Sec Form 13G Filing - Ayrton Capital LLC filing for CEMTREX INC (CETXP) - 2020-06-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.1)*

 

Cemtrex Inc

(Name of Issuer)

 

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

 

15130G303

(CUSIP Number)

 

June 4, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[  ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[  ]

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  

CUSIP No. 15130G303

 

1.	Names of Reporting Persons
	Waqas Khatri
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [  ]
	(b) [  ]
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Pakistan

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power	13,889
	6.	Shared Voting Power	0
	7.	Sole Dispositive Power	13,889
	8.	Shared Dispositive Power	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	13,889
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)
	.11%
12.	Type of Reporting Person (See Instructions)
	IN

 

*

Ownership information above is as of the close of business on June 8, 2020, the business day before the date of filing of this Schedule 13G.

 

 

CUSIP No. 15130G303

 

1.	Names of Reporting Persons
	Ayrton Capital LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [  ]
	(b) [  ]
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Delaware, U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power	13,889
	6.	Shared Voting Power	0
	7.	Sole Dispositive Power	13,889
	8.	Shared Dispositive Power	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	13,889
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)
	.11%
12.	Type of Reporting Person (See Instructions)
	OO

 

*

Ownership information above is as of the close of business on June 8, 2020, the business day before the date of filing of this Schedule 13G.

 

 

CUSIP No. 15130G303

 

1.	Names of Reporting Persons
	Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [  ]
	(b) [  ]
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power	13,889
	6.	Shared Voting Power	0
	7.	Sole Dispositive Power	13,889
	8.	Shared Dispositive Power	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	13,889
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)
	.11%
12.	Type of Reporting Person (See Instructions)
	CO

 

*

Ownership information above is as of the close of business on June 8, 2020, the business day before the date of filing of this Schedule 13G.

  

 

Item 1.

 

	(a)	The name of the issuer is Cemtrex Inc (the “Issuer”).
	(b)	The principal executive offices of the Issuer are located at 276 Greenpoint Avenue, Suite 208, Brooklyn, NY 11101.

 

Item 2.

 

	(a)	This statement (this “Statement”) is being filed by: (1) Waqas Khatri; (2) Ayrton Capital LLC, a Delaware limited liability company (the “Investment Manager”); and (3) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, a Cayman Islands exempted company (the “Fund”) (all of the foregoing, collectively, the “Reporting Persons”). The Fund is a private investment vehicle. The Fund directly owns the Common Stock (as defined below) reported in this Statement. Mr. Khatri and the Investment Manager may be deemed to beneficially own the Common Stock owned directly by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Reporting Person.
	(b)	The principal business office of the Reporting Persons is 222 Broadway, 19th Floor, New York, NY 10038.
	(c)	For citizenship information see Item 4 of the cover page of each Reporting Person.
	(d)	This Statement relates to the Ordinary Shares, $0.001 par value per share, of the Issuer (the “Ordinary Shares”).
	(e)	The CUSIP Number of the Ordinary Shares is 15130G303.

 

Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	[  ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[  ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[  ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[  ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	[  ]	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
	(f)	[  ]	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
	(g)	[  ]	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
	(h)	[  ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[  ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[  ]	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	[  ]	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________

 

Item 4. Ownership.

 

See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on June 8, 2020, the business day before the date of filing of this Schedule 13G and is also accurate as of the Event Date of June 4, 2020 As of the Event Date of June 4, 2020, the Fund owned 763,889 shares of Common Stock, representing 5.84% of all outstanding shares of Common Stock.

 

The percentage ownership of each Reporting Person is based on13,072,057 Ordinary Shares outstanding as of June 2, 2020, as reported by the Issuer in its Form 424B5 filed with the Securities and Exchange Commission on June 3, 2020.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

	(a)	Not applicable.
	(b)	Not applicable.
	(c)	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 9, 2020	Ayrton Capital LLC
	By:	/s/ Waqas Khatri
	Name:	Waqas Khatri
	Title:	Managing Member
	Alto Opportunity Master Fund SPC – Segregated Master Portfolio B
	By:	/s/ Waqas Khatri
	Name:	Waqas Khatri
	Title:	Managing Member
	Ayrton Capital LLC
	By	Waqas Khatri
	By:	/s/ Waqas Khatri
	Name:	Waqas Khatri
	Title:	Managing Member

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

EXHIBIT INDEX

 

Exhibit No.		Document
1		Joint Filing Agreement