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Cemtrex (CETX) acquires Richland Industries, adding $8–$10M expected revenue

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

Rhea-AI Filing Summary

Cemtrex, Inc., through its Advanced Industrial Services subsidiary, completed the acquisition of substantially all assets of Richland Industries in Tennessee and bought its main operating facility. AIS paid $600,000 for the business assets and $4,900,000 for the Pulaski facility.

The business asset purchase was financed with a Fulton Bank note at 6.09% interest maturing February 1, 2031. The real estate purchase was funded with a $3,920,000 Fulton Bank mortgage at SOFR plus 2.75% maturing February 1, 2041, plus cash for the remaining price and closing costs.

Richland’s operations are being integrated into Cemtrex’s Industrial Services segment via new subsidiary AIS Tennessee. Based on historical performance and current backlog, AIS Tennessee is expected to contribute approximately $8 to $10M in revenue over the next twelve months, expanding AIS’s presence in the Southeastern U.S.

Positive

  • Cemtrex grows Industrial Services revenue base: AIS Tennessee, formed from the Richland Industries acquisition, is expected to contribute approximately $8 to $10M in revenue over the next twelve months, compared with AIS’s growth from approximately $21 million to approximately $38 million since fiscal 2022.
  • Non-dilutive financing structure: AIS purchased the Richland business assets and Pulaski property for $5.5 million using loans from Fulton Bank, and the company states that no equity was issued as part of this transaction.

Negative

  • None.

Insights

Cemtrex expands AIS with a financed $5.5M Richland acquisition expected to add $8–$10M revenue.

Cemtrex is growing its Industrial Services segment by acquiring Richland Industries’ operating business and Pulaski, Tennessee facility. AIS has already expanded from approximately $21 million in annual revenue in fiscal 2022 to approximately $38 million in fiscal 2025 while maintaining margins and profitability.

The Richland transaction totals $5.5 million for business assets and property, financed through loans from Fulton Bank, including a $600,000 note at 6.09% and a $3,920,000 mortgage at SOFR plus 2.75%. No equity was issued, so ownership was not diluted by this deal.

Management states that, based on historical performance and current backlog, AIS Tennessee is expected to contribute approximately $8 to $10M in revenue over the next twelve months. Future company filings may show how this incremental revenue, additional Southeast footprint, and higher leverage affect overall margins and cash flows.

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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): February 5, 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

 

On February 5, 2026, Cemtrex, Inc. (the “Company”), through its wholly owned subsidiary Advanced Industrial Services (“AIS”), completed the acquisition of substantially all of the assets of Richland Industries LLC, a Tennessee limited liability company (“Richland”) pursuant to an Asset Purchase Agreement dated February 5, 2026 (the “Asset Purchase Agreement”) by and among AIS Tennessee, Inc., a newly formed wholly owned subsidiary of AIS (“Buyer”), Richland, and Joseph Whelan Jr, an individual residing in state of Tennessee (“the “Owner” and collectively with the Richland, the “Seller Parties”).

 

As a result of the transaction, Richland’s business operations have been integrated into the Company’s Industrial Services Segment, and Buyer has become the owner of the acquired assets. Concurrently, AIS Leasing Company, another wholly owned subsidiary of the Company, acquired Richland’s primary operating facility located at 1905 Mine Road, Pulaski, Tennessee (the “Facility”) from RI Real Estate, LLC pursuant to a Sale Agreement dated February 5, 2026 (the “Real Estate Purchase Agreement”).

 

The purchase price for the business assets was $600,000, which was financed through a note payable issued by Fulton Bank. This note carries interest of 6.09% and matures on February 1, 2031.

 

The purchase price for the Facility was $4,900,000 (the “Real Estate Purchase Price”). The Company financed $3,920,000 of the Real Estate Purchase Price through a mortgage issued by Fulton Bank, which carries interest of SOFR plus 2.75% and matures on February 1, 2041. The balance of the Real Estate Purchase Price, together with taxes, closing costs, and fees, was paid in cash.

 

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, Richland, 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 Asset Purchase Agreement, the Real Estate Purchase Agreement, and the transactions is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement and Real Estate Purchase Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

.

Item 8.01 Other Events

 

On February 5, 2026, the Company issued a press release announcing the completion of the acquisition of Richland. 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 Richland 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   Asset Purchase Agreement, between AIS Tennessee, Inc., Richland Industries, LLC, and Joseph Wheland, dated February 5, 2026
10.1   Sales Agreement between AIS Leasing Company and RI Real Estate, LLC, dated February 5, 2026
99.1   Press Release dated February 5, 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: February 11, 2026 By:  /s/ Saagar Govil
    Saagar Govil
    Chairman, President and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

February 5, 2026

 

 

Cemtrex Completes Acquisition of Richland Industries, Expanding Its Industrial Services Platform into the Southeast

 

Hauppauge, NY, Feb. 05, 2026 (GLOBE NEWSWIRE) — Cemtrex, Inc. (Nasdaq: CETX) today announced that its Advanced Industrial Services (“AIS”) subsidiary has acquired all the assets of Richland Industries (“Richland”), an industrial services and fabrication company located in Tennessee. In connection with the transaction, AIS established a new subsidiary, AIS Tennessee to acquire and operate the business and its primary facility. The acquisition extends the Company’s industrial services platform into one of the fastest-growing industrial regions in the United States.

 

The transaction represents a significant next step in AIS’s multi-year evolution. Since fiscal 2022, AIS has grown from approximately $21 million in annual revenue to approximately $38 million in fiscal 2025, while maintaining consistent gross margins and operating profitability. That progress has been driven by diligent execution, financial discipline, and a focus on complex industrial, infrastructure, and manufacturing work. With that foundation in place, the Company is now expanding the platform geographically, applying the same operating model at greater scale.

