As filed with the Securities and Exchange Commission on November 6 , 2017

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CEMTREX, INC.

(Exact name of registrant as specified in its charter)

19 Engineers Lane

Farmingdale, New York 11735

(631) 756-9116

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Saagar Govil

Chairman, President and Chief Executive Officer

Cemtrex, Inc.

19 Engineers Lane

Farmingdale, New York 11735

(631) 756-9116

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Spencer G. Feldman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15^th Floor

New York, New York 10019

(212) 451-2300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [  ]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth 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.

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 7(a)(2)(B) of the Securities Act. [  ]

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) [  ]

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) [  ]

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus may be changed. Cemtrex may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and Cemtrex is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

CEMTREX, INC.

Offer to Exchange
Each Outstanding Share of Common Stock
of

KEY TRONIC CORPORATION

for

Units of 4% Subordinated Debentures due 2024 and Shares of Common Stock of Cemtrex, Inc.

by

CEMTREX, INC.

At the exchange ratio of one share of Key Tronic
common stock for one unit consisting of $10 principal
amount of Cemtrex’s 4% subordinated debentures due 2024 and
one-third of a share of Cemtrex common stock

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON _____, DECEMBER __, 2017, REFERRED TO AS THE “EXPIRATION DATE,” UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, BUT NOT DURING ANY SUBSEQUENT OFFERING PERIOD.

Cemtrex, Inc. is offering to exchange each outstanding share of common stock of Key Tronic Corporation for one unit, each unit consisting of (i) $10 principal amount of Cemtrex’s 4% subordinated debentures due 2024 and (ii) one-third of a share of Cemtrex common stock, par value $0.001 per share, upon the terms and subject to the conditions in this prospectus and accompanying letter of transmittal. This offer is referred to in this prospectus as the “exchange offer” or the “offer.”  

The purpose of the offer is for Cemtrex to acquire control of, and ultimately the entire equity interest in, Key Tronic. This exchange offer is the first step in Cemtrex’s plan to acquire all of the outstanding shares of Key Tronic, which may not be completed through this offer and may be accomplished through one or more transactions following this offer. There is no guarantee, however, that Cemtrex will acquire control of or the entire equity interest, or even a significant stake, in Key Tronic, through this offer or otherwise. Following the consummation of this offer, Cemtrex intends to evaluate its investment in Key Tronic common stock on a continual basis and may from time to time communicate with Key Tronic management, members of Key Tronic’s board of directors and stockholders of Key Tronic.

Cemtrex’s common stock is traded on the Nasdaq Capital Market under the symbol “CETX.” Key Tronic’s common stock is traded on the Nasdaq Global Market under the symbol “KTCC.” Prior to this offer, there has been no public market for Cemtrex’s units or 4% subordinated debentures due 2024. Cemtrex intends to make applications with stock markets for trading the debentures following the consummation of this offer. On November 2, 2017, the closing price of a share of Cemtrex common stock was $2.77 and the closing price of a share of Key Tronic common stock was $7.46. Based on these closing prices and the principal amount of Cemtrex’s 4% subordinated debentures due 2024, and the exchange ratio in the offer of one share of Key Tronic common stock for one unit consisting of $10 principal amount of Cemtrex’s debentures and one-third of a share of Cemtrex common stock, the Cemtrex offer has a value of $10.92 per share of Key Tronic common stock. This represents a 46% premium over Key Tronic’s closing share price on November 2, 2017.

FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE OFFER, PLEASE CAREFULLY READ THE SECTION CAPTIONED “RISK FACTORS” BEGINNING ON PAGE 18.

Cemtrex’s obligation to exchange its 4% subordinated debentures due 2024 and shares of common stock for shares of Key Tronic common stock is subject to a number of conditions, which are more fully described in the section captioned “The Offer – Conditions of the Offer.”

Cemtrex’s offer is not conditioned on any minimum number of shares being tendered. Cemtrex has determined not to include a minimum tender condition because it intends to complete the exchange offer and acquire as much of a stake in Key Tronic as Cemtrex deems advisable in light of its general investment policies, market conditions and regulatory factors.

Cemtrex has not authorized any person to provide any information or to make any representation in connection with the offer other than the information contained in this prospectus, and if any person provides any of this information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by Cemtrex.

CEMTREX IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND CEMTREX A PROXY.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November __, 2017

THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT CEMTREX AND KEY TRONIC FROM DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR “SEC,” THAT HAVE NOT BEEN INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS INFORMATION IS AVAILABLE AT THE INTERNET WEBSITE THE SEC MAINTAINS AT HTTP://WWW.SEC.GOV, AS WELL AS FROM OTHER SOURCES. SEE THE SECTION CAPTIONED “WHERE YOU CAN FIND MORE INFORMATION.”

THE DELIVERY OF THIS PROSPECTUS SHALL BE ACCOMPANIED BY CEMTREX’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016 AND CEMTREX’S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 . YOU ALSO MAY REQUEST COPIES OF THESE DOCUMENTS FROM CEMTREX, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO CEMTREX’S INFORMATION AGENT AT ITS ADDRESS OR TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS. IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS, YOU MUST MAKE YOUR REQUEST NO LATER THAN DECEMBER __, 2017.

THIS OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF STOCKHOLDERS OF KEY TRONIC.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following are some of the questions that you as a holder of shares of common stock of Key Tronic Corporation may have regarding the offer and answers to those questions. The answers to these questions do not contain all information relevant to your decision whether to tender your shares of Key Tronic common stock, and Cemtrex, Inc. urges you to read carefully the remainder of this prospectus and accompanying letter of transmittal.

What is Cemtrex’s Proposed Transaction?

Pursuant to the filing of the registration statement on Form S-4, of which this prospectus is a part, with the SEC, Cemtrex is offering to acquire all of the outstanding shares of Key Tronic common stock, in exchange for units consisting 4% subordinated debentures due 2024 and shares of common stock of Cemtrex. According to Key Tronic’s Quarterly Report on Form 10-K for the fiscal year ended July 1, 2017, as of September 7 , 2017, there were 10,759,680 shares of Key Tronic common stock outstanding. As of the date of this prospectus, Cemtrex owned less than 1% of Key Tronic’s outstanding shares of common stock. This exchange offer is the first step in Cemtrex’s plan to acquire all of the outstanding shares of Key Tronic, which may not be completed through this offer and may be accomplished through one or more transactions following this offer. There is no guarantee, however, that Cemtrex will acquire control of or the entire equity interest, or even a significant stake, in Key Tronic, through this offer or otherwise. Dissenters’ rights are not available in the offer. See “The Offer - Purpose of the Offer; Dissenters’ Rights.”

How Many Shares Will Cemtrex Purchase in the Offer?

Cemtrex intends to purchase such number of Key Tronic shares as are validly tendered and not properly withdrawn; however, Cemtrex reserves the right to purchase fewer than all of such tendered shares. If Cemtrex determines to purchase less than all of the tendered shares, such shares will be purchased on a pro rata basis. A significant factor relating to the number of Key Tronic shares purchased by Cemtrex in the offer is the impact of Washington’s Business Combination Statute as discussed below. If Cemtrex acquires less than 10% of Key Tronic’s outstanding shares of common stock, it will not be subject to any state takeover statute and may consider subsequent transactions to obtain control of Key Tronic, including the acquisition of additional Key Tronic shares for higher or lower prices than contemplated in this offer. In the event that the exchange offer results in the tender of significantly more than 10% but less than 50% of Key Tronic’s outstanding common stock, Cemtrex will not gain control of Key Tronic, Key Tronic will not be operated as a subsidiary of Cemtrex and Cemtrex will be subject to the Washington Business Combination Statute, which would prohibit it from engaging in transactions with Key Tronic for five years without the approval of Key Tronic’s board of directors and its disinterested shareholders. If this approval is not obtained, then after the expiration of the five-year period, a business combination may be consummated if the combination is then approved by the affirmative vote of the holders of two-thirds of the outstanding disinterested voting power. Alternatively, even without either of these approvals, a combination occurring more than five years after Cemtrex first became an interested stockholder may be permissible if specified requirements relating to the consideration to be received by disinterested stockholders are met. If Cemtrex becomes subject to the Washington Business Combination Statute, it may never acquire control of, or the entire equity interest in, Key Tronic; however, Cemtrex will evaluate its investment in Key Tronic common stock on a continual basis and may from time to time communicate with Key Tronic management, members of Key Tronic’s board of directors and stockholders of Key Tronic.

Cemtrex’s offer is not conditioned on any minimum number of shares being tendered. Cemtrex has determined not to include a minimum tender condition because it intends to complete the exchange offer and acquire as much of a stake in Key Tronic as it deems advisable in light of Cemtrex’s general investment policies, market conditions and regulatory factors. Should the exchange offer result in the tender of 10% or marginally more than 10% of Key Tronic’s outstanding common stock, Cemtrex may elect to accept the tender of less than 10% in order to avoid becoming subject to the Washington Business Combination Statute.

What Will I Receive in Exchange for My Shares of Key Tronic Common Stock?

In exchange for each share of Key Tronic common stock you validly tender and do not properly withdraw before the expiration date, you will receive one unit consisting of (i) $10 principal amount of Cemtrex’s 4% subordinated debentures due 2024 and (ii) one-third of a share of Cemtrex common stock. The debentures will mature seven years from the date of issuance and will bear interest at 4% per annum, payable quarterly in arrears in cash, and may be prepaid at the option of Cemtrex at any time, without premium or penalty. The indebtedness evidenced by the debentures will be subordinate in right of payment only to existing and future senior bank indebtedness of Cemtrex. Each debenture issuable to Key Tronic shareholders will be identical, except for its principal amount. For more information about the securities offered by Cemtrex in the exchange offer, see “Description of Cemtrex Securities.”

The number of units of Cemtrex debentures and shares into which each share of Key Tronic common stock will be exchanged in the offer is sometimes referred to in this prospectus as the “exchange ratio.” Cemtrex’s common stock is traded on the Nasdaq Capital Market. Prior to this offer, there has been no public market for Cemtrex’s units or debentures. Cemtrex intends to make applications with stock markets for trading the debentures following the consummation of this offer.

What is the Per Share Value of the Offer and the Premium Over Key Tronic’s Share Price?

On November 2, 2017, the closing price of a share of Cemtrex common stock was $2,77 and the closing price of a share of Key Tronic common stock was $7.46. Based on these closing prices and the principal amount of Cemtrex’s 4% subordinated debentures due 2024, and the exchange ratio in the offer of one share of Key Tronic common stock for one unit consisting of $10 principal amount of Cemtrex’s debentures and one-third of a share of Cemtrex common stock, the Cemtrex offer has a value of $10.92 per share of Key Tronic common stock. This represents a 46% premium over Key Tronic’s closing share price on November 2, 2017.

