Amendment: SEC Form 10-K/A filed by Cemtrex Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

 

For the fiscal year ended September 30, 2025

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

 

Commission File Number 001-37464

 

 

CEMTREX, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		30-0399914
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

135 Fell Ct. Hauppauge, NY		11788
(Address of principal executive offices)		(Zip code)

 

Registrant telephone number, including area code: 631-756-9116

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share		CETX		The NASDAQ Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐	Accelerated filer ☐	Emerging growth company ☐
Non-accelerated filer ☒	Smaller reporting company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of March 31, 2025, the number of the registrant’s common stock held by non-affiliates of the registrant was 118,982 and the aggregate market value $2,623,509, based on the average bid and asked price of $22.05 on March 30, 2025.

 

As of December 22, 2025, the registrant had 6,911,663 shares of common stock outstanding.

 

 

 

Explanatory Note

 

Cemtrex, Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A to our Report on Form 10-K for the fiscal year ended September 30, 2025 (the “Report”) for the purpose of including Exhibit 97.1, a copy of the Company’s Clawback Policy, as required under SEC Rule 10D-1.

 

As required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Form 10-K/A pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Except as described above, no other amendments are being made to this Report. This Form 10-K/A does not reflect events occurring after the December 29, 2025, filing of our Report or modify or update the disclosure contained in the Report in any way other than as required to reflect the amendments discussed above and reflected below.

 

 

TABLE OF CONTENTS

 

		PART IV		4
ITEM 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.		4

 

 

PART IV

 

ITEM 15 EXHIBITS AND FINANCIAL STATEMENTS

 

(a)		Financial Statements and Notes to the Consolidated Financial Statements
		See Index to Consolidated Financial Statements on page F-1 at beginning of attached financial statements.
(b)		Exhibits

 

