Invocon deal adds revenue but deepens loss at Cemtrex (NASDAQ: CETX)

Q: How much did Cemtrex (CETX) pay to acquire Invocon?

Cemtrex paid $7,060,000 in cash for Invocon. The company acquired 100% of Invocon’s shares, funding most of the purchase with a $7,025,000 note. Invocon became a wholly owned subsidiary of Cemtrex upon closing on January 8, 2026.

Filing Impact

(Neutral)

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(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Cemtrex Inc. filed an amended current report to add detailed financial statements and proforma information for its acquisition of Invocon Inc.. Cemtrex completed the deal on January 8, 2026, acquiring 100% of Invocon for $7,060,000 in cash, largely funded with new debt.

Invocon generated $3,783,978 in revenue and a net loss of $310,539 for the year ended December 31, 2024, then improved to revenue of $4,382,819 and net income of $647,551 for the nine months ended September 30, 2025. Proforma, the combined company would have had revenue of $81,764,777 and a net loss attributable to Cemtrex shareholders of $29,347,873 for the year ended September 30, 2025, reflecting added interest expense from the acquisition financing and preliminary goodwill recognition.

03/24/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 8, 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-4(c) under the Exchange Act (17 CFR 240.13e-4(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.

Explanatory Note

On January 8, 2026, Cemtrex, Inc. (the “Company”) filed its Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”) to report that the Company (the “Buyer”), completed the previously announced acquisition of Invocon Inc. (“Invocon”) based in Shenandoah, Texas., pursuant to the Asset Purchase Agreement (as defined below).

As required by Regulation S-X, this Amendment No. 1 to the Original Form 8-K (this “Current Report”) is being filed with the SEC to include (I) the (x) audited financial statements of Invocon as of, and for the fiscal year ended, December 31, 2024, and the accompanying notes, (y) unaudited financial statements of Invocon, for the nine months ended September 30, 2025, and the accompanying notes, (ii) the unaudited proforma financial information with respect to the acquisition of Invocon, and certain other related changes to Item 9.01 of the Original Form 8-K. Please refer to the Original Form 8-K for a summary of the acquisition and the material terms of the Asset Purchase Agreement.

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed on November 19, 2025, on November 13, 2025, Cemtrex, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with Karl F. Kiefer, an individual resident of Texas (the “Seller”), and Invocon, Inc., a Texas corporation (“Invocon”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares of Invocon for a purchase price of $7,060,000 in cash.

As previously disclosed in the Current Report on Form 8-K filed on January 8, 2026, on January 8, 2026, the Company completed the acquisition of Invocon. As a result of the transaction, Invocon became a wholly owned subsidiary of the Company. The purchase price of $7,060,000 was paid in cash at closing.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of the Original Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a) of Form 8-K, (i) audited financial statements as of, and for the fiscal year ended, December 31, 2024, and the accompanying notes, and (ii) unaudited financial statements as of September 30, 2025, and for the nine months ended September 30, 2025, and the accompanying notes, are included in this Current Report as Exhibits 99.1 and 99.2, respectively.

(b)

Proforma Financial Information.

In accordance with Item 9.01(b) of Form 8-K, the Company’s unaudited proforma financial information with respect to the acquisition of Invocon is included in this Current Report as Exhibit 99.3.

(d) Exhibits

Exhibit Number		Exhibit Title
23.1		Consent of Grassi & Co. CPAs P.C., independent registered public accounting firm.
99.1		Invocon Inc. audited financial statements as of and for the year ended, December31, 2024, and the accompanying notes.
99.2		Invocon Inc. unaudited financial statements as of and for the nine months ended September 30, 2025, and the accompanying notes.
99.3		Cemtrex, Inc. unaudited proforma condensed combined financial information
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: March 24, 2026	By:	/s/ Saagar Govil
		Saagar Govil
		Chairman, President and Chief Executive Officer

Exhibit 99.1

Invocon, Inc

TABLE OF CONTENTS

		Page

Independent Auditors’ Report		3

Balance Sheet as of December 31, 2024		4

Statement of Operations for the Year Ended December 31, 2024		5

Statement of Stockholder’s Equity for the Year Ended December 31, 2024		6

Statement of Cash Flow for the Year Ended December 31, 2024		7

Notes to Financial Statements		8

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and
Stockholders of Invocon, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Invocon, Inc. (the “Company”) as of December 31, 2024, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Grassi & Co., CPAs, P.C.

We have served as the Company’s auditor since 2025.

Jericho, New York

March 24, 2026

INVOCON, INC.

BALANCE SHEET

	December 31, 2024
CURRENT ASSETS
Cash	$	377,845
Accounts receivable, net		78,121
Prepaid expenses & other current assets		13,734
Contract assets		441,463
Total current assets		911,163

Property & equipment, net		1,869
Right of use assets		1,030,261
Total assets	$	1,943,293

CURRENT LIABILITIES
Accounts payable	$	13,554
Current maturities of lease liabilities		349,797
Contract liabilities		37,073
Accrued expenses		356,564
Total current liabilities		756,988

LONG-TERM LIABILITIES
Lease liabilities, less current maturities		680,464
Total long-term liabilities		680,464

Total liabilities		1,437,452

STOCKHOLDER’S EQUITY
Common stock, $0.10 par value, 2,000,000 shares authorized, 10,000 shares issued and outstanding		1,000
Additional paid-in capital		33,673
Retained earnings		471,168
Total stockholder’s equity		505,841

Total liabilities and stockholder’s equity	$	1,943,293

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.

STATEMENTS OF OPERATIONS

	For the year ended
	December 31, 2024

Revenues	$	3,783,978
Cost of revenues		817,693
Gross profit		2,966,285
Operating expenses
General and administrative		2,974,268
Research & development		316,130
Total operating expenses		3,290,398
Income from operations		(324,113	)

Other income/(expense)
Interest income		1,797
Interest expense		(8,819	)
Other income/(expense)		20,596
Total other income (expense)		13,574

Net income before income taxes		(310,539	)
Income tax benefit/(expense)		-
Net Income	$	(310,539	)

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.

STATEMENTS OF STOCKHOLDER’S EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2024

			Additional
	Common		Paid-in		Retained
	Stock		Capital		Earnings			Total
Balance at December 31, 2023		1,000		33,673		974,201			1,008,874
Net income		-		-		(310,539	)		(310,539	)
Distributions to shareholder		-		-		(192,494	)		(192,494	)
Balance at December 31, 2024	$	1,000	$	33,673	$	471,168		$	505,841

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.

STATEMENTS OF CASH FLOWS

	For the year ended
	December 31, 2024

Operating Activities
Net income	$	(310,539	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		4,929
Non-cash lease expense		436,560
Changes in operating assets and liabilities
Accounts receivable		202,360
Prepaid expenses & other current assets		(9,171	)
Contract assets		3,646,863
Contract liabilities		(259,696	)
Accounts payable		(86,190	)
Operating lease liabilities		(437,711	)
Accrued expenses		(1,018,701	)
Net cash provided by operating activities		2,168,704
Financing activities
Payments on letter of credit		(97,005	)
Proceeds on related party liabilities		150,000
Payments on related party liabilities		(1,890,394	)
Distributions to shareholder		(192,494	)
Net cash used by financing activities		(2,029,893	)

Net decrease in cash		138,811
Cash at beginning of year		239,034
Cash at end of year	$	377,845

Supplemental Disclosure of Cash Flow Information:
Interest paid	$	8,819

Supplemental Schedule of Non-Cash Investing and Financing Activities
Right-of-use assets acquired under operating lease	$	1,087,154

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

NOTE A - NATURE OF OPERATIONS

Invocon designs, manufactures, and supports advanced instrumentation, wireless sensing, and telemetry systems deployed across satellites, launch vehicles, target missiles, and space-based platforms. The Company’s technologies have supported numerous government and prime contractor programs, including multiple Space Shuttle and International Space Station systems, and the company maintains long-standing relationships across the Missile Defense Agency and leading aerospace and defense primes.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivables and Allowance for Current Expected Credit Losses

Accounts receivables are recorded at the invoiced amount, net of an allowance for current expected credit losses. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance based on the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost.

The Company estimates credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic conditions, and reasonable and supportable forecasts.

The Company made no reserve for allowance for credit losses at December 31, 2024, as the amount would have been immaterial.

The Company does not have any off-balance-sheet credit exposure to its customers at December 31, 2024.

As of December 31, 2024, and 2023, the Company had $78,121, and $280,481 of accounts receivable, respectively.

Revenue and Cost Recognition

Contracts

The Company’s revenue is derived from fixed price contracts with customers. Generally, contracts have a period from six months to two years.

The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and it has written authorization from the customer to proceed.

Fixed price contracts

The Company’s revenue from fixed price contracts is recognized on the percentage-of-completion method, measured by the percentage of costs incurred to estimated total costs for each contract. When the job is started and in process, all actual costs incurred (labor and materials) are processed and reconciled at month end. The percentage of completion and revenue earned is calculated at month end. Billings are created based on contract criteria agreed upon and reconciled to determine if any costs in excess of billing or billings in excess of costs exist. Changes in job performance, job conditions, estimated contract costs and profitability, and final contract settlements may result in revisions to costs and income. The effects of these revisions are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. This measurement and comparison process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments and judgments.

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Performance Obligations

Generally, the Company’s contracts contain one performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. The Company’s performance of the contracts with customers typically provides a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units), and as such, the entire contract and/or purchase order is accounted for as one performance obligation. The transaction price is allocated to the performance obligation and recognized as revenue when, or as, the performance obligation is satisfied with the continuous transfer of control to the customer.

Less commonly, a contract may be considered to have multiple performance obligations even when they are part of a single contract. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.

The Company recognizes revenue over time for the services it performs as (i) control continuously transfers to the customer as work progresses at a project location controlled by the customer and (ii) the Company has the right to bill the customer as costs are incurred.

Variable Consideration

The transaction price for the Company’s contracts may include variable consideration, which includes changes to transaction price for approved and unapproved change orders, claims and incentives. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company estimates variable consideration for a performance obligation at the probability weighted value it expects to receive (or the most probable amount it expects to incur in the case of liquidated damages, if any), utilizing estimation methods that best predict the amount of consideration to which it will be entitled (or will be incurred in the case of liquidated damages, if any). The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or accounted for as a reduction of the transaction price in the case of liquidated damages) are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue.

Contract Assets and Liabilities

Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the Company’s performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statements of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the balance sheets under the caption “Contract liabilities.” Stored materials represent items purchased in advance of its use on contracts and stored on the work sight. Revenues on uninstalled materials are recognized when control is transferred to the customer. Under certain circumstances (e.g., transfer of control occurs significantly before services are provided, the cost of the material is significant), revenue on certain uninstalled third-party materials is recognized when the cost is incurred; however, profit is not recognized until the material is ultimately in the project.

INVOCON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

The opening and closing balances of contract assets and contract liabilities from contracts with customers are as follows:

	For the year ended
	December 31, 2024
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts
Contract assets, beginning balance	$	4,088,326
Changes in revenue billed, contract price or cost estimates		(3,646,863	)
Contract assets, net, ending balance	$	441,463
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
Contract liabilities, beginning balance		(296,769	)
Changes in revenue billed, contract price or cost estimates		259,696
Contract liabilities, ending balance	$	(37,073	)
Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
Net billings in excess of costs, beginning balance	$	3,791,557
Changes in revenue billed, contract price or cost estimates		(3,387,167	)
Net billings in excess of costs, ending balance	$	404,390

The following is a summary of the Company’s uncompleted contracts:

	Year Ended December 31, 2024

Costs incurred on uncompleted contracts	$	3,087,851
Estimated gross profit		800,564
		3,888,415

Applicable billings to date		(3,484,025	)
	$	404,390

For the year ended December 31, 2024, net revenue recognized from the Company’s performance obligations satisfied in previous periods was not material.