The value of the offer will change as the market prices of Cemtrex common stock and Key Tronic common stock fluctuate during the offer period and thereafter, and may therefore be different from the prices set forth above at the expiration of the offer period and at the time you receive your shares of Cemtrex common stock. Stockholders are encouraged to obtain current market quotations for shares of Cemtrex and Key Tronic common stock prior to making any decision with respect to the offer. On November __, 2017, the last full trading day before the date of this prospectus, the closing price of a share of Cemtrex common stock was $__ and the closing price of a share of Key Tronic common stock was $__. See “Risk Factors” and “Comparative Market Price Data.”

What is the Impact of Washington’s Business Combination Statute on the Offer?

Because Key Tronic is organized under the laws of Washington, the state’s business combination statute (Wash. Rev. Code Sections 23B.19.010 to 23B.19.050) would apply to an acquisition proposal for Key Tronic. If Cemtrex acquires 10% or more of the outstanding shares of Key Tronic common stock in the exchange offer, the business combination statute would prohibit Cemtrex from engaging, for a five-year period following the consummation of the offer, in a merger or any other business combination with Key Tronic. However, this prohibition would not apply if any of the following occur: (1) Key Tronic’s board approves either the 10% acquisition or a proposed business combination, in each case before Cemtrex acquires the 10% interest, (2) a business combination following Cemtrex’s acquisition of 10% is approved by the Key Tronic board of directors and unaffiliated owners of two-thirds of the outstanding shares, or (3) on consummation of the offer, Cemtrex acquires at least 90% of Key Tronic’s shares outstanding at the time the offer was commenced. As a result of this statute, if Cemtrex does not acquire a significant interest in Key Tronic through this offer or otherwise obtain Key Tronic board approval, it may be restricted from engaging in a second-step merger with Key Tronic to remove shareholders who did not tender their shares in the offer. Additionally, if Cemtrex purchases further shares of Key Tronic common stock directly from its shareholders following consummation of the offer, the fair price provisions under Washington law may apply to these purchases. See “The Offer – Certain Legal Matters; Regulatory Approvals – Washington Business Combination Statute.”

What does the Board of Directors of Key Tronic Think of the Offer?

Key Tronic’s board of directors has not approved this offer or otherwise commented on it as of the date of this prospectus. Within ten business days after the date of this prospectus, Key Tronic is required by law to publish, send or give to you (and file with the SEC) a statement as to whether it recommends acceptance or rejection of the offer, that it has no opinion with respect to the offer or that it is unable to take a position with respect to the offer.

Have You Discussed the Offer with the Board of Directors of Key Tronic?

No, Cemtrex ha s not yet discussed the offer with the b oard of d irectors of Key Tronic. Cemtrex intends to communicate with Key Tronic management and seek to meet with its b oard of directors as promptly as possible following the commencement of this exchange offer. Cemtrex has requested that Key Tronic provide Cemtrex with the information required to furnish complete disclosure regarding the business, operations, financial condition and management of Key Tronic, but as of the date of this prospectus, no such information has been received.

What are the Conditions of the Offer?

Cemtrex’s obligation to exchange units consisting of its 4% subordinated debentures due 2024 and shares of common stock for shares of Key Tronic common stock pursuant to the offer is subject to several conditions referred to below under “The Offer – Conditions of the Offer,” including the “registration statement condition,” that is, the registration statement of which this prospectus is a part shall have become effective under the Securities Act of 1933, as amended, referred to in this prospectus as the “Securities Act,” and no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

The satisfaction or existence of any of the conditions to the offer, including those set forth above, will be determined by Cemtrex in its reasonable discretion. Any and all conditions to the offer, including those set forth above, may be waived (to the extent legally permissible) by Cemtrex in its reasonable discretion.

Will I Be Taxed on the Cemtrex Common Stock I Receive?

The receipt of units consisting of Cemtrex’s 4% subordinated debentures due 2024 and shares of common stock by a U.S. holder in exchange for its shares of Key Tronic common stock pursuant to the offer may be a taxable transaction for U.S. federal income tax purposes. For a discussion of material U.S. federal tax consequences of the offer, see the section captioned “The Offer – Taxation.”

BECAUSE TAX MATTERS ARE COMPLICATED, CEMTREX URGES YOU TO CONTACT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER.

Is Cemtrex’s Financial Condition Relevant to My Decision to Tender in the Offer?

Yes. Cemtrex’s financial condition is relevant to your decision to tender your shares because shares of Key Tronic common stock accepted in the offer will be exchanged for units consisting of Cemtrex’s 4% subordinated debentures due 2024 and shares of common stock. You should therefore consider Cemtrex’s financial condition before you decide to become one of Cemtrex’s debenture and stockholders through the offer. You also should consider the likely effect that Cemtrex’s acquisition of Key Tronic will have on Cemtrex’s financial condition, if Cemtrex acquires a significant stake in Key Tronic. This prospectus incorporates by reference financial information regarding Cemtrex and Key Tronic and contains certain financial information regarding Cemtrex and Key Tronic, as well as pro forma financial information for the proposed combination of Cemtrex and Key Tronic, all of which Cemtrex encourage s you to review.

What Percentage of Cemtrex’s Shares Will Former Holders of Shares of Key Tronic Common Stock Own After the Offer?

Based on the exchange ratio for the offer and certain assumptions regarding the number of Key Tronic shares to be exchanged, Cemtrex estimates that if all Key Tronic shares are exchanged pursuant to the offer, former Key Tronic stockholders would own, in the aggregate, approximately 24.3% of the outstanding shares of Cemtrex common stock and, on a voting basis together with holders of Cemtrex’s common stock, series A preferred stock and series 1 preferred stock, approximately 10.8% of the total voting shares of Cemtrex. For a detailed discussion of the assumptions on which this estimate is based, see “The Offer – Ownership of Cemtrex After the Offer.”

How Long Do I Have to Decide Whether to Tender in the Offer?

You have until 5:00 p.m., Eastern time, on _____, December __, 2017 to decide whether to tender your shares in the offer unless Cemtrex extends the period of time during which the offer is open. If you cannot deliver everything required to make a valid tender to Continental Stock Transfer & Trust Company, the exchange agent for the offer, prior to such time, you may be able to use a guaranteed delivery procedure to tender your shares in the offer, which is described in “The Offer – Guaranteed Delivery.” When Cemtrex makes reference to the “expiration of the offer” or the “expiration date” anywhere in this prospectus, this is the time to which Cemtrex is referring, including, when applicable, any extension period that may apply.

Can the Offer Be Extended and Under What Circumstances?

Cemtrex may, in its sole discretion, extend the offer at any time or from time to time. For instance, the offer may be extended if any of the conditions specified in “The Offer – Conditions of the Offer” are not satisfied prior to the scheduled expiration date of the offer. Cemtrex may also elect to provide a “subsequent offering period” for the offer. A subsequent offering period is not an extension of the offer. Rather, a subsequent offering period would be an additional period of time, beginning after Cemtrex has accepted for exchange all shares tendered during the offer, during which stockholders who did not tender their shares in the offer may tender their shares and receive the same consideration provided in the offer. Cemtrex does not currently intend to include a subsequent offering period, although it reserves the right to do so.

How Will I Be Notified if the Offer is Extended?

If Cemtrex decides to extend the offer, it will inform the exchange agent of that fact and will make a public announcement of the extension, not later than 9:00 a.m., Eastern time, on the business day after the day on which the offer was scheduled to expire.

How Do I Tender My Shares?

To tender shares, you must deliver the certificates representing your shares, together with a properly completed and duly executed letter of transmittal, to the exchange agent not later than the time the offer expires. If your shares are held in street name by your broker, dealer, commercial bank, trust company or other nominee, such nominee can tender your shares through The Depository Trust Company. If you cannot deliver everything required to make a valid tender to the exchange agent for the offer prior to the expiration of the offer, you may have a limited amount of additional time by having a broker, a bank or other fiduciary that is a member of the Securities Transfer Agents Medallion Program or other eligible institution guarantee that the missing items will be received by the exchange agent within three business days after the expiration of the offer. However, the exchange agent must receive the missing items within that three business day period. For a complete discussion on the procedures for tendering your shares, see “The Offer – Procedure for Tendering” and “The Offer – Guaranteed Delivery.”

Will I Have to Pay any Fee or Commission to Exchange Shares of Key Tronic Common Stock?

If you are the record owner of your shares and you tender your shares in the offer, you will not have to pay any brokerage fees, commissions or similar expenses. If you own your shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your shares on your behalf, they may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

Until What Time Can I Withdraw Tendered Shares?

You can withdraw tendered shares at any time until the offer has expired and, if Cemtrex has not agreed to accept your shares for exchange by the expiration date, you can withdraw them at any time after that date until it accepts shares for exchange. If Cemtrex decides to provide a subsequent offering period, it will accept shares tendered during that period immediately and thus you will not be able to withdraw shares tendered in the offer during any subsequent offering period. For a complete discussion on the procedures for withdrawing your shares, see “The Offer – Withdrawal Rights.”

How Do I Withdraw Tendered Shares?

To withdraw shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the exchange agent for the offer, while you have the right to withdraw the shares. If you tendered shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your shares. For a complete discussion on the procedures for withdrawing your shares, see “The Offer – Withdrawal Rights.”

When and How Will I Receive the Cemtrex Shares for My Tendered Shares?

Cemtrex will exchange all validly tendered and not properly withdrawn shares promptly after the expiration date of the offer, subject to the terms of the offer and the satisfaction or waiver of the conditions to the offer, as set forth in “The Offer – Conditions of the Offer.” Cemtrex will exchange your validly tendered and not properly withdrawn shares by depositing units consisting of Cemtrex’s 4% subordinated debentures due 2024 and shares of common stock with the exchange agent, which will act as your agent for the purpose of receiving such securities from Cemtrex and transmitting them shares to you. In all cases, exchange of tendered shares will be made only after timely receipt by the exchange agent of certificates for such shares (or of a confirmation of a book-entry transfer of such shares as described in “The Offer – Procedure for Tendering”) and a properly completed and duly executed letter of transmittal and any other required documents for such shares.

If I Decide Not to Tender, How Will the Offer Affect My Shares?

If the offer is consummated, the number of Key Tronic shareholders and the number of shares of Key Tronic still in the hands of the public may be so small that there may no longer be an active public trading market or, possibly, any public trading market, for these shares, which may affect the prices at which the shares trade. Also, as described below, Key Tronic may cease making filings with the SEC or otherwise cease being subject to the SEC rules relating to publicly held companies. See “The Offer – Effect of the Offer on the Market for Shares of Key Tronic Common Stock; Registration Under the Exchange Act; Margin Regulations” and “The Offer – Purpose of the Offer; Dissenters’ Rights.”