 

Richland Industries brings established fabrication, mechanical installation, and industrial services capabilities, along with a contracted backlog that provides near-term revenue visibility. The business serves customers across industrial manufacturing, clean water and environmental infrastructure, government facilities, and defense-related supply chains.

 

As part of the transaction, AIS acquired the Pulaski, Tennessee property from which Richland operates. The site includes a 70,000 square foot facility situated on 25 acres and includes significant excess land for future expansion. The location provides direct access to key Southeastern markets, including Huntsville, Alabama, which has become a major hub for aerospace, defense, and advanced manufacturing investment, as well as Nashville, Birmingham, and other regional industrial centers.

 

This acquisition marks the fourth owned industrial property in the Company’s Industrial Services portfolio. AIS currently owns operating facilities in Manchester, York, and Columbia, Pennsylvania, and selectively acquires real estate where long-term operational control supports execution and value creation. Ownership of operating facilities is a core element of AIS’s strategy. Industrial services businesses are asset-intensive, difficult to relocate, and highly dependent on layout, yard space, lifting capacity, and logistics. By owning critical real estate where appropriate, AIS reduces execution risk, avoids long-term lease uncertainty, and creates capacity for organic growth over time, while allowing the underlying properties to compound in value alongside the operating businesses.

 

 

 

 

“Over the last several years, AIS has focused on building scale the right way,” said Saagar Govil, Chairman and CEO of Cemtrex. “We strengthened margins, improved execution, and demonstrated that the platform can grow while maintaining its operating model. Establishing AIS Tennessee is a natural extension of that work. This next phase is about deploying a proven operating framework into a new region where long-term industrial and defense investment continues to accelerate.”

 

AIS Tennessee is expected to operate within AIS’s existing management and operating structure, with an initial focus on executing backlog, integrating capabilities, and selectively pursuing opportunities that align with AIS’s historical margin profile. Based on historical performance and current backlog, AIS Tennessee is expected to contribute approximately $8 to $10M in revenue over the next twelve months.

 

AIS purchased the business assets and property for $5.5 million and assumed certain operating liabilities in connection with the transaction. The acquisition and property purchase was financed through loans from Fulton Bank, and no equity was issued as part of this transaction.

 

The acquisition of Richland and formation of AIS Tennessee represents Cemtrex’s second completed acquisition in the current fiscal year and reflects the Company’s broader objective of building durable, asset-backed operating businesses with long-term growth potential.

 

About Cemtrex

 

Cemtrex, Inc. (Nasdaq: CETX) is a diversified industrial and technology company operating across the Security, Industrial, and Aerospace & Defense sectors. The Company’s 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 customers. Its Industrial segment, through Advanced Industrial Services (AIS), delivers specialized rigging, millwrighting, process piping, and equipment installation services to manufacturers nationwide. Cemtrex’s Aerospace & Defense segment, anchored by Invocon, provides mission-critical engineering, instrumentation, and sensing solutions supporting aerospace, defense, and space-based programs. With a focus on disciplined execution and strategic growth, Cemtrex is committed to building durable businesses that enhance safety, reliability, and long-term value for its customers and shareholders.

 

For more information, visit www.cemtrex.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the closing of the acquisition. These forward-looking statements are based on management’s current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward looking statements. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. These risks and uncertainties are discussed under the heading “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release and we undertake no duty to update this information unless required by law.

 

Investor Relations:

 

investors@cemtrex.com

 

 

Source: Cemtrex Inc.

 

 

  

FAQ

What did Cemtrex (CETX) acquire in the Richland Industries transaction?

Cemtrex acquired substantially all business assets of Richland Industries and its primary operating facility in Pulaski, Tennessee. The deal folds Richland’s fabrication, mechanical installation, and industrial services operations into Cemtrex’s Advanced Industrial Services segment through a new subsidiary, AIS Tennessee.

How much did Cemtrex (CETX) pay for Richland Industries and its facility?

AIS purchased Richland’s business assets for $600,000 and the Pulaski facility for $4,900,000, totaling $5.5 million. The real estate purchase price included the 70,000 square foot facility on 25 acres, providing room for potential future expansion in the region.

How is Cemtrex (CETX) financing the Richland Industries acquisition?

The business assets were financed with a Fulton Bank note of $600,000 at 6.09% interest maturing February 1, 2031. The Pulaski facility purchase used a $3,920,000 Fulton Bank mortgage at SOFR plus 2.75% maturing February 1, 2041, with remaining costs paid in cash.

What revenue impact is expected from the Richland acquisition for Cemtrex (CETX)?

Based on historical performance and current backlog, AIS Tennessee is expected to contribute approximately $8 to $10M in revenue over the next twelve months. This adds to AIS’s existing growth from approximately $21 million in fiscal 2022 to approximately $38 million in fiscal 2025.

Did Cemtrex (CETX) issue new equity to fund the Richland Industries deal?

No. The company states that the acquisition of Richland and related property purchase were financed through loans from Fulton Bank, and that no equity was issued as part of this transaction, meaning existing shareholders were not diluted by this deal.

How does the Richland Industries acquisition fit Cemtrex’s (CETX) strategy?

The acquisition extends AIS’s industrial services platform into the Southeast and adds a fourth owned industrial property. Management emphasizes owning key operating facilities as a core strategy to support execution, reduce lease uncertainty, and create capacity for long-term organic growth.

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