Property and Equipment

Property and equipment are carried at cost. Any self-constructed property and equipment is recorded at the total cost of the materials plus a standard cost for labor and overhead. Depreciation of property and equipment is determined using the double declining balance method for financial statement purposes at rates based on an estimated useful life of 5 years for all assets, with the exception of leasehold improvements, which are amortized on a straight-line basis over the shorter of (i) the lease term, or (ii) the estimated useful life.

Expenditures for major improvements that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation expense amounted to $4,928 as of December 31, 2024.

Leases

The Company enters into various contractual arrangements for the right to use facilities, vehicles and equipment. The Company evaluates whether each of these arrangements contains a lease and classifies all identified leases as either operating or finance. If the arrangement is subsequently modified, the Company re-evaluates its classification. The lease term generally ranges from two to ten years for facilities and three to five years for vehicles and equipment. The Company’s lease terms may include the exercise of renewal or termination options when it is reasonably certain these options will be exercised. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Upon commencement of the lease, the Company recognizes a lease liability and corresponding right-of-use (“ROU”) asset for all leases with an initial term greater than twelve months. Lease liabilities represent the present value of the Company’s future lease payments over the expected lease term. As most of the Company’s leases do not provide an implicit rate, it generally uses its incremental borrowing rate as the discount rate in calculating the present value of the lease payments. The incremental borrowing rate is determined by identifying a synthetic credit rating for the company, where treasury functions are centrally managed, and adjusting the interest rates from associated indexes for differences in credit risk and interest rate risk. The Company has elected to combine the lease and non-lease components in the recognition of its lease liabilities across all classes of underlying assets. ROU assets represent the Company’s right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability with adjustments for prepaid or accrued rent, lease incentives or unamortized initial direct costs. Costs associated with ROU assets are recognized on a straight-line basis over the term of the lease. The Company’s lease assets are tested for impairment in the same manner as long-lived assets used in operations.

Certain lease contracts include obligations to pay for other services, such as operations and maintenance. Where the costs of these services can be identified as fixed or fixed-in-substance, the costs are included as part of the future lease payments. If the cost is not fixed at the inception of the lease, the cost is recorded as a variable cost in the period incurred.

NOTE C – ACCOUNTS RECEIVABLE

Accounts receivables, net consist of the following:

	December 31, 2024
Accounts receivable	$	78,121
Allowance for credit losses		-
	$	78,121

Trade receivables include amounts due for shipped products and services rendered.

Allowance for credit losses includes estimated losses resulting from the inability of our customers to make the required payments.

NOTE D – ACCRUED EXPENSES

Accrued expenses consist of accrued vacation and sick leave earned by the employees and an accrual of labor costs billed in January 2025.

NOTE E - DEBT

During the year ended December 31, 2023, the company acquired a line of credit from Wells Fargo Bank for $183,000 at an annual interest rate of 12%. This line of credit was paid in full and closed at December 31, 2024.

NOTE F - LEASES

The Company entered into a contractual arrangement for the right to use facilities. The lease term was three years for the facilities. The lease agreements do not contain any material residual value guarantees or restrictive covenants.

INVOCON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Operating lease liabilities were $1,030,261 as of December 31, 2024, with the current portion of $349,797 reported on the balance sheet as “Current maturities of lease liabilities” as of December 31, 2024.

	December 31,
	2024
Lease liabilities - current portion
Operating leases		349,797
	$	349,797

Lease liabilities - net of current portion
Operating leases		680,464
	$	680,464

A reconciliation of undiscounted cash flows to operating lease liabilities recognized in the balance sheet at December 31, 2024, is set forth below:

Years ending December 31,	Operating Leases
2025	$	386,211
2026		386,211
2027		321,843
Undiscounted lease payments		1,094,265
Amount representing interest		(64,004	)
Discounted lease payments	$	1,030,261

Additional disclosures of lease data are set forth below:

	For the year ended
	December 31, 2024
Lease costs:
Operating lease costs	$	436,560

Other information:
Cash paid for amounts included in the measurement of lease liabilities:	$	437,711

Weighted-average remaining lease term - operating leases (months)		34

Weighted-average discount rate - operating leases		4.18	%

NOTE G – RETIREMENT PLAN

The Company provides a retirement plan for the benefit of most employees that includes a 401(k) provision which allows employees to contribute and defer taxes on a portion of their compensation. The Company has the option to match employee contributions and/or make additional profit-sharing contributions to the plan. The Company’s matching contributions, which are included in general and administrative expenses, totaled $41,669 for the year ended December 31, 2024. The Company did not make any additional profit-sharing contributions to the plan for the year ended December 31, 2024.

NOTE H -ACCOUNTING FOR UNCERTAIN TAX POSITIONS

Management has determined that the Company does not have any unrecognized tax benefits at December 31, 2024.

Federal and state income tax returns are generally open and subject to the respective tax. authority’s examination for the current year and the previous three years.

INVOCON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

NOTE I - CONCENTRATIONS AND CASH AND CREDIT RISKS

At times during the years ended December 31, 2024, the Company’s cash balances may have exceeded federally insured limits.

At December 31, 2024, approximately 100% of the Company’s accounts receivable were from one customer.

For the year ended December 31, 2024, approximately 75% of the Company’s revenues were from two customers.