Are Dissenters’ Rights Available in the Offer?

Dissenters’ rights are the rights of stockholders, in certain cases, to receive “fair value” for their shares, plus accrued interest, as determined by a statutorily-prescribed process, which may include a judicial appraisal process. Dissenters’ rights are not available in the exchange offer. See “The Offer – Purpose of the Offer; Dissenters’ Rights.”

What is the Market Value of My Shares of Key Tronic Common Stock as of a Recent Date?

On November __, 2017, the last full trading day before the date of this prospectus, the closing price of a share of Key Tronic common stock was $___. Cemtrex advises you to obtain a recent quotation for the Key Tronic common stock before deciding whether to tender your shares.

Why Does the Cover Page to this Prospectus State that the Offer is Subject to Change and that the Registration Statement Filed with the SEC is Not Yet Effective? Does this Mean that the Offer has not Commenced?

No. Completion of this preliminary prospectus and effectiveness of the registration statement are not necessary for the offer to commence. We cannot, however, accept for exchange any shares tendered in the offer or exchange any shares of Key Tronic common stock until the registration statement is declared effective by the SEC and the other conditions to the offer have been satisfied or, to the extent legally permissible, waived.

Where Can I Find More Information on Cemtrex and Key Tronic?

You can find more information about Cemtrex and Key Tronic from various sources described in the section captioned “Where You Can Find More Information.”

Who Can I Talk to If I Have Questions About the Offer?

You can call Okapi Partners LLC, the information agent for the offer, at the numbers below.

The information agent for the offer is:

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (855) 208-8901

Email: cemtrex@okapipartners.com

WHERE YOU CAN FIND MORE INFORMATION

Cemtrex and Key Tronic file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that Cemtrex and Key Tronic file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding the public reference room. Cemtrex’s and Key Tronic’s public filings also are available to the public from commercial document retrieval services and at the Internet website maintained by the SEC at http://www.sec.gov.

Cemtrex has filed a registration statement on Form S-4 to register with the SEC the offering and sale of shares of Cemtrex common stock to be issued in the offer. This prospectus is a part of that registration statement. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits to the registration statement. For further information, reference is made to the registration statement and its exhibits. Cemtrex may also file amendments to the registration statement. You may obtain copies of the Form S-4 (and any amendments to those documents) by contacting the information agent as directed on the back cover of this prospectus.

The SEC allows Cemtrex to incorporate information into this prospectus “by reference,” which means that Cemtrex can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that Key Tronic and Cemtrex have previously filed with the SEC. These documents contain important information about Key Tronic and Cemtrex and each company’s respective financial condition.

Key Tronic Filings (File No. 000-11559):

Cemtrex Filings (File No. 001-37464):

Cemtrex hereby incorporates by reference additional documents that it and Key Tronic may file with the SEC between the date of this prospectus and the expiration date of the offer (or the date that the offer is terminated). These include, but are not limited to, periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements. For the avoidance of doubt, information furnished pursuant to Item 2.02 or 7.01 of any current report on Form 8-K shall not be deemed incorporated herein or otherwise to form a part hereof.

You may obtain any of the documents incorporated by reference upon request to the information agent at its address or telephone number set forth on the back cover of this prospectus or from the SEC at the SEC’s internet website provided above.

THE DELIVERY OF THIS PROSPECTUS SHALL BE ACCOMPANIED BY CEMTREX’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016 AND CEMTREX’S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 . IF YOU WOULD LIKE TO REQUEST DOCUMENTS FROM CEMTREX, PLEASE CONTACT THE INFORMATION AGENT NO LATER THAN DECEMBER __, 2017 TO RECEIVE THEM BEFORE THE EXPIRATION DATE OF CEMTREX’S OFFER. This prospectus is accompanied by the latest Form 10-K and Form 10-Q for each of Cemtrex and Key Tronic. If you request any other incorporated documents, the information agent will mail them to you by first-class mail, or other equally prompt means, within one business day of receipt of your request.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS IN MAKING YOUR DECISION WHETHER TO TENDER YOUR SHARES OF KEY TRONIC COMMON STOCK INTO CEMTREX’S OFFER. CEMTREX HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT DIFFERS FROM THAT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS DATED NOVEMBER __ , 2017. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND NEITHER THE MAILING OF THIS PROSPECTUS TO STOCKHOLDERS NOR THE ISSUANCE OF SHARES OF CEMTREX COMMON STOCK IN CEMTREX’S OFFER SHALL CREATE ANY IMPLICATION TO THE CONTRARY.

NOTE ON KEY TRONIC INFORMATION

In respect of information relating to Key Tronic’s business, operations and management presented in, or omitted from, this prospectus, Cemtrex has relied upon publicly available information, primarily information publicly filed by Key Tronic with the SEC. Information publicly filed by Key Tronic may be examined and copies may be obtained at the places and in the manner set forth in the section captioned “Where You Can Find More Information.” Cemtrex is not affiliated with Key Tronic, and non-public information concerning Key Tronic was not available to Cemtrex for the purpose of preparing this prospectus. Key Tronic has not cooperated with Cemtrex in, and has not been involved in, the preparation of this prospectus and has not verified the information contained in this prospectus relating to Key Tronic. Publicly available information concerning Key Tronic may contain errors. Cemtrex has no knowledge that would indicate that any statements contained herein regarding Key Tronic’s operations, financial condition or condition in general, based upon such publicly filed reports and documents, are inaccurate, incomplete or untrue. However, Cemtrex was not involved in the preparation of such reports and documents. As a result, Cemtrex has made adjustments and assumptions in preparing the pro forma financial information presented in this prospectus which have necessarily involved estimates with respect to Key Tronic’s financial information. Any financial or other information regarding Key Tronic that may be detrimental to Cemtrex following the acquisition of Key Tronic that has not been publicly disclosed by Key Tronic, or errors in estimates due to fact that Key Tronic did not cooperate with Cemtrex, may have an adverse effect on the benefits Cemtrex expects to achieve through the consummation of the offer.

Pursuant to Rule 409 under the Securities Act and Rule 12b-21 under the Exchange Act, Cemtrex has requested that Key Tronic provide Cemtrex with the information required to furnish complete disclosure regarding the business, operations, financial condition and management of Key Tronic. Cemtrex will amend or supplement this prospectus to include any and all information Cemtrex receives from Key Tronic, if Cemtrex receives the information before the offer expires and Cemtrex considers it to be material, reliable and appropriate. As of the date of this prospectus, no such information has been received.

In addition, pursuant to Rule 437 under the Securities Act, Cemtrex will request that (i) Key Tronic cooperate in obtaining the consent of its independent public accountants and (ii) Key Tronic’s independent public accountants provide Cemtrex with their consent required for Cemtrex to include in this prospectus the audit report included in Key Tronic’s annual report on Form 10-K for the fiscal year ended July 1, 2017. Cemtrex has requested and has, as of the date of this prospectus, not received this consent from Key Tronic’s independent public accountants. If Cemtrex receives this consent, Cemtrex will promptly file it as an exhibit to the registration statement of which this prospectus forms a part.

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe Cemtrex’s objectives, plans or goals are forward-looking. Cemtrex’s forward-looking statements are based on management’s current intent, belief, expectations, estimates and projections regarding Cemtrex and Key Tronic and projections regarding their respective industries. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict, including those discussed below. Therefore, actual results may vary materially from what is expressed in or indicated by the forward-looking statements. In particular, forward-looking statements as to Cemtrex’s financial and business performance following the proposed acquisition of Key Tronic should be qualified by the absence of any opportunity for Cemtrex to perform comprehensive due diligence on Key Tronic. These forward-looking statements might have been significantly different had such due diligence been performed. Readers of this prospectus are cautioned not to place undue reliance on forward-looking statements since, while Cemtrex believes the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this prospectus and the material accompanying this prospectus.

RISK FACTORS

Risk Factors Relating to the Offer

The exchange ratio for the offer is fixed and will not be adjusted. Because the market price of shares of Cemtrex common stock may fluctuate, Key Tronic stockholders cannot be sure of the market value of the debentures and shares of Cemtrex that they will receive in the offer.

Each outstanding share of Key Tronic common stock that is validly tendered and not properly withdrawn prior to the expiration date will be exchanged for one unit consisting of (i) $10 principal amount of Cemtrex’s 4% subordinated debentures due 2024 and (ii) one-third of a share of Cemtrex common stock. This exchange ratio is fixed and will not be adjusted in case of any increases or decreases in the price of Cemtrex common stock or Key Tronic common stock. If the price of Cemtrex common stock declines (which may occur as a result of a number of reasons (many of which are out of Cemtrex’s control), including as a result of the risks described in this “Risk Factors” section), Key Tronic stockholders will receive less value for their shares in the offer than the value calculated pursuant to the exchange ratio for the offer. Because the offer may not be completed until a number of conditions have been satisfied or waived (see the section of this prospectus entitled “The Offer – Conditions of the Offer”), a significant period of time may pass between the commencement of the offer and the time that Cemtrex accepts shares of Key Tronic common stock for exchange. You will not know the exact market value of the shares of Cemtrex common stock that will be issued to you if Cemtrex accepts your shares for exchange. Key Tronic stockholders are urged to obtain current market quotations for Cemtrex common stock and Key Tronic common stock when they consider whether to tender their shares of Key Tronic common stock pursuant to the offer.

This transaction may adversely affect the liquidity and value of non-tendered Key Tronic common stock.

In the event that not all of the shares of Key Tronic common stock are tendered in the offer and Cemtrex accepts for exchange those shares tendered into the offer, the number of stockholders and the number of shares of Key Tronic common stock held by individual holders will be reduced. As a result, the closing of the offer would adversely affect the liquidity and could also adversely affect the market value of the remaining shares of Key Tronic common stock held by the public. Following the closing of the offer, the Key Tronic common stock may cease to be traded on the Nasdaq Global Market. If this were to occur, shares of Key Tronic common stock not tendered pursuant to the offer may become illiquid and may be of reduced value. See “The Offer – Plans for Key Tronic.”

Cemtrex has only conducted a review of Key Tronic’s publicly available information and has not had access to Key Tronic’s non-public information. Therefore, Cemtrex may be subject to unknown liabilities of Key Tronic which may have a material adverse effect on Cemtrex’s profitability and results of operations.

To date, Cemtrex has only conducted a due diligence review of Key Tronic’s publicly available information. As a result, after the consummation of the offer, Cemtrex may be subject to unknown liabilities of Key Tronic, which Cemtrex might have otherwise discovered if Cemtrex had been able to conduct a complete due diligence review of Key Tronic’s non-public information. Any such unknown liabilities may have a material adverse effect on Cemtrex’s profitability and results of operations.

Cemtrex’s verification of the reliability of the Key Tronic information included in, or omitted from, this prospectus pursuant to Cemtrex’s due diligence review of Key Tronic has been limited by the fact that Key Tronic has not provided Cemtrex with the accounting and other records necessary for Cemtrex to fully assess the financial and operating condition of Key Tronic.

In respect of all information relating to Key Tronic presented in, or omitted from, this prospectus, Cemtrex has relied upon publicly available information, including information publicly filed by Key Tronic with the SEC. Although Cemtrex has no knowledge that would indicate that any statements contained herein regarding Key Tronic’s condition, including its financial or operating condition, based upon such publicly filed reports and documents, are inaccurate, incomplete or untrue, Cemtrex was not involved in the preparation of such reports and documents. For example, Cemtrex made adjustments and assumptions in preparing the pro forma financial information presented in this prospectus that have necessarily involved Cemtrex’s estimates with respect to Key Tronic’s financial information. Any financial, operating or other information regarding Key Tronic that may be detrimental to Cemtrex following Cemtrex’s planned acquisition of Key Tronic common stock that has not been publicly disclosed by Key Tronic, or errors in Cemtrex’s estimates due to the fact that Key Tronic did not cooperate with Cemtrex, may have an adverse effect on the benefits Cemtrex expects to achieve through the consummation of the offer.

The exchange offer does not include a majority or minimum tender offer condition, so Cemtrex may never acquire control of, or the entire equity interest in, Key Tronic, through this offer or otherwise.

Cemtrex has determined not to include a minimum tender condition for the consummation of this offer that would ensure it would obtain majority control of, or even a significant stake in, Key Tronic through this offer or otherwise. If Cemtrex does not obtain control of, or a significant interest in, Key Tronic, it may not have any influence or control over Key Tronic following this offer. Without control of Key Tronic, Cemtrex would have limited ability to impact change at Key Tronic, would be unable to integrate its company and Key Tronic, would have little to no control over management of Key Tronic and would not realize any operational synergies as between Cemtrex and Key Tronic or any other business or financial benefit from the acquisition of Key Tronic commn stock.

Cemtrex has determined not to include a minimum tender condition because it intends to complete the exchange offer and acquire as much of a stake in Key Tronic as it deems advisable in light of Cemtrex’s general investment policies, market conditions and regulatory factors. If Cemtrex acquires less than 10% of Key Tronic’s outstanding shares of common stock, it will not be subject to any state takeover statute and may consider subsequent transactions to obtain control of Key Tronic, including the acquisition of additional Key Tronic shares for higher or lower prices than contemplated in this offer. In the event that the exchange offer results in the tender of significantly more than 10% but less than 50% of Key Tronic’s outstanding common stock, Cemtrex will not gain control of Key Tronic, Key Tronic will not be operated as a subsidiary of Cemtrex and Cemtrex will be subject to the Washington Business Combination Statute, which would prohibit it from engaging in transactions with Key Tronic for five years without the approval of Key Tronic’s board of directors and its disinterested shareholders. If this approval is not obtained, then after the expiration of the five-year period, a business combination may be consummated if the combination is then approved by the affirmative vote of the holders of two-thirds of the outstanding disinterested voting power. Alternatively, even without either of these approvals, a combination occurring more than five years after Cemtrex first became an interested stockholder may be permissible if specified requirements relating to the consideration to be received by disinterested stockholders are met. Should the exchange offer result in the tender of 10% or marginally more than 10% of Key Tronic’s outstanding common stock, Cemtrex may elect to accept the tender of less than 10% in order to avoid becoming subject to the Washington Business Combination Statute. If Cemtrex becomes subject to the Washington Business Combination Statute, it may never acquire control of, or the entire equity interest in, Key Tronic; however, Cemtrex will evaluate its investment in Key Tronic common stock on a continual basis and may from time to time communicate with Key Tronic management, members of Key Tronic’s board of directors and stockholders of Key Tronic.

The achievement of any of the advantages of combining the companies’ businesses, if such occurs, will depend in large part on the successful integration of their operations, as to which no assurance can be given that these goals can be attained.

The achievement of any of the advantages of combining the businesses of Cemtrex and Key Tronic, as to which no assurance can be given, will depend in large part on the successful integration of the operations of the companies, including the structuring of personnel and operational responsibilities to achieve more efficiency and to exploit the relationships between the companies’ businesses. However, there can be no guarantee that such goals can be attained, that revenues from customers will not be lost as a result of an integration of the companies or changes in the companies’ sales, service or support policies following the transaction or that a combined company, if successful, will be able to attain stockholder values greater than if the companies operated independently.

The market price of Cemtrex common stock may decline as a result of the offer, and Cemtrex common stock could be delisted from the Nasdaq Capital Market.

The market price of Cemtrex common stock may decline as a result of the offer if:

In connection with the offer, Cemtrex estimates that it may issue up to approximately 3,586,560 shares of its common stock pursuant to the offer. The increase in the number of shares of Cemtrex common stock issued may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Cemtrex common stock.

In addition, there can be no assurance that Cemtrex common stock will continue to meet the requirements for listing on the Nasdaq Capital Market. If Cemtrex common stock were to be delisted from the Nasdaq Capital Market, the public trading market for Cemtrex common stock, and your ability to sell your shares , would be adversely affected.

The offer could trigger provisions contained in Key Tronic’s agreements that could permit a counter-party to an agreement with Key Tronic to terminate that agreement.

Because Cemtrex has not had the opportunity to review Key Tronic’s non-public information, there may be agreements to which Key Tronic is a party, including with its network of brokers and franchisees, that permit a counter-party to terminate an agreement because the offer would cause a default or violate an anti-assignment, change of control or similar clause. If this happens, Cemtrex may have to seek to replace that agreement with a new agreement. Cemtrex cannot assure you that it will be able to replace a terminated agreement on comparable terms or at all. Depending on the importance of a terminated agreement to Key Tronic’s business, failure to replace that agreement on similar terms or at all may increase the costs to Cemtrex of operating Key Tronic’s business or prevent Cemtrex from operating part or all of Key Tronic’s business.

Antitrust authorities may attempt to delay or prevent Cemtrex’s acquisition of Key Tronic common stock or may require divestitures.

Based on publicly available information concerning Key Tronic’s operations, Cemtrex does not believe that the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is applicable to the proposed transaction, and is not aware of any other material filings that will be required with any regulatory authorities in connection with the proposed transaction. Cemtrex cannot provide any assurance that any necessary approvals will be obtained or that there will not be any adverse consequences to Cemtrex’s or Key Tronic’s business resulting from the failure to obtain any required regulatory approvals or from conditions that could be imposed in connection with obtaining any such approvals, including divestitures or other operating restrictions upon Key Tronic or the combined company. The offer is conditioned upon the receipt from all antitrust authorities of approval and/or clearance, without any adverse limitations or restrictions, of Cemtrex’s acquisition of Key Tronic and no court or other governmental authority prohibiting the consummation of the offer. You should be aware that any required regulatory approvals may not be obtained in time and could result in a significant delay in the consummation of the offer.

Upon your receipt of shares of Cemtrex common stock in the offer, you will become a common stockholder in Cemtrex, a Delaware corporation, which will change some of the rights and privileges you hold as a common stockholder of Key Tronic, a Washington corporation.

Cemtrex is a Delaware corporation and is governed by the laws of the State of Delaware and by its certificate of incorporation and bylaws. The General Corporation Law of the State of Delaware, referred to as the “DGCL,” extends to stockholders rights and privileges that may not exist under Washington law and, conversely, does not extend other rights and privileges that you may have as a stockholder of a company governed by Washington law, for example Washington law requires that stockholder actions by written consent are unanimous and that a special meeting be held for removal of directors by stockholders, while the DGCL does not contain the same requirements. The directors of a Delaware corporation may elect to adopt provisions that have the effect of discouraging a third party from acquiring control of the corporation. These provisions could limit the price that some investors might be willing to pay in the future for shares of Cemtrex common stock. These Delaware provisions may also have the effect of discouraging or preventing transactions involving an actual or a threatened change in control of Cemtrex’s company, including unsolicited takeover attempts, even though such a transaction may offer Cemtrex’s stockholders the opportunity to sell their shares of Cemtrex common stock at a price above the prevailing market price. For a detailed discussion of the rights of Cemtrex common stockholders versus the rights of Key Tronic common stockholders, see the section captioned “Comparison of Stockholders’ Rights.”

Risk Factors Relating to Cemtrex’s Business

There is no guarantee that cash flow from operations and/or debt and equity financings will provide sufficient capital to meet Cemtrex’s expansion goals and working capital needs.

Cemtrex’s current strategic plan includes the expansion of Cemtrex both organically and through acquisitions if market conditions and competitive conditions allow. Due to the long-term nature of investments in acquisitions and other financial needs to support organic growth, including working capital, Cemtrex expects its long-term and working capital needs to periodically exceed the short-term fluctuations in cash flow from operations. Accordingly, Cemtrex anticipates that it will likely raise additional external capital from the sale of common stock, preferred stock and debt instruments as market conditions may allow, in addition to cash flow from operations to fund Cemtrex’s growth and working capital needs. To the extent that Cemtrex’s internally-generated cash flow is insufficient to meet Cemtrex’s needs, it is subject to uncertain and ever-changing debt and equity capital market conditions over which it has no control. The magnitude and the timing of the funds that Cemtrex needs to raise from external sources also cannot be easily predicted.

In the event that Cemtrex needs to raise significant amounts of external capital at any time or over an extended period, Cemtrex faces a clear risk that it may need to do so under adverse capital market conditions with the result that persons who acquire Cemtrex common stock may incur significant and immediate dilution should Cemtrex raise capital from the sale of its common or preferred stock. Similarly, Cemtrex may need to meet its external capital needs from the sale of secured or unsecured debt instruments at interest rates and with such other debt covenants and conditions as the market then requires. In all of these transactions Cemtrex anticipates that it will likely need to raise significant amounts of additional external capital to support its growth. However, there can be no guarantee that it will be able to raise external capital on terms that are reasonable in light of current market conditions. In the event that Cemtrex is not able to do so, those who acquire Cemtrex common stock may face significant and immediate dilution and other adverse consequences. Further, debt covenants contained in debt instruments that Cemtrex issue may limit its financial and operating flexibility with consequent adverse impact on its common stock market prices.

