Cemtrex, Inc. Announces $2 Million Registered Direct Offering

Rhea-AI Summary

Cemtrex (NASDAQ: CETX) entered a definitive agreement for a registered direct offering to sell approximately 888,889 shares and/or pre-funded warrants at $2.25 per share, with gross proceeds expected to be $2.0 million. The transaction is expected to close on or about Dec 30, 2025, subject to customary closing conditions. Proceeds are expected to be used for general corporate purposes, including working capital and potential acquisitions. Aegis Capital acted as advisor. The offering is being made under an existing Form S-3 shelf registration (No. 333-283995) declared effective Feb 3, 2025, and a final prospectus supplement will be filed with the SEC.

Positive

• Gross proceeds of $2.0M expected upon closing
• Shares and/or pre-funded warrants priced at $2.25 per unit
• Proceeds earmarked for general corporate purposes, including working capital and potential acquisitions
• Offering conducted under an effective Form S-3 shelf (declared effective Feb 3, 2025)

Negative

• Issuance of approximately 888,889 shares and/or pre-funded warrants may cause shareholder dilution
• Closing subject to customary conditions; not guaranteed to occur on Dec 30, 2025

Key Figures

Offering size $2,000,000 Registered direct offering gross proceeds

Purchase price $2.25 per share Registered direct offering terms

Shares / warrants ≈888,889 shares and/or pre-funded warrants Securities sold to single institutional investor

Expected closing date Dec 30, 2025 Target closing for the registered direct offering

Current price $2.11 Pre-news trading level vs 52-week range

52-week high $55.50 Current price is significantly below this level

52-week low $2.095 Current price is near this low

Market cap $15,758,592 Equity value before impact of new offering

Market Reality Check

Volume Volume 976,842 is far below 20-day average 10,633,808 (relative volume 0.09x). low

Technical Shares at $2.11 are trading below the 200-day MA of $13.94 and near the 52-week low of $2.095.

Peers on Argus 2 Up 2 Down

Peers show mixed moves: RVYL up 7.35%, BLIN up 5.77%, while TAOP and BNAI are down double-digits. Sector scanner notes 2 peers moving up with a median move of 6.6%, suggesting broader volatility beyond this single offering.

Common Catalyst Mixed capital markets and balance-sheet actions across smaller software/fintech names, including reverse splits and equity raises.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 29	Full-year earnings	Positive	-7.5%	Return to operating profit on <b>$76.5M</b> revenue but shares moved lower.
Dec 23	Equity offering	Negative	-18.5%	Announced <b>$2.0M</b> registered direct at <b>$2.50</b> with one investor.
Dec 11	Equity offering	Negative	-15.5%	Definitive agreement for <b>$2.0M</b> registered direct at <b>$3.00</b>.
Dec 11	Corporate update	Positive	-15.5%	Outlined profitability focus and pending acquisitions but stock declined.
Nov 20	Invocon acquisition	Positive	-21.8%	Agreement to acquire Invocon for <b>$7.06M</b> and add Aerospace & Defense.

Pattern Detected

Recent Cemtrex news often saw negative price reactions, including on positive fundamentals and acquisition updates, while equity offerings have repeatedly coincided with selloffs.

Recent Company History

Over the past months Cemtrex reported fiscal 2025 results with revenue of $76.5M and a return to operating profit, yet the stock fell 7.46% the next day. Management has pursued acquisitions, including Invocon for $7.06M, and highlighted a shift toward profitability and portfolio expansion. At the same time, Cemtrex completed multiple $2.0M registered direct offerings in December 2025 under its capital markets program. Today’s additional offering continues this pattern of frequent equity raises alongside strategic expansion efforts.

Market Pulse Summary

This announcement details another $2.0M registered direct offering to a single institutional investor at $2.25 per share, adding roughly 888,889 shares and/or pre-funded warrants. It follows a series of 2025 financings and comes as Cemtrex trades near its $2.095 52-week low and well below its $55.50 high. Investors evaluating the update may focus on how new equity interacts with existing debt from recent 8-K filings, ongoing acquisition plans, and management’s emphasis on profitability and transformation.

Key Terms

registered direct offering financial

"today announced that it has entered into a definitive agreement for the purchase of approximately 888,889 shares and / or pre funded warrants"

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.

pre funded warrants financial

"approximately 888,889 shares and / or pre funded warrants with a single institutional investor"

A pre-funded warrant is a financial instrument that lets an investor effectively buy a share now by paying almost the full price up front and leaving a tiny remaining payment to formally convert the warrant into the actual share later. It matters to investors because it behaves like an almost-immediate share purchase—affecting ownership percentage, voting power and potential dilution—while offering flexibility around timing and regulatory or market constraints, like holding a key in reserve after paying a deposit.

shelf registration statement regulatory

"The offering is being made pursuant to an effective shelf registration statement on Form S-3"

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

"an 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.

AI-generated analysis. Not financial advice.

Hauppauge, NY, Dec. 30, 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 888,889 shares and / or pre funded warrants with a single institutional investor, at a purchase price of $2.25 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 30, 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.

Aegis Capital Corp. acted as an advisor on the offering.

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 is Cemtrex (CETX) selling in the Dec 30, 2025 registered direct offering?

Cemtrex is offering approximately 888,889 shares and/or pre-funded warrants at $2.25 per share.

How much money will Cemtrex raise from the CETX registered direct offering?

The offering is expected to generate gross proceeds of $2.0 million to the company upon closing.

When is the CETX offering expected to close and what conditions apply?

The transaction is expected to close on or about Dec 30, 2025, subject to customary closing conditions.

How does Cemtrex plan to use the proceeds from the CETX offering?

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

Under what registration is the CETX offering being made?

The offering is being made under an effective Form S-3 shelf registration (No. 333-283995) declared effective Feb 3, 2025.