NOTE J – RELATED PARTY TRANSACTIONS

Prior to the year ended December 31, 2024, the Company received cash funding from Karl F. Kiefer, the company’s sole shareholder, In the amount of $1,740,934. During the year ended December 31, 2024, the company received an additional $150,000 of funding. The total amount of $1,890,394 was repaid at December 31, 2024.

NOTE K – SUBSEQUEST EVENTS

On January 8, 2026, all outstanding and issued shares of common stock were acquired by Cemtrex, Inc (“Cemtrex”). As a result of the transaction, Invocon became a wholly-owned subsidiary of the Cemtrex. The purchase price of $7,060,000 was paid in cash at closing.

Exhibit 99.2

INVOCON, INC.

TABLE OF CONTENTS

		Page

Balance Sheet as of September 30, 2025		2

Statement of Operations for the nine months Ended September 30, 2025		3

Statement of Stockholder’s Equity for the nine months Ended September 30, 2025		4

Statement of Cash Flow for the nine months Ended September 30, 2025		5

Notes to Financial Statements		6

INVOCON, INC.

BALANCE SHEET

(unaudited)

	September 30, 2025
CURRENT ASSETS
Cash	$	408,643
Accounts receivable, net		925,767
Prepaid expenses & other current assets		14,816
Contract assets		-
Total current assets		1,349,226

Property & equipment, net		1,030
Right of use assets		769,286

Total assets	$	2,119,542

CURRENT LIABILITIES
Accounts payable	$	657
Current maturities of lease liabilities		360,917
Contract liabilities		567,567
Accrued expenses		359,839
Total current liabilities		1,288,980

LONG-TERM LIABILITIES
Lease liabilities, less current maturities		408,369
Total long-term liabilities		408,369

Total liabilities		1,697,349

Common stock, $0.10 par value, 2,000,000 shares authorized, 10,000 shares issued and outstanding		1,000
Additional paid-in capital		33,673
Retained earnings		387,520
Total stockholder’s equity		422,193

Total liabilities and stockholder’s equity	$	2,119,542

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.

STATEMENTS OF OPERATIONS

(unaudited)

	For the nine months ended
	September 30, 2025

Revenues	$	4,382,819
Cost of revenues		1,503,782
Gross profit		2,879,037
Operating expenses
General and administrative		2,086,145
Research & development		145,341
Total operating expenses		2,231,486
Income from operations		647,551

Other income/(expense)
Interest income		-
Interest expense		-
Other income/(expense)		-
Total other income (expense)		-

Net (loss)/income before income taxes		647,551

Income tax benefit/(expense)		-
Net (loss)/income	$	647,551

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.

STATEMENTS OF STOCKHOLDER’S EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(unaudited)

			Additional
	Common		Paid-in		Retained
	Stock		Capital		Earnings			Total
Balance at December 31, 2024		1,000		33,673		471,168			505,841
Net income						647,551			647,551
Distributions to shareholder						(731,199	)		(731,199	)
Balance at September 30, 2025	$	1,000	$	33,673	$	387,520		$	422,193

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

	For the nine months ended
	September 30, 2025

Operating Activities
Net income	$	647,551
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		839
Noncash lease expense		289,658
Changes in operating assets and liabilities:
Accounts receivable		(847,646	)
Prepaid expenses & other current assets		(14,816	)
Contract assets		455,197
Accounts payable		(12,897	)
Contract liabilities		530,494
Lease liabilities		(289,658	)
Accrued expenses and other current liabilities		3,275
Net cash provided by operating activities		761,997
Financing activities
Distributions to shareholder		(731,199	)
Net cash used by financing activities		(731,199	)

Net increase in cash		30,798
Cash at beginning of year		377,845
Cash at end of period	$	408,643

The accompanying notes are an integral part of these financial statements.

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE A - NATURE OF OPERATIONS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Accounts Receivables and Allowance for Current Expected Credit Losses

The Company made no reserve for allowance for credit losses at September 30, 2025, as the amount would have been immaterial.

The Company does not have any off-balance-sheet credit exposure to its customers at September 30, 2025.

Revenue and Cost Recognition

Contracts

The Company’s revenue is derived from fixed price contracts with customers. Generally, contracts have a period from six months to two years.

Fixed price contracts

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Performance Obligations

Variable Consideration

Contract Assets and Liabilities

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

The opening and closing balances of contract assets and contract liabilities from contracts with customers are as follows:

	For the nine months ended
	September 30, 2025
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts
Contract assets, beginning balance	$	441,463
Changes in revenue billed, contract price or cost estimates		(441,463	)
Contract assets, net, ending balance	$	-
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
Contract liabilities, beginning balance		(37,073	)
Changes in revenue billed, contract price or cost estimates		(530,494	)
Contract liabilities, ending balance	$	(567,567	)
Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
Net billings in excess of costs, beginning balance	$	404,390
Changes in revenue billed, contract price or cost estimates		(971,957	)
Net billings in excess of costs, ending balance	$	(567,567	)

The following is a summary of the Company’s uncompleted contracts:

	September 30, 2025

Costs incurred on uncompleted contracts	$	2,626,756
Estimated gross profit		289,702
		2,916,458

Applicable billings to date		(3,484,025	)
Net billings in excess of costs	$	(567,567	)

For the nine months ended September 30, 2025, net revenue recognized from the Company’s performance obligations satisfied in previous periods was not material.

Property and Equipment

Leases

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Long-Lived Assets

Management reviews the carrying value of long-lived assets on an ongoing basis. When factors indicate that a long-lived asset may be impaired, management uses an estimate of the undiscounted future cash flows over the remaining life of the asset in measuring whether the long-lived asset’s carrying value is recoverable. If such an analysis indicates that impairment has in fact occurred, the book value of the long-lived asset is written down to its fair value, which is estimated using discounted future cash flows. Management has concluded that no impairment adjustments were required during the nine months ended September 30, 2025.