Cemtrex has substantial debt which could adversely affect its ability to raise additional capital to fund operations and prevent Cemtrex from meeting its obligations under outstanding indebtedness.

As of June 30, 2017, Cemtrex’s total indebtedness was approximately $15.0 million, including a revolving line of credit of $2.8 million, convertible notes payable of $0.5 million, bank loans of $7.9 million and a mortgage for $3.8 million. Cemtrex will continue to have a significant amount of indebtedness following this offer. This substantial debt could have important consequences, including the following: (i) a substantial portion of Cemtrex’s cash flow from operations may be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) Cemtrex’s ability to obtain additional financing for working capital, debt service requirements and general corporate purposes in the future may be limited; (iii) Cemtrex may face a competitive disadvantage to lesser leveraged competitors; (iv) Cemtrex’s debt service requirements could make it more difficult to satisfy other financial obligations; and (v) Cemtrex may be vulnerable in a downturn in general economic conditions or in its business and it may be unable to carry out activities that are important to its growth.

Cemtrex’s ability to make scheduled payments of the principal of, or to pay interest on, or to refinance indebtedness depends on and is subject to its financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond management’s control. If Cemtrex is unable to generate sufficient cash flow to service its debt or to fund its other liquidity needs, it will need to restructure or refinance all or a portion of its debt, which could impair its liquidity. Any refinancing of indebtedness, if available at all, could be at higher interest rates and may require Cemtrex to comply with more onerous covenants that could further restrict its business operations. Despite Cemtrex’s significant amount of indebtedness, it may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with its substantial debt.

Cemtrex’s ability to secure and maintain sufficient credit arrangements is key to its continued operations and there is no assurance it will be able to obtain sufficient additional equity or debt financing in the future.

There is no assurance that Cemtrex will be able to retain or renew its credit agreements and other finance agreements in the future. In the event the business grows rapidly, the uncertain economic climate continues or Cemtrex acquires one or more other companies, additional financing resources will likely be necessary in the current or future fiscal years. As a smaller publicly-traded company, there is no assurance that Cemtrex will be able to obtain sufficient additional equity or debt financing in the future on terms that are reasonable in light of current market conditions.

Cemtrex’s sales and gross margins depend significantly on market demand for its products, as to which there can be no assurance.

The uncertainty in the U.S. and international economic and political environment could result in a decline in demand for Cemtrex’s products in any industry. Cemtrex’s gross margins are dependent upon its ability to maintain sales volumes at levels that allow it to cover our fixed costs and variable costs per unit. To the extent that one or more product lines experience a significant and protracted decline in sales volume, Cemtrex may experience significant declines in its gross margins that may result in losses. Further, any adverse changes in tax rates and laws affecting Cemtrex’s customers could result in decreases in demand of its products and thus decrease its gross margins. Any of these factors could negatively impact its business, results of operations and financial condition.

Many of Cemtrex’s existing and future customers do not commit to firm production schedules, which may result in higher fixed costs per unit for Cemtrex relative to its competitors.

Most of Cemtrex’s customers do not commit to long-term production schedules, which makes it difficult to schedule production and achieve maximum efficiency at its manufacturing facilities and to manage inventory levels. As a result, Cemtrex’s fixed costs per unit may be higher than its competitors who are able to achieve greater economies with longer production runs at lower costs per unit and, at the same time, achieve lower manufacturing costs as a result and as a result of better manufacturing scheduling.

The volume and timing of sales to Cemtrex’s customers may vary due to:

Many of Cemtrex’s existing and future customers do not commit to firm production schedules. As a result, Cemtrex is unable to forecast the level of customer orders with any precision. This means that it is very difficult for Cemtrex to schedule production and maximize utilization of manufacturing capacity and manage inventory levels. This may adversely impact Cemtrex’s unit manufacturing costs so that its unit manufacturing costs may be higher than its competitors’ costs.

In these circumstances Cemtrex anticipates that it could be required to increase or decrease staffing and more closely manage other expenses in order to meet the anticipated demand of its existing and future customers. Orders from Cemtrex’s customers are subject to cancellation and delivery schedules fluctuate as a result of changes in its customers’ demand, thereby adversely affecting Cemtrex’s results of operations, and may result in higher inventory levels. Higher inventory levels cause Cemtrex to obtain greater external financing which adversely affects its financial performance.

Cemtrex’s products could face serious competitive challenges, including rapid technological changes, and pricing pressure from competitors, which could adversely affect its business.

In the event that one or more of Cemtrex’s product lines become the subject of significant pressures from its existing and future competitors, market conditions, technological change, or any combination thereof, its sales revenues and its gross margins may suffer protracted and serious declines with the result that Cemtrex will likely incur protracted losses thereby. Further, the barriers to entry in several of Cemtrex’s lines of business are not so significant that it may be facing competition from others who see significant opportunities to enter the market and undercut Cemtrex’s prices with products that possess superior technological attributes at prices that offer Cemtrex’s customers a better value. In this instance Cemtrex could incur protracted and significant losses and persons who acquire Cemtrex’s securities would suffer losses thereby.

Factors affecting the industries that utilize Cemtrex customers’ products could negatively impact those customers and Cemtrex.

Cemtrex has no real control over these factors and to the extent that any one or more of them change dramatically, Cemtrex may face significant financial challenges that are in excess of its abilities. These factors include:

Cemtrex has grown through acquisitions and is continuously looking to fund other acquisitions; Cemtrex’s failure to raise funds may have the effect of slowing down its growth and Cemtrex’s use of funds for acquisitions subjects it to acquisition-related risks.

Cemtrex intends to make acquisitions of complementary (including competitive) businesses, products and technologies. However, any future acquisitions may result in material transaction costs, increased interest and amortization expenses related to goodwill and other intangible assets, increased depreciation expense and increased operating expenses, any of which could have an adverse effect on Cemtrex’s operating results and financial position. Acquisitions will require integration of acquired assets and management into Cemtrex’s operations to realize economies of scale and control costs. Acquisitions may involve other risks, including diversion of management attention that would otherwise be available for ongoing internal development of Cemtrex’s business and risks inherent in entering markets in which Cemtrex has no or limited prior experience. Future acquisitions may also result in potentially dilutive issuances of equity securities. In addition, consummation of acquisitions may subject Cemtrex to unanticipated business uncertainties, contingent liabilities or legal matters relating to those acquired businesses for which the sellers of the acquired businesses may not fully indemnify Cemtrex. There can be no assurance that Cemtrex’s business will grow through acquisitions, as anticipated.

In December 2015, Cemtrex completed the acquisitions of Advanced Industrial Services Inc., an installer of high precision equipment, and in May 2016, the acquisition of Periscope, GmbH, an electronics manufacturing company. Cemtrex needs to raise funds to finance acquisitions and support the working capital requirements of the acquired companies. There is substantial risk that Cemtrex will only be able to raise funds that would cause substantial dilution to the existing stockholders or at terms that may be very expensive. In the past, Cemtrex has raised funds from related party loans and there can be no assurance that such related party loans will be available to Cemtrex in the future. Further, there can be no guarantee that Cemtrex will be able to raise funds in sufficient amounts in the future and on terms that are reasonable in light of Cemtrex’s current circumstances. Persons who acquire Cemtrex common stock may suffer immediate and substantial dilution and, in other instances, the total loss of their investment if Cemtrex is not able to raise sufficient funds on reasonable terms. In the event that Cemtrex is unable to raise funds in sufficient amounts and on reasonable terms, it may not be able to complete any further acquisitions and provide working capital for the completed acquisitions.

Cemtrex could be subject to economic, political, regulatory and other risks arising from international operations.

Operating in international markets requires significant resources and management attention and will subject Cemtrex to regulatory, economic and political risks that may be different from and incremental to those in the United States. In addition to the risks that Cemtrex faces in the United States, Cemtrex’s international operations may involve risks that could adversely affect its business, including:

Cemtrex’s failure to manage any of these risks successfully could harm its international operations and its overall business, as well as results of its operations.

Even though Cemtrex achieved a profit for the fiscal year ended September 30, 2016 and the nine months ended June 30, 2017, it cannot assure you that it will remain profitable and maintain a positive cash flow or, if it is profitable and has a positive cash flow, that it can sustain operations that are profitable and have a positive cash flow in the future.

Cemtrex continues to incur significant expenditures related to selling and marketing and general and administrative activities as well as capital expenditures and Cemtrex anticipates that its expenses may increase in the foreseeable future as it expands its business. Further, as a public company Cemtrex continues to incur significant legal, accounting and other expenses that it would not incur as a private company. To maintain profitability, Cemtrex will need to generate significant additional revenues with significantly improved gross margins. There can be no assurance that it will be able to maintain profitability with its existing revenues and in the future generate such additional revenues, improve its gross margins, or both of them and maintain and sustain its profitability or a positive cash flow.

While Cemtrex believes that its technology and procedures are likely proprietary, it cannot assure you that others have not or will not replicate its technology and procedures and achieve greater efficiencies and success at Cemtrex’s expense.

In that event, Cemtrex could suffer serious and protracted losses and negative cash flow thereby, its strategy has been to rely on its flexibility to develop custom engineered solutions for various applications and be responsive to customer needs. Cemtrex cannot assure you that this strategy is or will remain effective to meet these challenges.

Cemtrex may not have sufficient financial resources to defend its intellectual property rights or otherwise successfully defend against claims that it has infringed on a third party’s intellectual property and, as a result, it may adversely affect Cemtrex’s business, financial condition and results of operations.

Even if such claims are not valid, they could subject Cemtrex to significant costs. In addition, it may be necessary in the future to enforce Cemtrex’s intellectual property rights to determine the validity and scope of the proprietary rights of others. Litigation may also be necessary to defend against claims of infringement or invalidity by others. Cemtrex may not have sufficient financial resources to defend its intellectual property rights or otherwise to successfully defend Cemtrex against valid or spurious claims that it infringed upon the intellectual property rights of others.

An adverse outcome in litigation or any similar proceedings could force Cemtrex to take actions that could harm its business. These include: (i) ceasing to sell products that contain allegedly infringing property; (ii) obtaining licenses to the relevant intellectual property which Cemtrex may not be able to obtain on terms that are acceptable, or at all; (iii) indemnifying certain customers or strategic partners if it is determined that Cemtrex infringed upon or misappropriated another party’s intellectual property; and (iv) redesigning products that embody allegedly infringing intellectual property. Any of these results could adversely and significantly affect Cemtrex’s business, financial condition and results of operations. In addition, the cost of defending or asserting any intellectual property claim, both in legal fees and expenses, and the diversion of management resources, regardless of whether the claim is valid, could be significant and lead to significant and protracted losses.

