CEMTREX INC — Annual Report 2024

Apr 11, 2025

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the fiscal year ended September 30 , 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

Commission File Number 001-37464

CEMTREX, INC.

(Exact name of registrant as specified in its charter)

Delaware	30-0399914
(State
or other jurisdiction of incorporation
or organization)	(I.R.S.
Employer Identification
No.)
135
Fell Ct . Hauppauge , NY	11788
(Address
of principal executive offices)	(Zip
code)

Registrant telephone number, including area code: 631 - 756-9116

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, $0.001 par value per share | CETX | The NASDAQ Capital Market |

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

| Large accelerated filer ☐ | Accelerated filer ☐ | | --- | --- | | Non-accelerated filer ☒ | Smaller reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 28, 2024, the number of the registrant’s common stock held by non-affiliates of the registrant was 483 and the aggregate market value $ 4,249,917 based on the average bid and asked price of $8,799 on March 28, 2024.

As of December 23, 2024, the registrant had 1,724,162 shares of common stock outstanding.

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Explanatory Note

Cemtrex, Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 2 on Form 10-K/A to our Report on Form 10-K for the fiscal year ended September 30, 2024 (the “Report”) for the purpose of including Exhibit 97.1 a copy of the Company’s Clawback Policy, as required under SEC Rule 10D-1.

As required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Form 10-K/A pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other amendments are being made to this Report. This Form 10-K/A does not reflect events occurring after the December 30, 2024 filing of our Report or modify or update the disclosure contained in the Report in any way other than as required to reflect the amendments discussed above and reflected below.

Field: Page; Sequence: 2; Options: NewSection; Value: 2

2

Field: /Page

TABLE OF CONTENTS

	PART IV	4
ITEM

1. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. | 4 |

Field: Page; Sequence: 3; Value: 2

3

Field: /Page

PART IV

ITEM 15 EXHIBITS AND FINANCIAL STATEMENTS

| (a) | Financial Statements and Notes to the Consolidated Financial Statements | | --- | --- | | | See Index to Consolidated Financial Statements on page F-1 at beginning of attached financial statements. | | (b) | Exhibits |

