this time.

Future developments include the duration, scope and severity of the pandemic,

the actions taken to contain or mitigate its impact both within and outside the jurisdictions where we operate, the impact on

governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity.

Due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we are unable to predict with any confidence

the likely impact of the COVID-19 pandemic on our future operations.

intend to continue utilizing our resource capabilities to deliver exceptional value for our customers, shareholders, and employees.

Our focus is to grow in markets where we see significant long-term opportunity to create an attractive return on shareholder equity.

We leverage our engineering, manufacturing expertise and strong customer relationships to develop new cutting-edge technologies

and advanced products that solve technological challenges faced by our customers.

We thoroughly analyze new product opportunities

by considering projected demand for the product or service, and expected operating costs, and then only pursue those opportunities

which we believe will contribute to earnings growth in the future.

In addition, we believe our senior management team has substantial

business and technical experience to enable us to pursue our business strategies.

Company believes its ability to attract and retain new customers comes from their ongoing commitment to understanding its customers’

business performance requirements and our expertise in meeting or exceeding these requirements and enhancing their competitive

edge through cutting edge technology.

We work closely with our customers from an operational and senior executive level to achieve

a deep understanding of our customer’s goals, challenges, strategies, operations, and products to ultimately provide the

best solutions for them.

continue to seek and execute additional strategic acquisitions and focus on expanding our products and services as well as entering

into new markets.

We believe that the diversity of our products & services and our ability to deliver full solutions to a

variety of end markets provides us with multiple sources of stable growth and a competitive advantage relative to other players

in the industry.

We constantly look for opportunities to gain new customers and penetrate geographic locations and end markets

or acquire new product or service opportunities through acquisitions that are operationally and financially beneficial for the

However, there can be no assurance that we will succeed in our strategies.

the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS).

Technologies (AT)

Cemtrex’s

Advanced Technologies segment delivers cutting-edge technologies in the Internet of Things (IoT) and Smart Devices, such as the

Through the Company’s advanced engineering and product design, the Company delivers Virtual Reality (VR) and

Augmented Reality (AR) solutions that provide higher productivity, progressive design and impactful experiences for consumer products,

and various commercial and industrial applications.

The Company is in the process of developing virtual reality applications

for commercialization over the next couple years.

AT business segment also includes the Company’s majority owned subsidiary, Vicon Industries, which provides end-to-end security

solutions to meet the toughest corporate, industrial and governmental security challenges.

Vicon’s products include browser-based

Video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect

of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal

and state government offices.

Vicon provides cutting edge, mission critical security and video surveillance solutions utilizing

Artificial Intelligence (AI) based data algorithms.

Services (IS)

Cemtrex’s

IS segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection,

relocation, and disassembly to diversified customers.

We install high precision equipment in a wide variety of industrial markets

like automotive, printing & graphics, industrial automation, packaging, and chemicals among others.

We are a leading provider

of reliability-driven maintenance and contracting solutions for the machinery, packaging, printing, chemical, and other manufacturing

The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production

from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and

high-quality scaffolding.

Accounting Policies and Estimates

following discussion and analysis is based upon our consolidated financial statements which have been prepared in accordance with

accounting principles generally accepted in the United States of America.

The preparation of our financial statements requires

management to make estimates and assumptions that affect the reported amounts of revenues and expenses, and assets and liabilities

during the periods reported.

Estimates are used when accounting for certain items such as revenues, allowances for returns, early

payment discounts, customer discounts, doubtful accounts, employee compensation programs, depreciation and amortization periods,

taxes, inventory values, and valuations of investments, goodwill, other intangible assets and long-lived assets.

We base our estimates

on historical experience, where applicable and other assumptions that we believe are reasonable under the circumstances.

results may differ from our estimates under different assumptions or conditions.

see Note 2 for detailed information regarding our significant accounting policies and estimates in the Notes to Consolidated Financial

Statements in this 2020 Form 10-K.

of Operations - For the fiscal years ending September 30, 2020 and 2019

revenue for the years ended September 30, 2020 and 2019 was $43,518,384 and $39,265,041, respectively, an increase of $4,253,343,

Comprehensive net loss for the years ended September 30, 2020 and 2019 was a $13,082,711 and $23,051,140, respectively,

a decrease of $9,968,429 or 43%.

Total revenue for the fiscal year increased, as compared to total revenue in the

same period last year, due to sales increases in the Advanced Technology Segment.

Net loss decreased due to the sale of discontinued

operations of the Electronics Manufacturing Segment and our Environmental Products lines in fiscal year 2019.

For the year ended

September 30, 2020 the Company had a loss of $812,895 on discontinued operations and for the year ended September 30, 2019, the

Company had a loss of $10,559,963 on discontinued operations.

Advanced Technologies segment revenues for the years ended September 30, 2020 and 2019 were $25,750,684 and $19,268,687, respectively,

an increase of $6,481,997 or 34%.

This increase represents the increase in demand for technology and security products during

the fiscal year as well as the consolidation of Vicon.

Industrial Services segment revenues for the year ended September 30, 2020 decreased by $2,228,654 or 11%, to $17,767,700 from

$19,996,354 for the year ended September 30, 2019.