Product defects could cause Cemtrex to incur significant product liability, warranty and repair and support costs and damage its reputation, which would have a material adverse effect on its business.

Although Cemtrex tests its products, defects may be discovered in future or existing products. These defects could cause Cemtrex to incur significant warranty, support and repair costs and divert the attention of research and development personnel. It could also significantly damage Cemtrex’s reputation and relationship with distributors and customers, which would adversely affect Cemtrex’s business. In addition, such defects could result in personal injury or financial or other damages to customers who may seek damages with respect to such losses. A product liability claim against Cemtrex, even if unsuccessful, would likely be time consuming and costly to defend. Cemtrex carries some product liability insurance but it cannot assure you that the amount of coverage that it carries is sufficient to insulate Cemtrex from these claims. In the event of any claim asserting product defects, Cemtrex will be directly exposed to liability for claims in excess of its coverage limits and there is a clear risk that Cemtrex and its stockholders could suffer significant and protracted losses thereby.

The markets in which Cemtrex operates are highly competitive, and many of its competitors have significantly greater financial and managerial resources than Cemtrex does.

There is significant competition among companies that provide emissions monitoring and environmental control systems. Several companies market products that compete directly with Cemtrex’s products. Other companies offer products that potential customers may consider to be acceptable alternatives to Cemtrex’s products and services. Cemtrex faces direct competition from companies with far greater financial, technological, manufacturing and personnel resources.

Cemtrex’s results may fluctuate due to certain regulatory, marketing and competitive factors over which it has little or no control.

The factors listed below, some of which Cemtrex cannot control, may cause its revenue and results of operations to fluctuate significantly:

The loss of the services of Aron Govil and Saagar Govil for any reason would materially and adversely affect Cemtrex’s business operations and prospects.

Cemtrex’s financial success is dependent to a significant degree upon the efforts of Aron Govil, its Executive Director, and Saagar Govil, its President and Chief Executive Officer. Aron Govil, who previously served as Cemtrex’s Chairman of the Board, has knowledge regarding environmental control systems and has financial resources and business contacts that would be extremely difficult to replace. Saagar Govil possesses engineering, sales and marketing experience concerning Cemtrex that its other officers do not have. Cemtrex has not entered into employment arrangements with them. There can be no assurance that Aron Govil and Saagar Govil will continue to provide services to Cemtrex. While Saagar Govil devotes all of his working time to Cemtrex, Aron Govil devotes an average of 20 hours per week to Cemtrex and the balance of his working time is devoted to other business and investment activities. A voluntary or involuntary departure by Aron Govil and/or Saagar Govil could have a materially adverse effect on Cemtrex’s business operations if it were not able to attract a qualified replacement for them in a timely manner.

Cemtrex has a small management team. The loss of any member of its senior management and any significant failure to attract and retain qualified personnel in a competitive labor market could limit Cemtrex’s ability to execute Cemtrex’s growth strategy, resulting in a slower rate of growth or a period of losses and/or negative cash flow.

Cemtrex depends on the continued service of Cemtrex’s senior management. Due to the nature of Cemtrex’s business, it may have difficulty locating and hiring qualified personnel and retaining such personnel once hired. The loss of the services of any of Cemtrex’s key personnel, or Cemtrex’s failure to attract and retain other qualified and experienced personnel on acceptable terms, could limit our ability to execute its growth strategy resulting in a slower rate of growth.

Cemtrex is an “emerging growth company” and its election to delay adoption of new or revised accounting standards applicable to public companies may result in Cemtrex’s consolidated financial statements not being comparable to those of some other public companies. As a result of this and other reduced disclosure requirements applicable to emerging growth companies, Cemtrex’s securities may be less attractive to investors.

As a company with less than $1.07 billion in revenue during its last completed fiscal year, Cemtrex qualifies as an “emerging growth company” under the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, Cemtrex:

Cemtrex intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Cemtrex’s election to use the phase-in periods may make it difficult to compare its consolidated financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Certain of these reduced reporting requirements and exemptions were already available to Cemtrex due to the fact that it also qualifies as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure, and may present only two years of audited financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure.

Under the JOBS Act, Cemtrex may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after its initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that it no longer meets the definition of an emerging growth company. In this regard, the JOBS Act provides that Cemtrex would cease to be an “emerging growth company” if it has more than $1.07 billion in annual revenues, has more than $700 million in market value of its common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period. Under current SEC rules, however, Cemtrex will continue to qualify as a “smaller reporting company” for so long as it has a public float (i.e., the market value of common equity held by non-affiliates) of less than $75 million as of the last business day of its most recently completed second fiscal quarter.

In the event Cemtrex’s offer for Key Tronic is successful, Cemtrex will continue to be an emerging growth company. Cemtrex cannot predict if Key Tronic and/or its stockholders and future investors will find Cemtrex’s securities less attractive due to its reliance on these emerging growth company exemptions.

If Cemtrex fails to maintain proper and effective internal controls in the future, its ability to produce accurate and timely financial statements could be impaired, which could harm its operating results, investors’ views of Cemtrex and, as a result, the value of Cemtrex’s securities.

Ensuring that Cemtrex has effective internal control over financial reporting and disclosure controls and procedures in place is a costly and time-consuming effort that needs to be frequently evaluated. As a public company, Cemtrex conducts an annual management assessment of the effectiveness of its internal controls over financial reporting for compliance with Section 404 of the Sarbanes-Oxley Act of 2002. If Cemtrex is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or if Cemtrex or its independent registered public accounting firm identify ongoing deficiencies in Cemtrex’s internal controls over financial reporting that could rise to the level of a material weakness, Cemtrex may not be able to complete its evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if Cemtrex identifies one or more material weaknesses in Cemtrex’s internal controls over financial reporting, Cemtrex will be unable to assert that its internal controls over financial reporting are effective. If Cemtrex is unable to assert that its internal controls over financial reporting are effective, Cemtrex could be subject to investigations or sanctions by the SEC or other regulatory authorities, and Cemtrex could lose investor confidence in the accuracy and completeness of its financial reports, which could cause an adverse effect on the market price of its securities, its business, reputation, financial position and results of operation. In addition, Cemtrex could be required to expend significant management time and financial resources to correct any material weaknesses that may be identified or to respond to any regulatory investigations or proceedings.

Three alleged securities class action complaints have been filed against Cemtrex and certain of its executive officers that challenged various aspects of Cemtrex’s stock trading and relationships, the results of which are inherently unpredictable.

Three alleged securities class action complaints were filed against Cemtrex and certain of its executive officers in the U.S. District Court for the Eastern District of New York on February 24, 2017. Under the requirements of the Private Securities Litigation Reform Act of 1995, these three alleged class actions, as well as any further related actions, will be consolidated into a single lawsuit following decisions on motions to consolidate filed with the Court on April 25, 2017. A follow-on, related derivative complaint was also filed against Cemtrex and its executive officers and directors in New York State court on April 10, 2017. That derivative action has been stayed by agreement of the parties until after the motion to dismiss process in the consolidated alleged class actions has run its course. The allegations in all four complaints are based on the assertions contained in a blog post published on an internet website that challenged various aspects of Cemtrex’s stock trading and relationships. Cemtrex denies these assertions, and filed a lawsuit seeking damages in the amount of $170 million, against the blogger on March 4, 2017 in the U.S. District Court for the Eastern District of New York. Cemtrex voluntarily dismissed that lawsuit on June 12, 2017, because it was unable to serve the defendant blogger within the required time, but Cemtrex has reserved the right to re-file its claims against him at a later date.

Cemtrex believes the alleged class action and derivative litigations are without merit and intends to defend itself vigorously. Cemtrex intends to seek dismissal of the litigations at the earliest possible stage. Regardless of the merit of the claims, litigation is inherently unpredictable and may be costly, time consuming and disruptive to Cemtrex’s business. Cemtrex could incur judgments or enter into settlements of claims that could adversely affect its business, operating results or cash flows. Cemtrex could also be subject to costly indemnification of its executive officers, which may not be covered by insurance.

Risks Applicable to Cemtrex’s Securities

Cemtrex’s principal stockholder has effective voting control over Cemtrex which has important implications with respect to future voting matters at Cemtrex.

Cemtrex currently has 1,000,000 shares of series A preferred stock outstanding, all issued to Aron Govil, Cemtrex’s Executive Director. Pursuant to the certificate of designation for such shares, each outstanding share of series A preferred stock is entitled to the number of votes equal to the result of (i) the total number of shares of Cemtrex common stock outstanding at the time of such vote multiplied by 1.01, divided by (ii) the total number of shares of Cemtrex series A preferred stock outstanding at the time of such vote, at each meeting of stockholders of Cemtrex with respect to any and all matters presented to its stockholders for their action or consideration, including the election of directors. Because Cemtrex has, prior to this transaction, 10,470,727 shares of common stock and 1,000,000 shares of series A preferred stock currently outstanding, each share of series A preferred stock has 10. 58 votes, or an aggregate of 10,575,434 votes, constituting 43.1 % of Cemtrex’s voting shares.

Cemtrex’s current series 1 preferred stock holders hold an aggregate of 3,471,716 votes. Cemtrex’s series 1 preferred stock does not impact the “floating” majority-vote provision for the series A preferred stock. Therefore, there currently are a total of 24,517,877 voting shares, of which (i) Aron Govil and Saagar Govil, as common stockholders, are able to vote 4,532,723 shares, or 18.5 % of Cemtrex’s voting shares, (ii) Cemtrex’s other common stockholders are able to vote 5,983,004 shares, or 24.2 % of Cemtrex’s voting shares, (iii) Aron Govil, as a series A preferred stockholder, is able to vote 10,515,434 shares, or 43% of Cemtrex’s voting shares, and (iv) Cemtrex’s series 1 preferred holders are able to vote 3,471,716 shares, or 14.2 % of Cemtrex’s voting shares. Because the series A preferred stock has a “floating” majority-vote provision, the exercise of Cemtrex’s series 1 warrants into shares of Cemtrex common stock will likewise adjust upwards the number of shares of common stock which the shares of series A preferred stock are entitled. Accordingly, Aron Govil and Saagar Govil, with their combined continuing voting interest of 61.6 % of Cemtrex’s voting shares, are able to effectively control the outcome of certain matters requiring a stockholder vote, including offers to acquire Cemtrex and election of directors, due to the terms of the series A preferred stock and their ownership of a large percentage of Cemtrex’s outstanding common stock.

Sales of substantial amounts of Cemtrex common stock in the public market could depress the market price of Cemtrex common stock.