Exhibit				Incorporated by Reference		Filed or Furnished
Number		Exhibit Description		Form		Filing Date		Herewith
2.1		Stock Purchase Agreement, dated December 15, 2015		Form 8-K/A		9/26/2016
3.1		Certificate of Incorporation filed with the State of Delaware.		Form 10-12G		5/22/2008
3.2		Bylaws		Form 10-12G		5/22/2008
3.3		Amendment to Certificate of Incorporation		Form 10-12G		5/22/2008
3.4		Amendment to Certificate of Incorporation		Form 10-12G		5/22/2008
3.5		Amendment to Certificate of Incorporation		Form 10-12G		5/22/2008
3.6		Amendment to Certificate of Incorporation		Form 10-12G		5/22/2008
3.7		Amendment to Certificate of Incorporation		Form 8-K/A		8/22/2016
3.8		Amendment to Certificate of Incorporation		Form 8-K		9/30/2024
3.9		Amendment to Certificate of Incorporation		Form 8-K		11/21/2024
3.10		Amendment to Certificate of Incorporation		Form 8-K		9/24/2025
3.11		Certificate of Designation of the Series A Preferred Shares		Form 8-K		9/10/2009
3.12		Certificate of Designation of the Series 1 Preferred Shares		Form 8-K		1/24/2017
3.13		Amendment to Certificate of Incorporation		Form 8-K		9/8/2017
3.14		Certificate of Correction to the Certificate of Amendment		Form 8-K		6/12/2019
3.15		Amended Certificate of Designation of the Series 1 Preferred Shares		Form 8-K		4/1/2020
3.16		Amendment to Certificate of Incorporation		Form 10-K		1/5/2021
3.17		Certificate of Correction to the Certificate of Amendment		Form 10-Q		5/28/2021
3.18		Amendment to Certificate of Incorporation		Form 8-K		1/20/2023
3.19		Amendment to Certificate of Incorporation		Form 8-K		8/2/2024
4.1		Form of Subscription Rights Certificate		Form S-1		8/29/2016
4.2		Form of Series 1 Preferred Stock Certificate		Form S-1/A		11/23/2016
4.3		Form of Series 1 Warrant		Form S-1/A		12/7/2016
4.4		Form of Common Stock Purchase Warrant		Form 8-K		3/22/2019
4.5		Form of Prefunded Warrant		Form 8-K		5/3/2024
4.6		Form of Series A Common Stock Purchase Warrant		Form 8-K		5/3/2024
4.7		Form of Series B Common Stock Purchase Warrant		Form 8-K		5/3/2024
5.1		Opinion of the Doney Law Firm		Form S-1/A		4/30/2024
10.1		Amendment to Loan Documents Between Advanced Industrial Services, Inc. and Fulton Bank, N.A.		Form 10-Q		5/11/2023
10.2		Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022		Form 8-K		11/29/2022
10.3		Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022		Form 8-K		11/29/2022
10.4		Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc. and Saagar Govil, dated November 18, 2022		Form 8-K		11/29/2022
10.5		2020 Equity Compensation Plan		Form S-8		8/17/2020
10.6		Asset Purchase Agreement, dated as of June 7, 2023		Form 8-K		12/6/2023
10.7		Form of Lock-Up Agreement		Form S-1/A		4/30/2024
10.8		Note Purchase Agreement between Cemtrex Inc. and Streeterville Capital, LLC, dated September 30, 2021		Form S-1/A		4/30/2024
10.9		Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated September 14, 2022		Form S-1/A		4/30/2024
10.10		Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated August 30, 2023		Form S-1/A		4/30/2024
10.11		Form of Underwriting Agreement		Form 8-K		5/3/2024
10.12		Standstill Agreement, dated April 30, 2024		Form 8-K		5/1/2024
10.13		Underwriting Agreement, dated May 28, 2025 with Aegis Capital Corp.		Form 8-K		5/29/2025
10.14		Share Purchase Agreement between Cemtrex, Inc, Karl F. Kiefer, and Invocon, Inc.		Form 8-K		11/19/2025
10.15		Securities Purchase Agreement, dated December 11, 2025		Form 8-K		12/11/2025
21.1		Subsidiaries of the Registrant		Form 10-K		12/29/2025
23.1		Consent of Grassi & Co, CPAs, P.C., Independent Registered Public Accounting Firm		Form 10-K		12/29/2025
31.1		Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.						X
31.2		Certification of Interim Chief Financial Officer and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.						X
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.		Form 10-K		12/29/2025
32.2		Certification of Interim Chief Financial Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.		Form 10-K		12/29/2025
97.1		Clawback Policy		Form 10-K/A		4/11/2025
99.1		Order pursuant to Section 8A of the Securities Act – dated September 30, 2022.		Form 8-K		10/4/2022
101.INS		Inline XBRL Instance Document						X
101.SCH		Inline XBRL Taxonomy Extension Schema						X
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase						X
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase						X
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase						X
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase						X
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)						X

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	CEMTREX, INC.
Dated: January 16, 2026	By:	/s/ Saagar Govil
		Saagar Govil,
		Chairman of the Board, CEO,
		President and Secretary (Principal Executive Officer)

 

Dated: January 16, 2026	By:	/s/ Paul J. Wyckoff.
		Paul J. Wyckoff,
		CFO (Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: January 16, 2026	By:	/s/ Saagar Govil.
		Saagar Govil,
		Chairman of the Board, CEO,
		President and Secretary (Principal Executive Officer)

 

Dated: January 16, 2026	By:	/s/ Paul J. Wyckoff.
		Paul J. Wyckoff,
		Interim CFO (Principal Financial and Accounting Officer)

 

Dated: January 16, 2026	By:	/s/ Brian Kwon
		Brian Kwon,
		Director
Dated: January 16, 2026	By:	/s/ Manpreet Singh
		Manpreet Singh,
		Director
Dated: January 16, 2026	By:	/s/ Metodi Filipov
		Metodi Filipov,
		Director