CEMTREX INC — Major Shareholding Notification 2025

Feb 14, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13G/A 0001193125-24-258856 0001491072 XXXXXXXX LIVE 1 Common Stock, $0.001 par value 12/31/2024 0001435064 CEMTREX, INC. 15130G808 135 Fell Ct. Hauppauge NY 11788 Rule 13d-1(b) Anson Funds Management LP TX 0 90554 0 90554 90554 N 4.9 IA PN SEE ITEM 4(b). Anson Management GP LLC TX 0 90554 0 90554 90554 N 4.9 HC OO SEE ITEM 4(b). Tony Moore X1 0 90554 0 90554 90554 N 4.9 HC IN SEE ITEM 4(b). Anson Advisors Inc. A6 0 90554 0 90554 90554 N 4.9 FI CO SEE ITEM 4(b). Amin Nathoo Z4 0 90554 0 90554 90554 N 4.9 HC IN SEE ITEM 4(b). Moez Kassam Z4 0 90554 0 90554 90554 N 4.9 HC IN SEE ITEM 4(b). AMENDMENT NO. 1 TO SCHEDULE 13G This Amendment No. 1 (this "Amendment") to Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Common Stock, $0.001 par value (the "Common Stock"), of Cemtrex, Inc., a Delaware corporation (the "Issuer"). This Amendment relates to the Common Stock of the Issuer purchased by a private fund to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (the "Fund"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Fund and may direct the vote and disposition of the 90,554 shares of Common Stock underlying warrants held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 90,554 shares of Common Stock underlying warrants held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 90,554 shares of Common Stock underlying warrants held by the Fund. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 90,554 shares of Common Stock underlying warrants held by the Fund. CEMTREX, INC. 135 Fell Ct. Hauppauge, NY, 11788 Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore: 16000 Dallas Parkway, Suite 800 Dallas, Texas 75248 For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam: 181 Bay St, Suite 4200 Toronto, ON M5J 2T3 Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens. N IA HC FI A non-U.S. institution that is the functional equivalent of any of the institutions listed in Section 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution. (a) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 90,554 shares of Common Stock underlying warrants held by the Fund. (b) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 4.9% of the outstanding shares of Common Stock, which includes shares of Common Stock underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 4.99%. The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 90,554 by 1,814,716, which is the sum of: (i) 1,724,162 shares of Common Stock issued and outstanding, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on December 30, 2024; and (ii) 90,554, the number of shares of Common Stock receivable by the Fund upon exercise of the Warrants. (c) Anson Funds Management LP and Anson Advisors Inc., as the co-investment advisors to the Fund, may direct the vote and disposition of the 90,554 shares of Common Stock held by the Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 90,554 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 90,554 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 90,554 shares of Common Stock held by the Fund. See Item 4(a) above. See Item 4(a) above. See Item 4(a) above. See Item 4(a) above. See Item 4(a) above. N Y N See description regarding the Fund in the introduction, which is incorporated by reference herein. N See description of control persons of Anson Funds Management LP and Anson Advisors Inc. in the introduction, which is incorporated by reference herein. Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Anson Funds Management LP By: Anson Management GP LLC, its general partner, By: /s/ Tony Moore Tony Moore, Manager 02/14/2025 Anson Management GP LLC By: /s/ Tony Moore Tony Moore, Manager 02/14/2025 Tony Moore /s/ Tony Moore Tony Moore 02/14/2025 Anson Advisors Inc. By: /s/ Amin Nathoo Amin Nathoo, Director 02/14/2025 By: /s/ Moez Kassam Moez Kassam, Director 02/14/2025 Amin Nathoo /s/ Amin Nathoo Amin Nathoo 02/14/2025 Moez Kassam /s/ Moez Kassam Moez Kassam 02/14/2025