Cemtrex common stock is traded on the Nasdaq Capital Market. If Cemtrex’s stockholders sell substantial amounts of its common stock in the public market or the market perceives that such sales may occur, the market price of Cemtrex common stock could fall and Cemtrex may be unable to sell its common stock in the future.

Cemtrex common stock may experience extreme price and volume fluctuations, which could make an investment in Cemtrex less appealing.

The market price of Cemtrex common stock may fluctuate substantially due to a variety of factors, including:

The market prices of the securities of emerging growth companies, particularly companies like Cemtrex without a consistent history of product revenues and earnings, have been highly volatile and are likely to remain highly volatile in the future. This volatility has often been unrelated to the operating performance of particular companies. See, for example, “Market Price and Dividend Matters – Comparative Liquidity and Volatility of Trading.”

Cemtrex’s series 1 preferred stock and all of its existing and future indebtedness rank senior to Cemtrex common stock in the event of a liquidation, winding up or dissolution of its business.

In the event of Cemtrex’s liquidation, winding up or dissolution, its assets would be available to make payments to holders of all existing and future indebtedness and series 1 preferred stock before payments to holders of its common stock. In the event of Cemtrex’s bankruptcy, liquidation or winding up, there may not be sufficient assets remaining, after paying amounts to the holders of its indebtedness and series 1 preferred stock. As of June 30, 2017, Cemtrex had total consolidated debt of approximately $15.0 million and 1,735,858 shares of series 1 preferred stock outstanding. Any liquidation, winding up or dissolution of Cemtrex or of any of its wholly or partially owned subsidiaries would have a material adverse effect on holders of Cemtrex common stock.

Cemtrex common stockholders may be adversely affected by the issuance of any subsequent series of preferred stock.

Cemtrex’s certificate of incorporation does not restrict Cemtrex’s ability to offer one or more additional new series of preferred stock, any or all of which may rank equally with or have preferences over its common stock as to dividend payments, voting rights, rights upon liquidation or other types of rights. Cemtrex would have no obligation to consider the specific interests of the holders of the common stock in creating any such new series of preferred stock or engaging in any such offering or transaction. Cemtrex’s creation of any new series of preferred stock or Cemtrex’s engaging in any such offering or transaction could have a material adverse effect on holders of the common stock.

Risk Factors Relating to Key Tronic’s Business

Following are risk factors relating to Key Tronic’s business derived from Key Tronic’s annual report on Form 10-K for the fiscal year ended July 1, 2017 that Cemtrex believes would be applicable to the combined company’s business following the consummation of the proposed transaction. Cemtrex has not had the opportunity to conduct comprehensive due diligence on Key Tronic and to evaluate fully the extent to which these risk factors will affect the combined company.

Key Tronic has experienced fluctuations in quarterly results of operations.

Key Tronic’s quarterly operating results have varied in the past and may vary in the future due to a variety of factors, including adverse changes in the U.S. and global macroeconomic environment, volatility in overall demand for its customers’ products, success of customers’ programs, timing of new programs, new product introductions or technological advances by it, its customers and its competitors, and changes in pricing policies by it, its customers, its suppliers, and its competitors. Its customer base is diverse in the markets it serves, however, decreases in demand, particularly from customers in certain industries, could affect future quarterly results. Additionally, Key Tronic’s customers could be impacted by the illiquidity of the credit markets which could directly impact its operating results.

Component procurement, production schedules, personnel and other resource requirements are based on estimates of customer requirements. Occasionally, Key Tronic’s customers may request accelerated production that can stress resources and reduce operating margins. Conversely, Key Tronic’s customers may abruptly lower or cancel production which may lead to a sudden, unexpected increase in inventory or accounts receivable for which Key Tronic may not be reimbursed even when under contract with customers. In addition, because many of Key Tronic’s operating expenses are relatively fixed, a reduction in customer demand can harm its gross profit and operating results. The products which Key Tronic manufactures for its customers have relatively short product lifecycles. Therefore, Key Tronic’s business, operating results and financial condition are dependent in a significant way on its ability to obtain orders from new customers and new product programs from existing customers.

Operating results can also fluctuate if changes are made to significant estimates and assumptions. Significant estimates and assumptions include the allowance for doubtful receivables, provision for obsolete and non-saleable inventory, stock-based compensation, the valuation allowance on deferred tax assets, valuation of goodwill, impairment of long-lived assets, long-term incentive compensation accrual, the provision for warranty costs, the impact of hedging activities and purchase price allocation.

Key Tronic is exposed to general economic conditions, which could have a material adverse impact on its business, operating results and financial condition.

Adverse economic conditions and uncertainty in the global economy such as unstable global financial and credit markets, inflation, and recession can negatively impact Key Tronic’s business. Unfavorable economic conditions could affect the demand for its customers’ products by triggering a reduction in orders as well as a decline in forecasts which could adversely affect its sales in future periods. Additionally, the financial strength of Key Tronic’s customers and suppliers and their ability to obtain and rely on credit financing may affect their ability to fulfill their obligations to Key Tronic and have an adverse effect on Key Tronic’s financial results.

The majority of Key Tronic’s sales come from a small number of customers and a decline in sales to any of these customers could adversely affect Key Tronic’s business.

At present, Key Tronic’s customer base is concentrated and could become more or less concentrated. There can be no assurance that Key Tronic’s principal customers will continue to purchase products from Key Tronic at current levels. Moreover, Key Tronic typically does not enter into long-term volume purchase contracts with its customers, and its customers have certain rights to extend or delay the shipment of their orders. Key Tronic, however, typically requires that its customers contractually agree to buy back inventory purchased within specified lead times to build their products if not used.

The loss of one or more of Key Tronic’s major customers, or the reduction, delay or cancellation of orders from such customers, due to economic conditions or other forces, could materially and adversely affect Key Tronic’s business, operating results and financial condition. The contraction in demand from certain industries could impact Key Tronic’s customer orders and have a negative impact on its operations over the foreseeable future. Additionally, if one or more of Key Tronic’s customers were to become insolvent or otherwise unable to pay for the manufacturing services provided by it, Key Tronic’s operating results and financial condition would be adversely affected.

Key Tronic depends on a limited number of suppliers for certain components that are critical to its manufacturing processes. A shortage of these components or an increase in their price could interrupt Key Tronic’s operations and result in a significant change in its results of operations.

Key Tronic is dependent on many suppliers, including sole source suppliers, to provide key components and raw materials used in manufacturing customers’ products. Key Tronic has seen supply shortages in certain electronic components. In addition, Key Tronic’s suppliers’ facilities may also experience earthquakes, tsunamis and other natural disasters which may cause a shortage of components. This can result in longer lead times and the inability to meet customer requests for flexible production and extended shipment dates. If demand for components outpaces supply, capacity delays could affect future operations. Delays in deliveries from suppliers or the inability to obtain sufficient quantities of components and raw materials could cause delays or reductions in shipment of products to Key Tronic’s customers which could adversely affect its operating results and damage customer relationships.

Key Tronic operates in a highly competitive industry; if Key Tronic is not able to compete effectively in the EMS industry, its business could be adversely affected.

Competitors may offer customers lower prices on certain high volume programs. This could result in price reductions, reduced margins and loss of market share, all of which would materially and adversely affect Key Tronic’s business, operating results, and financial condition. If Key Tronic were unable to provide comparable or better manufacturing services at a lower cost than its competitors, it could cause sales to decline. In addition, competitors can copy Key Tronic’s non-proprietary designs and processes after Key Tronic invested in development of products for customers, thereby enabling such competitors to offer lower prices on such products due to savings in development costs.

Cash and cash equivalents are exposed to concentrations of credit risk.

Key Tronic places its cash with high credit quality institutions. At times, such balances may be in excess of the federal depository insurance limit or may be on deposit at institutions which are not covered by insurance. If such institutions were to become insolvent during which time Key Tronic held its cash and cash equivalents in excess of the insurance limit, it could be necessary to obtain other credit financing to operate Key Tronic’s facilities.

Key Tronic’s ability to secure and maintain sufficient credit arrangements is key to its continued operations.

There is no assurance that Key Tronic will be able to retain or renew its credit agreements in the future. In the event the business grows rapidly or the uncertain macroeconomic climate continues, additional financing resources could be necessary in the current or future fiscal years. There is no assurance that Key Tronic will be able to obtain equity or debt financing at acceptable terms, or at all in the future. In addition, Key Tronic has restrictive covenants with its lender which could impact how it manages its business. If Key Tronic cannot meet its financial covenants, its borrowings could become immediately payable which could have a material adverse impact on its financial statements. For a summary of Key Tronic’s banking arrangements, see Note 4 Long-Term Debt to Key Tronic’s consolidated financial statements in its annual report on Form 10-K for the fiscal year ended July 1, 2017.

Key Tronic’s operations may be subject to certain risks.

Key Tronic manufactures product in facilities located in Mexico, China and the United States. These operations may be subject to a number of risks, including:

Key Tronic’s operations in certain foreign locations receive favorable income tax treatment in the form of tax credits or other incentives. In the event that such tax incentives are not extended, are repealed, or Key Tronic no longer qualifies for such programs, Key Tronic’s taxes may increase, which would reduce its net income.

Additionally, certain foreign jurisdictions restrict the amount of cash that can be transferred to the U.S or impose taxes and penalties on such transfers of cash. To the extent Key Tronic has excess cash in foreign locations that could be used in, or is needed by, Key Tronic’s operations in the United States, Key Tronic’s may incur significant penalties and/or taxes to repatriate these funds.

Fluctuations in foreign currency exchange rates could increase Key Tronic’s operating costs.

Key Tronic has manufacturing operations located in Mexico and China. A significant portion of Key Tronic’s operations are denominated in the Mexican peso and the Chinese currency, the renminbi (“RMB”). Currency exchange rates fluctuate daily as a result of a number of factors, including changes in a country’s political and economic policies. Volatility in the currencies of our entities and the United States dollar could seriously harm Key Tronic’s business, operating results and financial condition. The primary impact of currency exchange fluctuations is on the cash, receivables, payables and expenses of Key Tronic’s operating entities. As part of Key Tronic’s hedging strategy, it currently uses Mexican peso forward contracts to hedge foreign currency fluctuations for a portion of its Mexican peso denominated expenses. Key Tronic currently does not hedge expenses denominated in RMB. Unexpected losses could occur from increases in the value of these currencies relative to the United States dollar.

Key Tronic’s success may continue to depend to a significant extent on its key personnel.

Key Tronic’s future success may depend in large part on the continued service of its key technical, marketing and management personnel and on its ability to continue to attract and retain qualified production employees. There can be no assurance that Key Tronic will be successful in attracting and retaining such personnel, particularly in its manufacturing locales that may be experiencing high demand for similar key personnel. The loss of key employees could have a material adverse effect on its business, operating results and financial condition.

