Cemtrex (NASDAQ: CETX) closes $7,060,000 cash acquisition of Invocon

Rhea-AI Filing Summary

Cemtrex, Inc. has completed its previously announced acquisition of Invocon, Inc. On January 8, 2026, the company closed the share purchase agreement signed on November 13, 2025, buying 100% of Invocon’s outstanding shares for $7,060,000 in cash, paid at closing. Following the transaction, Invocon became a wholly-owned subsidiary of Cemtrex.

The filing notes that the detailed share purchase agreement was previously filed and that its representations and warranties primarily allocate risk between the parties. Cemtrex plans to file Invocon’s financial statements and required pro forma financial information by amendment within 71 calendar days of the required filing date. Cemtrex also issued a press release announcing the completion of the acquisition, furnished as Exhibit 99.1.

Insights

M&A and corporate actions analyst

Cemtrex closed a $7,060,000 all-cash deal to acquire Invocon.

Cemtrex, Inc. completed the acquisition of Invocon, Inc. by purchasing 100% of its shares for $7,060,000 in cash. The deal converts Invocon into a wholly-owned subsidiary, meaning Cemtrex now controls all of Invocon’s equity and operations under a single corporate umbrella.

The consideration was paid entirely in cash at closing, so the transaction does not, in this description, involve new Cemtrex shares or equity-linked instruments. The agreement’s representations and warranties are framed as tools for allocating risk between Cemtrex, the seller, and Invocon rather than as broader factual assurances to other stakeholders.

Key financial details, such as Invocon’s historical results and the combined entity’s pro forma figures, are expected to be provided in the financial statements and pro forma information that Cemtrex states will be filed by amendment within 71 calendar days of the report’s required filing date. Those future disclosures will clarify how this $7,060,000 acquisition affects Cemtrex’s revenue, earnings, and balance sheet.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2026

CEMTREX, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware		001-37464		30-0399914
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

135 Fell Court Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 756-9116

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13 ©(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		CETX		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

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.

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.

The Agreement has been included to provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Agreement were made only for the purposes of the Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the Agreement. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, Invocon, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, and other documents that the Company files or has filed with the SEC.

The foregoing description of the Agreement and the transaction is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2025 and is incorporated by reference herein.

Item 8.01 Other Events

On January 8, 2026, the Company issued a press release announcing the completion of the acquisition of Invocon, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. The financial statements of Invocon that may be required by Item 9.01(a) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(b) Pro Forma Financial Information. The pro forma financial information that may be required by Item 9.01(b) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(d) Exhibits

Exhibit No.		Description
2.1		Share Purchase Agreement, dated November 13, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2025)
99.1		Press Release dated January 8, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 8, 2026	By:	/s/ Saagar Govil
		Saagar Govil
		Chairman, President and Chief Executive Officer

FAQ

What major transaction did Cemtrex (CETX) report in this filing?

Cemtrex, Inc. reported that it completed the acquisition of Invocon, Inc. by purchasing 100% of Invocon’s issued and outstanding shares, making Invocon a wholly-owned subsidiary.

How much did Cemtrex (CETX) pay to acquire Invocon, Inc.?

Cemtrex agreed to acquire Invocon, Inc. for a purchase price of $7,060,000 in cash, and this amount was paid in cash at closing on January 8, 2026.

When did Cemtrex complete its acquisition of Invocon?

Cemtrex completed the acquisition of Invocon, Inc. on January 8, 2026, at which time the cash purchase price of $7,060,000 was paid and Invocon became a wholly-owned subsidiary.

What prior agreement governed Cemtrex’s acquisition of Invocon?

The acquisition was governed by a Share Purchase Agreement dated November 13, 2025 among Cemtrex, the seller Karl F. Kiefer, and Invocon, Inc., which had been previously filed as an exhibit.

Will Cemtrex (CETX) provide Invocon’s financial statements and pro forma information?

Yes. Cemtrex states that Invocon’s financial statements and any required pro forma financial information will be filed by amendment within 71 calendar days after the date the report must be filed.

Did Cemtrex issue a press release about the Invocon acquisition?

Yes. Cemtrex issued a press release on January 8, 2026 announcing completion of the Invocon acquisition, which is furnished as Exhibit 99.1 to the report.

What does it mean that Invocon is now a wholly-owned subsidiary of Cemtrex?

Being a wholly-owned subsidiary means Cemtrex now owns all of Invocon’s outstanding shares, giving Cemtrex full equity ownership and control over Invocon’s corporate decisions.