Cemtrex, Inc. Announces $2 Million Registered Direct Offering

Rhea-AI Summary

Cemtrex (NASDAQ: CETX) entered a definitive agreement for a $2.0 million registered direct offering of approximately 666,667 shares at $3.00 per share with a single institutional investor. The offering is expected to close on or about Dec 11, 2025, subject to customary closing conditions. Net proceeds are intended for general corporate purposes, including working capital and potential acquisitions. The sale is being made under an effective Form S-3 shelf registration declared effective Feb 3, 2025, and a prospectus supplement will be filed with the SEC.

Positive

• Gross proceeds of $2.0 million expected
• Offered price fixed at $3.00 per share
• Offering uses include working capital and acquisitions

Negative

• Sale of 666,667 shares results in immediate shareholder dilution
• Single institutional investor concentration could affect secondary demand

Key Figures

Gross proceeds $2 million Registered direct offering

Shares offered 666,667 shares Registered direct offering

Offering price $3 per share Registered direct offering

Market Reality Check

$2.40 Last Close

Volume Volume 4,037,503 is below 20-day average 7,664,934 (relative volume 0.53). low

Technical Price $4.12 is trading below 200-day MA of $15.28, after a -8.24% day.

Peers on Argus

Peers show mixed moves: RVYL up 10.48%, while TAOP, BNAI, and OLB are modestly down, suggesting CETX’s move is stock-specific.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 20	Acquisition agreement	Positive	-21.8%	Definitive agreement to acquire Invocon to build Aerospace & Defense segment.
Aug 25	Acquisition plans	Positive	+7.6%	LOIs for two acquisitions projected to add revenue and operating income.
Aug 14	Earnings update	Positive	-5.2%	Q3 2025 revenue growth, margin improvement, and operating income turnaround.
Aug 13	New contracts	Positive	+0.8%	Announcement of $1.3M in new contracts across security and industrial units.
Aug 01	Shareholder update	Positive	-10.8%	Growth-focused update on Vicon, AIS, blockchain initiatives, and revenue targets.

Pattern Detected

Recent history shows several instances where seemingly positive corporate updates were followed by negative price reactions, indicating a tendency toward downside divergence on good news.

Recent Company History

Over the last few months, Cemtrex has focused on growth through acquisitions and expanding its security and industrial services businesses. It agreed to acquire Invocon for $7.06 million to create an Aerospace & Defense segment and previously signed letters of intent for two strategic acquisitions expected to add $15–18 million in annual revenue. Strong Q3 2025 results, improved margins, and multiple new contracts were also reported. The current capital raise adds to this sequence of growth-oriented but often market-challenged announcements.

Market Pulse Summary

The stock dropped -15.5% in the session following this news. A negative reaction despite the cash inflow fits a pattern where Cemtrex announcements, even when operationally positive, were followed by downside. Investors have previously reacted unfavorably around offering-related headlines, as seen in past 2025 capital raises. Repeated equity issuance and a price already trading well below the 200-day MA of $15.28 could have amplified concerns about dilution and balance sheet pressures.

Key Terms

registered direct offering financial

"announced that it has entered into a definitive agreement for the purchase"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"The offering is being made pursuant to an effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3 (No. 333-283995)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

u.s. securities and exchange commission (sec) regulatory

"previously filed with the U.S. Securities and Exchange Commission (SEC)"

The U.S. Securities and Exchange Commission (SEC) is the federal agency that writes and enforces rules for buying, selling and reporting information about stocks, bonds and other investments. Think of it as a referee and scoreboard operator: it protects investors by requiring companies to disclose accurate financial information and policing fraud, so investors can compare options and trust the markets are fair.

AI-generated analysis. Not financial advice.

Hauppauge, NY, Dec. 11, 2025 (GLOBE NEWSWIRE) -- -- Cemtrex, Inc. (NASDAQ: CETX) (the “Company”), an advanced security technology and industrial services company, today announced that it has entered into a definitive agreement for the purchase of approximately 666,667 shares with a single institutional investor, at a purchase price of $3 per share, with gross proceeds to the Company expected to be $2 million to the Company.

The transaction is expected to close on or about Dec 11, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, for general corporate purposes, including working capital and potential acquisitions.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-283995) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on February 3, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cemtrex, Inc.

Cemtrex, Inc. (Nasdaq: CETX) is a diversified technology company operating in the Security and Industrial sectors. Its Security segment, led by Vicon Industries, provides advanced video management software, high-performance security cameras, and integrated surveillance solutions for enterprise, government, and critical infrastructure. The Industrial segment, through Advanced Industrial Services (AIS), delivers expert rigging, millwrighting, process piping, and equipment installation services to manufacturers nationwide. With a focus on innovation, execution, and strategic growth, Cemtrex is committed to enhancing safety, efficiency, and value for its customers and shareholders.

For more information visit www.cemtrex.com.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Investor Relations

investors@cemtrex.com

Investor Relations

investors@cemtrex.com

FAQ

What did Cemtrex (CETX) announce on December 11, 2025?

Cemtrex announced a $2.0 million registered direct offering of ~666,667 shares at $3.00 per share.

When is the Cemtrex (CETX) registered direct offering expected to close?

The company expects the offering to close on or about Dec 11, 2025, subject to customary closing conditions.

How will Cemtrex (CETX) use proceeds from the $2 million offering?

Cemtrex expects to use net proceeds for general corporate purposes, including working capital and potential acquisitions.

Under what registration was the Cemtrex (CETX) offering made?

The offering is being made under an effective Form S-3 shelf registration declared effective on Feb 3, 2025.

Who is buying the shares in Cemtrex's (CETX) registered direct offering?

The purchase agreement is with a single institutional investor for approximately 666,667 shares.

Will Cemtrex (CETX) file more documents about the offering with the SEC?

Yes; a final prospectus supplement and accompanying prospectus will be filed and available on the SEC website.