Income Taxes

The Company is S-Corp and year-end profits or losses are distributed to the owners who report it on their personal income taxes.

Presentation of Sales Tax Collected and Remitted

Various states the Company does business in impose sales tax at varying rates on the Company’s sales to non-exempt customers. The Company collects sales tax from customers and remits the entire amount to the applicable states. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenue and cost of contracts.

NOTE C – ACCOUNTS RECEIVABLE

Accounts receivables, net consist of the following:

	September 30, 2025
Accounts receivable	$	925,767
Allowance for credit losses		-
	$	925,767

Accounts receivable include amounts due for shipped products and services rendered.

Allowance for credit losses includes estimated losses resulting from the inability of our customers to make the required payments.

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE D – ACCRUED EXPENSES

Accrued expenses consist of accrued vacation and sick leave earned by the employees.

NOTE E - LEASES

The Company entered into a contractual arrangement for the right to use facilities. The lease term was four years for the facilities. The lease agreements do not contain any material residual value guarantees or restrictive covenants.

Operating lease liabilities were $364,222 as of September 30, 2025, with the current portion of $360,971 reported on the balance sheet as “Current maturities of lease liabilities” as of September 30, 2025.

	September 30,
	2025
Lease liabilities - current portion
Operating leases		360,917
	$	360,917

Lease liabilities - net of current portion
Operating leases		408,369
	$	408,369

A reconciliation of undiscounted cash flows to operating lease liabilities recognized in the balance sheet at September 30, 2025, is set forth below:

Years ending December 31,	Operating Leases
2025	$	96,553
2024		386,211
2025		321,843
2026		-
2027		-
Undiscounted lease payments		804,607
Amount representing interest		(35,321	)
Discounted lease payments	$	769,286

Additional disclosures of lease data are set forth below:

	For the nine months ended
	September 30, 2025
Lease costs:
Operating lease costs	$	289,658

Other information:
Cash paid for amounts included in the measurement of lease liabilities:	$	289,658

Weighted-average remaining lease term - operating leases (months)		25

Weighted-average discount rate - operating leases		4.59	%

INVOCON, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE F – RETIREMENT PLAN

The Company provides a retirement plan for the benefit of most employees that includes a 401(k) provision which allows employees to contribute and defer taxes on a portion of their compensation. The Company has the option to match employee contributions and/or make additional profit-sharing contributions to the plan. The Company’s matching contributions, which are included in general and administrative expenses, totaled $40,656 for the nine months ended September 30, 2025. The Company did not make any additional profit-sharing contributions to the plan for the nine months ended September 30, 2025.

NOTE G - ACCOUNTING FOR UNCERTAIN TAX POSITIONS

Management has determined that the Company does not have any unrecognized tax benefits at September 30, 2025.

Federal and state income tax returns are generally open and subject to the respective tax. authority’s examination for the current year and the previous three years.

NOTE H - CONCENTRATIONS AND CASH AND CREDIT RISKS

At times during the nine months ended September 30, 2025, the Company’s cash balances may have exceeded federally insured limits.

At December 31, 2024, approximately 100% of the Company’s accounts receivable were from four customers.

For the nine months ended September 30, 2025, approximately 35% of the Company’s revenues were from one customer.

NOTE I – SUBSEQUEST EVENTS

Exhibit 99.3

Cemtrex, Inc.

Unaudited Proforma Condensed Combined Financial Information

The following unaudited proforma condensed combined balance sheet of Cemtrex, Inc. (“the Company”) for the fiscal year ended September 30, 2025, is presented as if the acquisition of Invocon, Inc.. (“Invocon”) referred to herein as the “Acquisition” had occurred on October 1, 2024.

The accompanying unaudited proforma condensed combined financial statements are based on the historical financial statements of the Company after giving proforma effect to the Company’s acquisition of Invocon and its related assets, liabilities and personnel and gives effect to: (i) the liability taken to fund consideration and (ii) the acquisition of Invocon. Invocon operations and related financial information contained throughout the unaudited proforma condensed combined financial statements herein constitute predominantly all of the historical audited annual and unaudited interim financial statements Invocon. The consideration and the acquisition of Invocon are hereby referred to as the “Transaction”.

The unaudited proforma condensed combined financial statements have been derived from and should be read in conjunction with the Company’s historical audited consolidated financial statements and historical unaudited interim condensed consolidated financial statements, including the notes thereto, and Invocon historical audited and interim unaudited consolidated financial statements, including the notes thereto. The financial statements of the Company for the year ended September 30, 2025, are included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on December 29, 2025, and as amended on January 16, 2026. The statement of operations of Invocon for the twelve months ended September 30, 2025, was derived from Invocon historical audited consolidated statement of operations for the year ended December 31, 2024, as well as the unaudited interim consolidated statements of operations for the nine months ended September 30, 2025, which are included in exhibit 99.1 and exhibit 99.2 herein. Note 2 describes the method of calculating the statement of operations of Invocon for the twelve months ended September 30, 2025, which is within 93 days of the Company’s fiscal year ended September 30, 2025, as required by Rule 11-02(c)(3) of Regulation S-X under the Securities Act of 1933.

The unaudited proforma condensed combined financial statements include unaudited proforma adjustments that are factually supportable and directly attributed to the Acquisition. The unaudited proforma adjustments are expected to have a continuing impact on the consolidated results. Assumptions underlying the proforma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited proforma condensed combined financial statements.

The unaudited proforma adjustments are based upon available information and certain assumptions that the Company’s management believe are reasonable. The unaudited proforma condensed combined financial statements are presented for informational purposes only and are not necessarily indicative of the Company’s financial position or results of operations that would have occurred had the events been consummated as of the dates indicated. In addition, the unaudited proforma condensed combined financial statements are not necessarily indicative of the Company’s future operating results.

The Company’s management expects that the strategic and financial benefits of the acquisition of Invocon will result in certain cost saving opportunities, which have not been reflected in the accompanying unaudited proforma condensed combined financial statements.

The acquisition of Invocon will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value as of the date control is obtained. Accordingly, the consideration transferred will be allocated to the underlying net assets in proportion to their respective fair values. The fair value of Invocon’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value. Any excess of the purchase price over the estimated fair values of the net assets acquired will be recorded as goodwill. The allocation of the purchase price to acquired assets and assumed liabilities based on their underlying fair values requires the extensive use of significant estimates and the Company’s judgment. The Company’s management believes the fair values recognized for the acquired assets and assumed liabilities are based on reasonable estimates and assumptions based on information currently available. All assets acquired and liabilities assumed have been recognized at their respective book values, which the Company’s management believes materially approximate their respective fair values. The excess of estimated purchase price over the estimated fair value of the net assets acquired of $7,077,875 has been preliminarily allocated to goodwill. The allocation of purchase price is preliminary at this time and will remain as such until the Company completes valuations and other studies to finalize the valuation of the net assets acquired. The final allocation of the purchase price is dependent on a number of factors, including the final valuation of the fair value of all tangible and intangible assets acquired and liabilities assumed as of the closing date of the acquisition of Invocon when additional information will be available. Such final adjustments, including changes to depreciable tangible and amortizable intangible assets, may be material.

The unaudited proforma condensed combined financial statements should be read in conjunction with the following information:

●

The notes to the unaudited proforma condensed combined financial statements.

●

The Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2025, which are included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended September 30, 2025.

●

The audited financial statements of Invocon as of and for the year ended December 31, 2024, which is included in Exhibit 99.1 herein; and

●

The unaudited financial statements of Invocon for the nine months ended September 30, 2025, which are included in Exhibit 99.2 herein.

Cemtrex, Inc.

Proforma Combined Balance Sheets

September 30, 2025

Unaudited

	Cemtrex Inc.			Invocon		Pro Forma Adjustments
	September 30, 2025			September 30, 2025		Acquisition			Notes	Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	4,974,303			408,643	$	(79,450	)	5(a)(c)	$	5,303,496
Restricted cash		1,372,738			-		-				1,372,738
Trade receivables, net		13,133,424			925,767		(826,786	)	5(a)		13,232,405
Trade receivables, net - related party		405,493			-		-				405,493
Inventory, net		6,584,944			-		-				6,584,944
Contract assets, net		980,164			-		127,465		5(a)		1,107,629
Prepaid expenses and other current assets		1,556,432			14,816		56,845		5(a)		1,628,093
Total current assets		29,007,498			1,349,226		(721,926	)			29,634,798

Property and equipment, net		9,651,996			1,030		(251	)	5(a)		10,227,332
Right-of-use assets		2,003,967			769,286		(118,636	)	5(a)		2,654,617
Royalties receivable, net - related party		190,475			-		-				190,475
Digital assets		1,158,238			-		-				1,158,238
Goodwill		3,708,347			-		7,077,875		5(a)		10,211,665
Other		2,067,755			-		-				2,067,755
Total Assets	$	47,788,276			2,119,542	$	6,237,062			$	56,144,880

Liabilities & Stockholders’ Equity
Current liabilities
Accounts payable		4,492,859			657		157,399		5(a)		4,650,915
Sales tax payable		76,008			-		-				76,008
Revolving line of credit		3,176,096			-		-				3,176,096
Current maturities of long-term liabilities		8,925,497			-		4,504,538		5(c)		13,430,035
Operating lease liabilities - short-term		918,391			360,917		5,055		5(a)		1,284,363
Loan from CEO		-			-		-				-
Deposits from customers		158,344			-		-				158,344
Accrued expenses		2,223,521			359,839		(21,308	)	5(a)		2,562,052
Accrued payable on inventory in transit		652,179			-		-				652,179
Contract liabilities		1,655,055			567,567		(328,281	)	5(a)		1,894,341
Deferred revenue		1,383,036			-		-				1,383,036
Accrued income taxes		203,470			-		3,856		5(d)		207,326
Total current liabilities		23,864,456			1,288,980		4,321,259				29,474,695

Long-term liabilities
Long-term debt		4,586,779			-		4,200,000		5(c)		8,786,779
Long-term operating lease liabilities		1,153,221			408,369		(153,610	)	5(a)		1,407,980
Other long-term liabilities		289,483			-		-				289,483
Deferred Revenue - long-term		482,978			-		-				482,978
Warrant liabilities		8,735,197			-		-				8,735,197
Total long-term liabilities		15,247,658			408,369		4,046,390				19,702,417

Total liabilities		39,112,114			1,697,349		8,367,649				49,177,112

Commitments and contingencies		-			-		-				-

Stockholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,705,327 shares issued and 2,641,227 shares outstanding as of September 30, 2025 (liquidation value of $10 per share)		2,705			-		-				2,705
Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at September 30, 2025		50			-		-				50
Common stock, $0.001 par value, 70,000,000 shares authorized, 830,606 shares issued and outstanding at September 30, 2025		831			1,000		(1,000	)	5(b)		831
Additional paid-in capital		105,668,565			421,193		(421,193	)	5(b)		105,668,565
(Accumulated deficit)/Retained earnings		(99,439,038	)		-		(1,708,394	)	5(c)(d)		(101,147,432	)
Treasury stock, 64,100 shares of Series 1 Preferred Stock at September 30, 2025,		(148,291	)		-		-				(148,291	)
Accumulated other comprehensive income		2,591,340			-		-				2,591,340
Total Cemtrex stockholders’ equity		8,676,162			422,193		(2,130,587	)			6,967,768
Total liabilities and shareholders’ equity	$	47,788,276		$	2,119,542	$	6,237,062			$	56,144,880

Cemtrex, Inc.

