Amendment: Cemtrex Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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(Amendment No. 1)
CURRENT REPORT
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THE SECURITIES EXCHANGE ACT OF 1934
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CURRENT REPORT ON FORM 8-K
Cemtrex, Inc.
Explanatory Note
As required by Regulation S-X, this Amendment No. 1 to the Original Form 8-K (this “Current Report”) is being filed with the SEC to include (I) the (x) audited financial statements of Invocon as of, and for the fiscal year ended, December 31, 2024, and the accompanying notes, (y) unaudited financial statements of Invocon, for the nine months ended September 30, 2025, and the accompanying notes, (ii) the unaudited proforma financial information with respect to the acquisition of Invocon, and certain other related changes to Item 9.01 of the Original Form 8-K. Please refer to the Original Form 8-K for a summary of the acquisition and the material terms of the Asset Purchase Agreement.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed on November 19, 2025, on November 13, 2025, Cemtrex, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with Karl F. Kiefer, an individual resident of Texas (the “Seller”), and Invocon, Inc., a Texas corporation (“Invocon”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares of Invocon for a purchase price of $7,060,000 in cash.
As previously disclosed in the Current Report on Form 8-K filed on January 8, 2026, on January 8, 2026, the Company completed the acquisition of Invocon. As a result of the transaction, Invocon became a wholly owned subsidiary of the Company. The purchase price of $7,060,000 was paid in cash at closing.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of the Original Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired. |
In accordance with Item 9.01(a) of Form 8-K, (i) audited financial statements as of, and for the fiscal year ended, December 31, 2024, and the accompanying notes, and (ii) unaudited financial statements as of September 30, 2025, and for the nine months ended September 30, 2025, and the accompanying notes, are included in this Current Report as Exhibits 99.1 and 99.2, respectively.
| (b) | Proforma Financial Information. |
In accordance with Item 9.01(b) of Form 8-K, the Company’s unaudited proforma financial information with respect to the acquisition of Invocon is included in this Current Report as Exhibit 99.3.
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 23.1 | Consent of Grassi & Co. CPAs P.C., independent registered public accounting firm. | |
| 99.1 | Invocon Inc. audited financial statements as of and for the year ended, December31, 2024, and the accompanying notes. | |
| 99.2 | Invocon Inc. unaudited financial statements as of and for the nine months ended September 30, 2025, and the accompanying notes. | |
| 99.3 | Cemtrex, Inc. unaudited proforma condensed combined financial information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEMTREX, INC. | ||
| Date: March 24, 2026 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President and Chief Executive Officer | ||
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