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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.