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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): July 1,
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
July 1, 2026, 2026, Cemtrex, Inc. (the “Company”), through its wholly owned subsidiary Advanced Industrial Services (“AIS”),
completed the acquisition of substantially all of the assets of Plant Engineering Services, Inc, an Indiana corporation (“PES”)
pursuant to an Asset Purchase Agreement dated July 1, 2026 (the “Asset Purchase Agreement”) by and among AIS Engineering,
Inc., a newly formed wholly owned subsidiary of AIS (“Buyer”), PES, and Mark Bohler, an individual residing in state of Indiana
(“the “Owner” and collectively with the PES, the “Seller Parties”).
As
a result of the transaction, PES’s business operations have been integrated into the Company’s Industrial Services Segment,
and Buyer has become the owner of the acquired assets
The
purchase price for the business assets was $3,500,000, in cash, subject to a customary working capital adjustment, plus the assumption
of certain liabilities. Additionally, the Seller Parties are eligible to receive up to approximately $1,750,000 in contingent earnout
consideration over a three-year period based on the achievement of specified gross profit targets.
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, PES, 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 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 copies of which are filed as Exhibit 2.1, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
Since
the effectiveness of the Company’s 1-for-10 reverse stock split on June 5, 2026, the Company has issued approximately 609,000 shares
of its common stock in unregistered transactions. These issuances were made pursuant to private placements and other exempt transactions.
As of July 2, 2026, the Company had approximately 1,721,141 shares of common stock outstanding.
Item
8.01 Other Events
On
July 2, 2026, the Company issued a press release announcing the completion of the acquisition of PES. 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 PES 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 Engineering, Inc., Plant Engineering Services, Inc, and Mark Bohler, dated July 1, 2026 |
| 99.1 |
|
Press
Release dated July 2, 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: July 6, 2026 |
By: |
/s/ Saagar Govil |
| |
|
Saagar Govil |
| |
|
Chairman, President and Chief Executive Officer |
Exhibit
99.1

Cemtrex
Inc.
Hauppauge,
NY, July 02, 2026 (GLOBE NEWSWIRE) — Cemtrex, Inc. (Nasdaq: CETX, CETXP) today announced that its Advanced Industrial Services
(“AIS”) subsidiary has acquired Plant Engineering Services (“PES”), a Fort Wayne, Indiana-based engineering firm
specializing in the design, modernization, and relocation of large hydraulic and mechanical press systems and complex manufacturing equipment.
The acquisition adds a full-service engineering capability to AIS’ industrial services platform and extends the Company’s
reach into the automotive and defense end markets.
The
transaction marks a new dimension in AIS’ growth strategy. Since fiscal 2022, AIS has grown from approximately $21 million in annual
revenue to approximately $38 million in fiscal 2025 through disciplined execution of complex industrial, infrastructure, and manufacturing
work. Earlier this year, AIS expanded geographically with the formation of AIS Tennessee. With PES, the Company is now expanding the
platform’s capabilities — adding the engineering expertise that sits upstream of the installation, rigging, and millwrighting
services AIS has delivered for over four decades.
Founded
more than thirty years ago, PES provides mechanical, electrical, and hydraulic engineering, project management, and machine rebuild services
to manufacturers across the United States. The company is a recognized specialist in the repair, upgrade, relocation, and modernization
of large hydraulic presses and automated production lines, serving customers in aerospace forging, automotive manufacturing, defense,
heavy truck, and other advanced manufacturing sectors. PES’s engineering-led model allows manufacturers to access senior engineering
talent for capital projects without maintaining that capability in-house.
The
strategic fit between the two businesses is direct and immediate. PES regularly engages industrial contractors to perform the rigging,
millwrighting, electrical, and mechanical installation work its engineered projects require — precisely the services AIS self-performs.
Conversely, AIS’ national client base regularly requires the specialized engineering, hydraulic, and automation expertise that
PES brings. The combination allows the Company to pursue turnkey capital projects, from engineering and design through installation and
commissioning, under a single platform, while positioning PES as the engineering arm of AIS’ broader industrial offering.
“This
acquisition allows us to expand our footprint, capability, and markets served immediately,” said Saagar Govil, Chairman and CEO
of Cemtrex. “PES brings deep engineering expertise that AIS has never had in-house, and AIS brings the field execution resources
that PES has historically sourced externally. Each company is a natural customer of the other. At the same time, PES opens doors for
us in automotive and defense manufacturing, markets where reshoring and domestic industrial investment are driving sustained demand for
exactly the kind of engineering-led capital work PES does best. Additionally, we can leverage PES capabilities for AIS’ diverse
customer base, deepening those relationships and capturing a larger share of the capital investment flowing into our customers’
plants.”
PES
will operate as a dedicated business unit within AIS, maintaining its brand, Fort Wayne operations, and existing team. PES founder Mark
Bohler will continue to lead the business unit as President, ensuring continuity for the company’s long-standing customer relationships.
Based on historical performance and current backlog, PES is expected to contribute approximately $4 to $5 million in revenue over the
next twelve months and be profitable from day one.
AIS
acquired the business in an asset purchase transaction for approximately $3.5 million in cash with certain adjustments for working capital,
with up to an additional $1.5 million payable in earnout consideration tied to the performance of the business over the three years following
closing. Cemtrex completed the acquisition using cash on hand.
The
acquisition of PES represents Cemtrex’s third completed acquisition in the current fiscal year and reflects the Company’s
broader objective of building durable operating businesses with complementary capabilities and long-term growth potential. The Company
has also signed an LOI for an additional acquisition, which it expects to complete in the September quarter.
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.
Investor Relations: investors@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 and the expected contribution of the acquired business, or any
future potential 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.