Cemtrex SEC Filings

Cemtrex is conducting a registered direct offering of up to $2,000,000 of common stock or pre-funded warrants to a single accredited institutional investor. Shares are priced at $3.00, or $2.999 per pre-funded warrant with a $0.001 exercise price and a 4.99% beneficial ownership cap, for up to 666,667 shares or equivalent. There is no underwriter, and net proceeds are estimated at approximately $1,950,000.

The company plans to use the cash for working capital and general corporate purposes, including potential acquisitions. As of December 10, 2025, 6,217,047 shares of common stock were outstanding, and the stock trades on the Nasdaq Capital Market under the symbol CETX.

The filing also underscores elevated risk: Cemtrex reports recent operating losses, near-term debt obligations of $12,067,849 and working capital of $4,916,624, and its auditor’s report includes a going concern paragraph. Management highlights reliance on prior equity raises, a $7,025,000 secured convertible note issued in November 2025, and a 1-for-15 reverse stock split completed on September 29, 2025 to support liquidity and Nasdaq listing, while warning of potential further dilution and ongoing listing compliance challenges.

Cemtrex, Inc. entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding shares of Invocon, Inc., a Texas-based systems‑engineering firm, for a purchase price of $7,060,000. The transaction is expected to close on or around January 1, 2026, and is contingent on customary closing conditions.

Invocon provides turnkey solutions for demanding applications in extreme environments across aerospace, defense, and civil structure monitoring, serving major corporations, government entities, and universities. After the acquisition is completed, Cemtrex plans to create a new reporting segment called Aerospace & Defense, signaling a formal expansion into this end market.

Cemtrex, Inc. entered a material definitive agreement, issuing a promissory note to Streeterville Capital, LLC with an original principal of $7,025,000. After $25,000 in original issuance fees, the company received $7,000,000 in cash.

Interest accrues at the daily SOFR rate from November 7, 2025 through December 31, 2025, then at 8% per annum beginning January 1, 2026. If the note remains outstanding on January 1, 2026, a one-time additional interest fee of $1,050,000 will be added to the balance. The note matures eighteen months from issuance, with redemptions starting six months after issuance. Cemtrex states it intends to use the cash proceeds to complete potential acquisitions.

CEMTREX Inc. is the subject of a jointly filed Schedule 13G/A by three Altium-related reporting persons that discloses no reportable stake in the company’s common stock. The filing names Altium Healthcare Long Short Onshore Fund LP, Altium Capital Management LLC and Altium Healthcare Long Short GP LLC and states the Fund as the record and direct beneficial owner of the securities covered by the statement while simultaneously reporting an aggregate beneficial ownership of 0 shares (0% of the class). The filers note they may be deemed members of a group for regulatory purposes but expressly state the filing is not an admission of beneficial ownership or of acting to acquire or influence control. The statement also includes a certification that the securities were not acquired to influence control.

This Schedule 13G/A discloses that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the Reporting Persons) are each deemed to beneficially own 336,801 shares of Cemtrex Inc. common stock, representing approximately 9.99% of the company’s outstanding common stock as presented in the filing. The shares reported are issuable upon exercise of a warrant held by Intracoastal (Intracoastal Warrant 1).

Each Reporting Person has shared voting and shared dispositive power over 336,801 shares and no sole voting or dispositive power. The filing explains that blocker provisions in Intracoastal Warrant 1 and Intracoastal Warrant 2 prevent exercise to the extent doing so would increase ownership above 9.99% and 4.99%, respectively, thereby excluding 1,671,598 and 142,778 warrant shares from current beneficial ownership calculations. Without those blocker provisions, the Reporting Persons may be deemed to beneficially own 2,151,177 shares.