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Cemtrex (NASDAQ: CETX) completes $4M registered direct offering deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cemtrex Inc. entered into a Securities Purchase Agreement on January 9, 2026 with a single accredited institutional investor for a registered direct offering of common stock and pre-funded warrants. The company agreed to issue and sell securities for aggregate gross proceeds of $4,000,000.

The offering closed the same day. Cemtrex issued 400,000 shares of common stock and pre-funded warrants to purchase 1,069,507 shares of common stock. The agreement includes customary representations, warranties, and covenants. Cemtrex also filed the form of pre-funded warrant, the purchase agreement, a legal opinion from The Doney Law Firm, and a press release announcing the offering as exhibits.

Positive

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Negative

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Insights

Cemtrex raises $4M via direct equity and warrant financing.

Cemtrex Inc. completed a registered direct offering with a single accredited institutional investor for aggregate gross proceeds of $4,000,000. The structure combines newly issued common stock with pre-funded warrants, which are commonly used when an investor wants near-equity exposure while managing immediate share ownership levels.

The company issued 400,000 shares of common stock and pre-funded warrants exercisable for 1,069,507 shares of common stock. Economically, the pre-funded warrants can function similarly to equity once exercised, so they represent potential future share issuance in addition to the shares already sold. The filing does not provide baseline share counts, so the relative dilution cannot be quantified from this excerpt alone.

The transaction closed on January 9, 2026, and the legal opinion from The Doney Law Firm and the form of warrant are included as exhibits, indicating the securities were issued with customary documentation. Future disclosures in company filings may provide more detail on use of proceeds and any subsequent warrant exercises.

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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 9, 2026

 

 

Cemtrex Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37464   30-0399914

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. 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 (17CFR 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-4I under the Exchange Act (17 CFR 240.13I(c))

 

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. ☐

 

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

 

Title of each class   Trading symbol   Name of each exchange on which registered
Common Stock   CETX   Nasdaq Capital Market

 

 

 

 

 

 

CURRENT REPORT ON FORM 8-K

 

Cemtrex, Inc.

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On January 9, 2026, Cemtrex, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single accredited institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the “Offering”), securities consisting of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and/or pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), for aggregate gross proceeds of $4,000,000.

 

The Offering closed on January 9, 2026. The Company issued 400,000 shares of common stock and prefunded warrants to purchase 1,069,507 shares of common stock. The Purchase Agreement contains customary representations, warranties, and covenants by the Company and the Purchaser.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Doney Law Firm, counsel to the Company, delivered an opinion as to the legality of the issuance and sale of the securities, a copy of which is attached hereto as Exhibit 5.1.

 

Item 8.01 Other Events.

 

The Company issued a press release announcing the Offering on January 9, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

Number

  Exhibit Title
4.1   Form of Pre-Funded Common Stock Purchase Warrant
5.1   Opinion of The Doney Law Firm
10.1   Securities Purchase Agreement, dated January 9, 2026
23.1   Consent of The Doney Law Firm (contained in Exhibit 5.1)
99.1   Press Release dated January 9, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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 9, 2026 By: /s/ Saagar Govil
    Saagar Govil
    Chairman, President, and Chief Executive Officer

 

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FAQ

What capital raise did Cemtrex (CETX) announce in this 8-K?

Cemtrex entered into a Securities Purchase Agreement with a single accredited institutional investor for a registered direct offering of common stock and pre-funded warrants, for aggregate gross proceeds of $4,000,000.

How many shares did Cemtrex (CETX) issue in the offering?

Cemtrex issued 400,000 shares of common stock and pre-funded warrants to purchase an additional 1,069,507 shares of common stock.

When did Cemtrex’s registered direct offering close?

The offering closed on January 9, 2026, the same date Cemtrex entered into the Securities Purchase Agreement.

Who participated in Cemtrex’s January 2026 offering?

The Securities Purchase Agreement was entered into with a single accredited institutional investor as the purchaser.

What key documents related to the Cemtrex (CETX) offering are attached as exhibits?

Attached exhibits include the form of pre-funded common stock purchase warrant (4.1), the legal opinion of The Doney Law Firm (5.1), the Securities Purchase Agreement dated January 9, 2026 (10.1), and a press release dated January 9, 2026 (99.1).

What type of securities did Cemtrex (CETX) sell in this transaction?

Cemtrex sold shares of common stock and pre-funded warrants to purchase shares of common stock in a registered direct offering.
Cemtrex

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