Proforma Combined Statement of Operations

For the year ended September 30, 2025

Unaudited

						Pro Forma
				Invocon		Adjustments				Pro Forma
	Cemtrex Inc.			Note 2		Acquisition			Notes	Combined
Revenues	$	76,488,088		$	5,276,689					$	81,764,777
Cost of revenues		44,199,562			1,640,176						45,839,738
Gross profit		32,288,526			3,636,513		-				35,925,039

Operating expenses
General and administrative		29,425,560			2,893,537		25,000		5(c)		32,344,097
Research and development		2,353,140			249,386						2,602,526
Total operating expenses		31,778,700			3,142,923		25,000				34,946,623
Operating loss		509,826			493,590		(25,000	)			978,416

Other income/(expense)
Other income/(expense), net		159,027			20,596						179,623
Interest expense		(2,110,726	)		-		(1,679,538	)	5(c)		(3,790,264	)
Changes in fair value of digital assets		150,009			-						150,009
Gain/(loss) on exercise of warrant liabilities		(15,088,812	)		-						(15,088,812	)
Changes in fair value of warrant liability		(10,933,412	)		-						(10,933,412	)
Total other (expense)/income, net		(27,823,914	)		20,596		(1,679,538	)			(29,482,856	)

Net (loss)/income before income taxes		(27,314,088	)		514,186		(1,704,538	)			(28,504,440	)
Income tax expense		776,177					3,856		5(d)		780,033
Net (Loss)/income		(28,090,265	)		514,186		(1,708,394	)			(29,284,473	)
(Loss)/income from discontinued operations, net of tax		(243,552	)		-						(243,552	)
Net loss		(28,333,817	)		514,186		(1,708,394	)			(29,528,025	)
Less net loss in noncontrolling interest		(180,152	)								(180,152	)
Net (loss)/income attributable to Cemtrex, Inc. shareholders	$	(28,153,665	)	$	514,186	$	(1,708,394	)		$	(29,347,873	)

Income (loss) per share - Basic & Diluted	$	(154.32	)	$	2.84	$	(9.43	)	5(e)	$	(160.91	)
Discontinued Operations	$	(1.34	)	$	-	$	-			$	(1.34	)

Weighted Average Number of Shares-Basic & Diluted		181,190			181,190		181,190				181,190

Cemtrex, Inc.

Notes to the Unaudited Proforma Combined Financial Statements

Note 1 – Description of the Transaction

On January 8, 2026, Cemtrex, Inc. (“Cemtrex”) completed the acquisition of a leading service contractor and steel fabricator that specializes in industrial and water treatment markets, Invocon, Inc. (“Invocon”) based in Shenandoah, Texas.

The total consideration given by Cemtrex to the shareholder of Invocon was approximately $7.06 million in cash. Cemtrex mostly funded the transaction with a $7,025,000 note.

Note 2 – Basis of Proforma Presentation

Invocon had a fiscal year of December 31 as compared to the Company’s September 30 fiscal year. In order for the unaudited proforma condensed consolidated statement of operations to be comparable to the Company’s, Invocon’s nine-month period ended September 30, 2025, was used and was calculated as follows:

	Nine Months Ended September 30, 2025		Three-months  October 1, 2024 to December 31, 2024			Twelve Months September 30, 2025

Revenues	$	4,382,819	$	893,870		$	5,276,689
Cost of revenues		1,503,782		136,394			1,640,176
Gross profit		2,879,037		757,476			3,636,513

General and administrative		2,086,145		807,392			2,893,537
Research & development		145,341		104,045			249,386
Total operating expenses		2,231,486		911,437			3,142,923
Income from operations		647,551		(153,961	)		493,590

Other income/(expense)
Other income		-		20,596			20,596
Total other income (expense)		-		20,596			20,596

Net income/(loss) before income taxes		647,551		(133,365	)		514,186
Income tax benefit/(expense)		-		-			-
Net Income	$	647,551	$	(133,365	)	$	514,186

Note 3 – Reclassifications

As part of the Company’s integration efforts, the Company will continue its process of evaluating whether there are any significant differences in accounting policies that would require adjustment or reclassification of Invocon’s results of operations in order to conform to the Company’s accounting policies and classifications. As a result of that ongoing evaluation, the Company may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited proforma condensed combined financial statements.

During the preparation of the unaudited proforma condensed combined financial statements, the Company was not aware of any material differences between accounting policies of the two companies, except for certain reclassifications necessary to conform to the Company’s financial presentation, and accordingly, the unaudited proforma condensed combined statement of operations does not assume any material differences in accounting policies between the two companies.

Cemtrex, Inc.

Note 4 – Fair Value of Assets Acquired, Liabilities Assumed and Calculation of Goodwill

The total purchase price has been allocated in the accompanying unaudited proforma condensed combined financial statements based on (i) the amounts reported in the historical statements of Invocon, or (ii) management’s preliminary estimates of fair value. The Company’s management reviewed various other asset allocations of similar market transactions and applied corresponding relative values of the intangibles compared to the purchase price. The estimated amortization periods are consistent with those used for similar market transactions and amortization is accounted for on a straight-line basis. The percentages assigned are an initial estimate and are subject to change once the detailed third-party purchase price accounting analysis is completed.

The proforma purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of Invocon’s identifiable tangible and intangible assets acquired and liabilities assumed as of January 8, 2026. The final allocation of the purchase price will be determined within one year from the closing date of the Invocon acquisition. As such, the purchase price allocation may change, and such changes could result in a material change to the unaudited proforma condensed combined financial statements.