| Exhibit — Number | Exhibit Description | Incorporated by Reference — Form | Filed or Furnished — Filing Date | Herewith | | --- | --- | --- | --- | --- | | 2.1 | Stock Purchase Agreement, dated December 15, 2015 | Form 8-K/A | 9/26/2016 | | | 3.1 | Certificate of Incorporation filed with the State of Delaware. | Form 10-12G | 5/22/2008 | | | 3.2 | Bylaws | Form 10-12G | 5/22/2008 | | | 3.3 | Amendment to Certificate of Incorporation | Form 10-12G | 5/22/2008 | | | 3.4 | Amendment to Certificate of Incorporation | Form 10-12G | 5/22/2008 | | | 3.5 | Amendment to Certificate of Incorporation | Form 10-12G | 5/22/2008 | | | 3.6 | Amendment to Certificate of Incorporation | Form 10-12G | 5/22/2008 | | | 3.7 | Amendment to Certificate of Incorporation | Form 8-K | 8/22/2016 | | | 3.8 | Certificate of Designation of the Series A Preferred Shares | Form 8-K | 9/10/2009 | | | 3.9 | Certificate of Designation of the Series 1 Preferred Shares | Form 8-K | 1/24/2017 | | | 3.10 | Amendment to Certificate of Incorporation | Form 8-K | 9/8/2017 | | | 3.11 | Certificate of Correction to the Certificate of Amendment | Form 8-K | 6/12/2019 | | | 3.12 | Amended Certificate of Designation of the Series 1 Preferred Shares | Form 8-K | 4/1/2020 | | | 3.13 | Amendment to Certificate of Incorporation | Form 10-K | 1/5/2021 | | | 3.14 | Certificate of Correction to the Certificate of Amendment | Form 10-Q | 5/28/2021 | | | 3.15 | Amendment to Certificate of Incorporation | Form 8-K | 1/20/2023 | | | 3.16 | Amendment to Certificate of Incorporation | Form 8-K | 8/2/2024 | | | 4.1 | Form of Subscription Rights Certificate | Form S-1 | 8/29/2016 | | | 4.2 | Form of Series 1 Preferred Stock Certificate | Form S-1/A | 11/23/2016 | | | 4.3 | Form of Series 1 Warrant | Form S-1/A | 12/7/2016 | | | 4.4 | Form of Common Stock Purchase Warrant | Form 8-K | 3/22/2019 | | | 4.5 | Form of Prefunded Warrant | Form 8-K | 5/3/2024 | | | 4.6 | Form of Series A Common Stock Purchase Warrant | Form 8-K | 5/3/2024 | | | 4.7 | Form of Series B Common Stock Purchase Warrant | Form 8-K | 5/3/2024 | | | 5.1 | Opinion of the Doney Law Firm | Form S-1/A | 4/30/2024 | | | 10.1 | Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 3, 2023 | Form 10-Q | 5/11/2023 | | | 10.2 | Amendment to Loan Documents Between Advanced Industrial Services, Inc. and Fulton Bank, N.A. | Form 10-Q | 5/11/2023 | | | 10.3 | Amendment to Promissory Note Between Cemtrex, Inc. and Streeterville Capital, LL | Form 10-Q | 5/11/2023 | | | 10.4 | Securities Purchase Agreement dated June 1, 2020 | Form 8-K | 6/4/2020 | | | 10.5 | Securities Purchase Agreement dated June 9, 2020 | Form 8-K | 6/12/2020 | | | 10.6 | Settlement Agreement and Release between Cemtrex, Inc. and Aron Govil dated February 26, 2021 | Form 8-K | 2/26/2021 | | | 10.7 | Securities Purchase Agreement dated February 22, 2022 | Form 10-Q | 5/16/2022 | | | 10.8 | Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 30, 2022 | Form 10-Q | 5/16/2022 | | | 10.9 | Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 | Form 8-K | 11/29/2022 | | | 10.10 | Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 | Form 8-K | 11/29/2022 | | | 10.11 | Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc. and Saagar Govil, dated November 18, 2022 | Form 8-K | 11/29/2022 | | | 10.12 | 2020 Equity Compensation Plan | Form S-8 | 8/17/2020 | | | 10.13 | Asset Purchase Agreement, dated as of June 7, 2023 | Form 8-K | 12/6/2023 | | | 10.14 | Form of Lock-Up Agreement | Form S-1/A | 4/30/2024 | | | 10.15 | Note Purchase Agreement between Cemtrex Inc. and Streeterville Capital, LLC, dated September 30, 2021 | Form S-1/A | 4/30/2024 | | | 10.16 | Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated September 14, 2022 | Form S-1/A | 4/30/2024 | | | 10.17 | Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated August 30, 2023 | Form S-1/A | 4/30/2024 | | | 10.18 | Form of Underwriting Agreement | Form 8-K | 5/3/2024 | | | 10.19 | Standstill Agreement, dated April 30, 2024 | Form 8-K | 5/1/2024 | | | 21.1 | Subsidiaries of the Registrant | Form 10-K | 12/30/2024 | | | 23.1 | Consent of Grassi & Co, CPAs, P.C., Independent Registered Public Accounting Firm | Form 10-K | 12/30/2024 | | | 31.1 | Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | X | | 31.2 | Certification of Chief Financial Officer and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | X | | 97.1 | Clawback Policy | | | X | | 99.1 | Order pursuant to Section 8A of the Securities Act – dated September 30, 2022. | Form 8-K | 10/4/2022 | | | 101.INS | Inline XBRL Instance Document | | | X | | 101.SCH | Inline XBRL Taxonomy Extension Schema | | | X | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | | | X | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | | | X | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | | | X | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | | | X | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | X |

Field: Page; Sequence: 4; Value: 2

4

Field: /Page

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| /s/

Saagar Govil
Saagar
Govil ,
Chairman
of the Board, CEO,
President
and Secretary (Principal Executive Officer)

| Dated:

April 11, 2025
Paul
J. Wyckoff,
CFO
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| Dated:

April 11, 2025
Saagar
Govil,
Chairman
of the Board, CEO,
President
and Secretary (Principal Executive Officer)

| Dated:

April 11, 2025
Paul
J. Wyckoff,
Interim
CFO (Principal Financial and Accounting Officer)

| Dated: April 11, 2025 | By: | /s/ Brian Kwon | | --- | --- | --- | | | | Brian Kwon, | | | | Director | | Dated: April 11, 2025 | By: | /s/ Manpreet Singh | | | | Manpreet Singh, | | | | Director | | Dated: April 11, 2025 | By: | /s/ Metodi Filipov | | | | Metodi Filipov, | | | | Director |

Field: Page; Sequence: 5; Options: Last

5

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJxFjd0KwjAMhZ9g7xB6PWY71ItdOqaIU2SIeFtdlOLWjLT+PZJvad0QQyAk53w5QsRiQXPTIMNhVpWww7ZrtEeo8IyM9oTBkS9XGYRZ4cU4z9r6fv2BOQUGAzNN5DHce+fdOKwzkOORUqN0AlJlSsF2LaKvnpM9mxqtN7oBbWvYMnVs0Gt+DR92+kmW2leftEd2hmwGKpGD/IZUqhQ2dNcP4quDssxFFPcViQXTrQuu4unRfkkoGmxDnBvof0cfxCNKUA==