The decrease was primarily due to the decrease in demand for services due to

the COVID-19 crisis.

Profit for the year ended September 30, 2020 was $19,364,447 or 44% of revenues as compared to gross profit of $15,562,674 or

40% of revenues for the year ended September 30, 2019.

The increase in gross profit percentage in the year ended September 30,

2020, as compared to the prior year, was a result of the sale of products and services with higher profit margins.

and Administrative Expenses

and Administrative Expenses for the year ended September 30, 2020 increased $42,521 or less than 1% to $21,570,666 from $21,528,145

for the year ended September 30, 2019.

The increases in General and Administrative Expenses in dollars is the result of

increases in personnel costs and insurance, offset by savings measures enacted during the fiscal year.

and Development Expenses

and Development expenses for the year ended September 30, 2020 and 2019 were $1,827,286 and $1,481,879, respectively.

and Development expenses have increased with the increased capital resources of the Company and focus on new product development.

Income/(Expense)

and other income/(expense) for fiscal 2020 was $(2,786,424) as compared to $(5,190,987) for fiscal 2019.

For fiscal year

2020 other income/(expense) was due was primarily due to interest on notes payable offset by income on the sale of marketable

for Income Taxes

the fiscal year of 2020 we recorded an income tax expense of $2,073,835 compared

to a benefit of $1,335,584 for the fiscal year of 2019.

The increase in the provision for income tax is mainly due to

the increase in the valuation allowance in the Company’s deferred taxes.

Income/(Loss)

Company had a net loss of $9,933,775 or 23% of revenues, for the year ended September 30, 2020 as compared to a

net loss of $22,364,941 or 57% of revenues, for the year ended September 30, 2019.

Net loss in this period as compared

to the previous period was lower due to the discontinued operations of the Environmental Products business and its Electronics

Manufacturing Segment.

For the year ended September 30, 2020 the Company had a loss of $812,895 on discontinued operations and

for the year ended September 30, 2019, the Company had a gain of $10,559,963 on discontinued operations.

Company’s business and operations have not been materially affected by inflation during the periods for which financial

information is presented.

and Capital Resources

capital was $23,285,122 at September 30, 2020 compared to $3,240,348 at September 30, 2019.

This includes cash and cash

equivalents and restricted cash of $21,072,859 at September 30, 2020 and $2,858,085 at September 30, 2019, respectively.

The increase in working capital was primarily due to the increase in the Company’s current assets of $19,184,125 and

a decrease in the Company’s current liabilities of $860,649.

The primary reason for the increase in current

assets was the cash raised by equity offerings during the fiscal year and the primary reason for the decrease in current liabilities

was the decrease in the Company’s accounts payable balance.

receivable increased by $277,813 or 4% to $6,686,797 at September 30, 2020 from $6,458,984 at September 30, 2019.

in accounts receivable is mainly due to the increase in revenue over that past fiscal year.

increased by $1,586,651 or 30% to $6,793,806 at September 30, 2020 from $5,207,155 at September 30, 2019.

The increase in inventories

is attributable to the company’s purchase of inventory for its security business to maintain sufficient stock on hand for

activities for continuing operations used $3,280,162 for the year ended September 30, 2020 compared to using $3,571,616

of cash for the year ended September 30, 2019.

Operating activities for discontinued operations used $812,895 and provided

$7,507,090 of cash for the year ended September 30, 2020 and 2019, respectively.

activities for continuing operations provided $764,552 of cash during the year ended September 30, 2020 compared to using

$2,043,771 during the year ended September 30, 2019.

In fiscal 2019 discontinued operations provided $8,883,541 of cash.

activities for continuing operations provided $21,520,985 for the year ended September 30, 2020 as compared to using $2,391,839

in the year ended September 30, 2019.

In fiscal 2020 our financing activities were mainly comprised of the proceeds from subscription

rights offering and notes payable offset by payments on our debt.

In fiscal 2019 discontinued operations used $9,465,508.

believe that our cash on hand and cash generated by operations is sufficient to meet the capital demands of our current operations

during the 2021 fiscal year (ending September 30, 2021).

Any major increases in sales, particularly in new products, may require

additional capital investment.

Failure to obtain sufficient capital could materially adversely impact our growth potential.

there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise

will be sufficient to meet our expansion goals and working capital needs.

have on file with the SEC a shelf registration statement that became effective on August 3, 2020.

The universal shelf registration

statement permits the Company to offer and sell, from time to time, on a continuous or delayed basis in the future, up to $50

million of equity, debt or other types of securities described in the shelf registration statement, or any combination of such

securities, in one or more future public offerings, along with a sales agreement prospectus covering the offer, issuance and sale

by us of up to a maximum aggregate offering price of up to $20,000,000 of our common stock that may be issued and sold from time

to time under a Sales Agreement.

We have sold no shares under this registration statement and there is no guarantee that we will

be able to or raise capital in such amounts as is necessary for our existing or future operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

required under Regulation S-K for “smaller reporting companies”.

required under Regulation S-K for “smaller reporting companies

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity