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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): November 13, 2025

CEMTREX,
INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware
|
|
001-37464
|
|
30-0399914
|
| (State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
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
1.01 Entry into a Material Definitive Agreement
On
November 13, 2025, Cemtrex, Inc. (the “Company”) entered into a Share Purchase Agreement (“Agreement”) with Karl
F. Kiefer, an individual resident of Texas (the “Seller”), and Invocon, Inc., a Texas corporation (“Invocon”)
for the purchase of Invocon. The Company expects to complete the transaction on or around January 1, 2026, and is contingent on customary
closing conditions. The Agreement is for the purchase of 100% of the issued and outstanding shares of Invocon for the purchase price
of $7,060,000.
Invocon
is a systems-engineering firm located near Houston, Texas. Invocon provides turnkey solutions for demanding applications in extreme environments
for aerospace, defense, and civil structure monitoring. Invocon has a team of engineers and technicians who research, develop, and produce
systems that are supplied to major corporations, government entities, and universities. Upon the completion of this acquisition, Cemtrex
plans to establish a new segment for reporting, Aerospace & Defense.
| Item
9.01 |
Financial
Statements and Exhibits |
| Exhibit
No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement between Cemtrex, Inc, Karl F. Kiefer, and Invocon, Inc. |
| 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:
November 19, 2025 |
By: |
/s/
Saagar Govil |
| |
|
Saagar
Govil |
| |
|
Chairman,
President and Chief Executive Officer |