The preliminary allocation of Invocon’s tangible and intangible assets and liabilities under this methodology as if the acquisition on October 1, 2024, is as follows:

Consideration transferred:
Cash	$	7,060,000
Less cash acquired		(389,193	)
Total consideration transferred	$	6,670,807

Purchase Price Allocation:
Accounts receivable		98,981
Pre-paid expenses		71,661
Contract assets		127,465
Property and equipment		779
Right-of-use assets		650,650
Accounts payable		(158,056	)
Accrued expenses		(338,531	)
Contract liabilities		(239,286	)
Lease liabilities		(620,731	)
Goodwill		7,077,875
Total consideration transferred	$	6,670,807

Note 5 – Proforma Adjustments

The proforma adjustments included in the accompanying information do not reflect the final Acquisition purchase consideration. The allocation of consideration to the various tangible and intangible assets acquired and liabilities assumed is preliminary and subject to change. This note should be read in conjunction with “Note 1 – Description of The Transactions,” “Note 2 – Basis of Proforma Presentation,” and “Note 3 – Reclassifications.” Adjustments included in the column “Acquisition” to the accompanying unaudited proforma condensed combined balance sheet as of September 30, 2025, and statement of operations for the year ended September 30, 2025:

Unaudited Proforma Condensed Combined Balance Sheet

(a) Purchase Price Allocation

To reflect the consideration of $7,060,000 cash upon the consummation of the transaction. Adjustment also reflects the establishment of goodwill of $6,503,318 at the time of the transaction.

(b) Elimination of Equity Balances

To reflect the elimination of Invocon’s equity balances in combination.

(c) Financing related expense

The note issued in order to purchase Invocon carried variable interest rates based on the 30 day Secured Overnight Financing Rate (“SOFR”) for the period November 7, 2025 and December 31, 2025, then reverting to an 8% interest rate for the remaining term of the note. Additionally, this note contains an additional interest provision that if this note is outstanding on January 1, 2026, a one-time additional interest fee of $1,050,00 will automatically be added to the outstanding balance. These proforma financial statement adjustments are based on the historical SOFR rates and are not indicative of what these rates may be in the future. The short-term portion is captioned under “Current maturities of long-term liabilities” on the unaudited proforma condensed combined balance sheet as of September 30, 2025.

(d) Income tax

The income tax effect is on state income taxes. Federal taxes are not reflected as any benefit would be fully offset by a valuation allowance.

(e) Earning per share

Proforma basic and diluted earnings per share (“EPS”) is calculated in conformity with the Company’s accounting policies.

Source: View Original Filing on SEC EDGAR

FAQ

What does Cemtrex (CETX) disclose in this amended 8-K/A?

Cemtrex adds Invocon’s detailed financials and proforma data. The amendment supplies audited 2024 and unaudited 2025 Invocon statements plus combined proforma results, giving investors a clearer view of how the Invocon acquisition affects Cemtrex’s scale, leverage, and earnings profile.

How much did Cemtrex (CETX) pay to acquire Invocon?

Cemtrex paid $7,060,000 in cash for Invocon. The company acquired 100% of Invocon’s shares, funding most of the purchase with a $7,025,000 note. Invocon became a wholly owned subsidiary of Cemtrex upon closing on January 8, 2026.

What were Invocon’s latest standalone financial results before joining Cemtrex (CETX)?

Invocon showed growing revenue with improving profitability. For 2024 it reported revenue of $3,783,978 and a net loss of $310,539. For the nine months ended September 30, 2025, revenue rose to $4,382,819 with net income of $647,551, indicating stronger recent performance.

How does the Invocon acquisition affect Cemtrex’s proforma revenue and earnings?

Proforma revenue rises to $81,764,777 with a larger net loss. For the year ended September 30, 2025, the combined entity would show $81,764,777 of revenue and a net loss attributable to Cemtrex shareholders of $29,347,873, including additional interest from acquisition financing.

What kind of business is Invocon within Cemtrex (CETX)?

Invocon provides specialized instrumentation and sensing systems. It designs and supports advanced instrumentation, wireless sensing, and telemetry used in satellites, launch vehicles, missiles, and space platforms, serving government agencies and major aerospace and defense contractors with long-standing program relationships.

What new exhibits did Cemtrex file with the Invocon 8-K/A amendment?

Cemtrex added Invocon financial exhibits and a proforma schedule. The filing includes audited 2024 Invocon financials (Exhibit 99.1), unaudited nine-month 2025 financials (Exhibit 99.2), unaudited proforma condensed combined financial information (Exhibit 99.3), and an auditor consent (Exhibit 23.1).

Invocon deal adds revenue but deepens loss at Cemtrex (NASDAQ: CETX)

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FAQ

What does Cemtrex (CETX) disclose in this amended 8-K/A?

How much did Cemtrex (CETX) pay to acquire Invocon?

What were Invocon’s latest standalone financial results before joining Cemtrex (CETX)?

How does the Invocon acquisition affect Cemtrex’s proforma revenue and earnings?

What kind of business is Invocon within Cemtrex (CETX)?

What new exhibits did Cemtrex file with the Invocon 8-K/A amendment?

Filing Exhibits & Attachments

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Invocon deal adds revenue but deepens loss at Cemtrex (NASDAQ: CETX)

Rhea-AI Filing Summary

Positive

Negative

FAQ

What does Cemtrex (CETX) disclose in this amended 8-K/A?

How much did Cemtrex (CETX) pay to acquire Invocon?

What were Invocon’s latest standalone financial results before joining Cemtrex (CETX)?

How does the Invocon acquisition affect Cemtrex’s proforma revenue and earnings?

What kind of business is Invocon within Cemtrex (CETX)?

What new exhibits did Cemtrex file with the Invocon 8-K/A amendment?

Filing Exhibits & Attachments

Press Releases

Financial & Certifications

Other Documents

OTC:CETXP

CETXP Rankings

CETXP Latest News

CETXP Latest SEC Filings

CETXP Stock Data