If Key Tronic is unable to maintain its technological and manufacturing process expertise, its business could be adversely affected.

The markets for Key Tronic’s customers’ products is characterized by rapidly changing technology, evolving industry standards, frequent new product introductions and short product life cycles. The introduction of products embodying new technologies or the emergence of new industry standards can render existing products obsolete or unmarketable. Key Tronic’s success will depend upon its customers’ ability to enhance existing products and to develop and introduce, on a timely and cost-effective basis, new products that keep pace with technological developments and emerging industry standards and address evolving and increasingly sophisticated customer requirements. Failure of Key Tronic’s customers to do so could substantially harm its customers’ competitive positions. There can be no assurance that Key Tronic’s customers will be successful in identifying, developing and marketing products that respond to technological change, emerging industry standards or evolving customer requirements.

Start-up costs and inefficiencies related to new or transferred programs can adversely affect Key Tronic’s operating results and such costs may not be recoverable if such new programs or transferred programs are canceled or do not meet expected sales volumes .

Start-up costs, the management of labor and equipment resources in connection with the establishment of new programs and new customer relationships, and the need to obtain required resources in advance can adversely affect Key Tronic’s gross margins and operating results. These factors are particularly evident in the ramping stages of new programs. These factors also affect Key Tronic’s ability to efficiently use labor and equipment. Key Tronic is currently managing a number of new programs. Consequently, Key Tronic’s exposure to these factors has increased. In addition, if any of these new programs or new customer relationships were terminated, Key Tronic’s operating results could be harmed, particularly in the short term. Key Tronic may not be able to recoup these start-up costs or replace anticipated new program revenues.

Customers may change production timing and demand schedules which makes it difficult for Key Tronic to schedule production and capital expenditures and to maximize the efficiency of its manufacturing capacity.

Changes in demand for customer products reduce Key Tronic’s ability to accurately estimate the future requirements of its customers. This makes it difficult to schedule production and maximize utilization of Key Tronic’s manufacturing capacity. Key Tronic must determine the levels of business that it will seek and accept from customers, set production schedules, commit to procuring inventory, and allocate personnel and resources, based on its estimates of its customers’ requirements. Customers can require sudden increases and decreases in production which can put added stress on resources and reduce margins. Sudden decreases in production can lead to excess inventory on hand which may or may not be reimbursed by Key Tronic’s customers even when under contract.

Continued growth could further lead to capacity constraints. Key Tronic may need to transfer production to other facilities, acquire new facilities, or outsource production which could negatively impact gross margin.

An adverse change in the interest rates for Key Tronic’s borrowings could adversely affect Key Tronic’s financial condition.

Key Tronic is exposed to interest rate risk under its revolving line of credit and term loan. Key Tronic currently hedges a portion of its term loan with an interest rate swap. Key Tronic has not historically hedged the interest rate on its credit facility; therefore, unless it does so, significant changes in interest rates could adversely affect its results of operations. Refer to the discussion in Note 4, “Long-Term Debt” to Key Tronic’s consolidated financial statements in its annual report on Form 10-K for the fiscal year ended July 1, 2017 for further details of its debt obligations. Key Tronic is also exposed to interest rate risk on its factoring activities.

Compliance or the failure to comply with current and future environmental laws or regulations could cause Key Tronic significant expense.

Key Tronic is subject to a variety of domestic and foreign environmental regulations relating to the use, storage, and disposal of materials used in its manufacturing processes. If Key Tronic fails to comply with any present or future regulations, it could be subject to future liabilities or the suspension of current manufacturing operations. In addition, such regulations could restrict Key Tronic’s ability to expand its operations or could require it to acquire costly equipment, substitute materials, or incur other significant expenses to comply with government regulations.

Key Tronic’s stock price is volatile.

Holders of Key Tronic’s common stock will suffer immediate dilution to the extent outstanding equity awards are exercised to purchase common stock. Key Tronic’s stock price may be subject to wide fluctuations and possible rapid increases or declines over a short time period. These fluctuations may be due to factors specific to Key Tronic such as variations in quarterly operating results or changes in earnings estimates, or to factors relating to the EMS industry or to the securities markets in general, which, in recent years, have experienced significant price fluctuations. These fluctuations often have been unrelated to the operating performance of the specific companies whose stocks are traded.

Due to inherent limitations, there can be no assurance that Key Tronic’s system of disclosure and internal controls and procedures will be successful in preventing all errors, theft and fraud, or in informing management of all material information in a timely manner.

Management does not expect that Key Tronic’s disclosure controls and internal controls and procedures will prevent all errors or fraud. A control system is designed to give reasonable, but not absolute, assurance that the objectives of the control system are met. In addition, any control system reflects resource constraints and the benefits of controls must be considered relative to their costs. Inherent limitations of a control system may include: judgments in decision making may be faulty, breakdowns can occur simply because of error or mistake and controls can be circumvented by collusion or management override. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

If Key Tronic does not manage its growth effectively, its profitability could decline.

Key Tronic’s business is experiencing rapid growth which can place considerable additional demands upon its management team and its operational, financial and management information systems. Key Tronic’s ability to manage growth effectively requires it to continue to implement and improve these systems; avoid cost overruns; maintain customer, supplier and other favorable business relationships during possible transition periods; continue to develop the management skills of its managers and supervisors; and continue to train, motivate and manage its employees. Key Tronic’s failure to effectively manage growth could have a material adverse effect on its results of operations.

If Key Tronic’s manufacturing processes and services do not comply with applicable statutory and regulatory requirements, or if Key Tronic manufactures products containing design or manufacturing defects, demand for its services may decline and Key Tronic may be subject to liability claims.

Key Tronic manufactures and designs products to its customers’ specifications, and, in some cases, Key Tronic’s manufacturing processes and facilities may need to comply with applicable statutory and regulatory requirements. For example, medical devices that Key Tronic manufactures or designs, as well as the facilities and manufacturing processes that Key Tronic uses to produce them, are regulated by the Food and Drug Administration and non-U.S. counterparts of this agency. In addition, Key Tronic’s customers’ products and the manufacturing processes that Key Tronic uses to produce them often are highly complex. As a result, products that Key Tronic manufactures may at times contain manufacturing or design defects, and Key Tronic’s manufacturing processes may be subject to errors or not be in compliance with applicable statutory and regulatory requirements. Defects in the products Key Tronic manufactures or designs, whether caused by a design, manufacturing or component failure or error, or deficiencies in its manufacturing processes, may result in delayed shipments to customers or reduced or canceled customer orders. If these defects or deficiencies are significant, Key Tronic’s business reputation may also be damaged. The failure of the products that Key Tronic manufactures or its manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject it to legal fines or penalties and, in some cases, require it to shut down or incur considerable expense to correct a manufacturing process or facility. Key Tronic’s customers are required to indemnify it against liability associated with designing products to meet their specifications. However, if Key Tronic’s customers are responsible for the defects, they may not, or may not have resources to, assume responsibility for any costs or liabilities arising from these defects, which could expose Key Tronic to additional liability claims.

Energy price increases may negatively impact Key Tronic’s results of operations.

Certain components that Key Tronic uses in its manufacturing process are petroleum-based. In addition, Key Tronic, along with its suppliers and customers, relies on various energy sources in its transportation activities. While significant uncertainty currently exists about the future levels of energy prices, a significant increase is possible. Increased energy prices could cause an increase to Key Tronic’s raw material costs and transportation costs. In addition, increased transportation costs of certain of Key Tronic’s suppliers and customers could be passed along to Key Tronic. Key Tronic may not be able to increase its product prices enough to offset these increased costs. In addition, any increase in Key Tronic’s product prices may reduce its future customer orders and profitability.

Disruptions to Key Tronic’s information systems, including security breaches, losses of data or outages, could adversely affect its operations.

Key Tronic relies on information technology networks and systems to process, transmit and store electronic information. In particular, Key Tronic depends on its information technology infrastructure for a variety of functions, including worldwide financial reporting, inventory management, procurement, invoicing and email communications. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist attacks and similar events. Despite the implementation of network security measures, Key Tronic systems and those of third parties on which Key Tronic relies may also be vulnerable to computer viruses, break-ins and similar disruptions. If Key Tronic or its vendors are unable to prevent such outages and breaches, Key Tronic’s operations could be disrupted.

Key Tronic is involved in various legal proceedings.

In the past, Key Tronic has been notified of claims relating to various matters including contractual matters, intellectual property rights or other issues arising in the ordinary course of business. In the event of such a claim, Key Tronic may be required to spend a significant amount of money to defend or otherwise address the claim. Key Tronic is currently involved in an arbitration claim with a former customer to collect a significant payment for excess inventory purchased to an existing manufacturing agreement in place at the time. Any litigation, even where a claim is without merit, could result in substantial costs and diversion of resources. Accordingly, the resolution or adjudication of such disputes, even those encountered in the ordinary course of business, could have a material adverse effect on Key Tronic’s business, consolidated financial conditions and results of operations.

Key Tronic’s levels of insurance coverage may not be sufficient for potential damages, claims or losses.

Key Tronic has various forms of business and liability insurance which we believe are appropriate based on the needs of companies in its industry. As a result, not all of Key Tronic’s potential business risks or potential losses would be covered by its insurance policies. If Key Tronic sustains a significant claim or loss which is not covered by insurance, its net income could be negatively impacted.

Changes in securities laws and regulations will increase Key Tronic’s costs and risk of noncompliance.

As a result of Key Tronic’s increased market capitalization as of the end of its second quarter of fiscal year 2013, it is required to file as an accelerated filer. As such, Key Tronic is subject to additional requirements contained in the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act. The Sarbanes-Oxley and Dodd-Frank Acts required or will require changes in some of Key Tronic’s corporate governance, securities disclosure and compliance practices. In response to the requirements of the Sarbanes-Oxley and Dodd-Frank Acts, the SEC and Nasdaq promulgated new rules and additional rulemaking is expected in the future. Compliance with these new rules and future rules has increased and may increase further Key Tronic’s legal, financial and accounting costs as well as a potential risk of noncompliance. Absent significant changes in related rules, which Key Tronic cannot assure, Key Tronic anticipates some level of increased costs related to these new regulations to continue indefinitely. Key Tronic also expects these developments to make it more difficult and more expensive to obtain director and officer liability insurance, and Key Tronic may be forced to accept reduced coverage or incur substantially higher costs to obtain coverage. Likewise, these developments may make it more difficult for Key Tronic to attract and retain qualified members of its board of directors or qualified management personnel. Further, the costs associated with the compliance with and implementation of procedures under these and future laws and related rules could have a material impact on Key Tronic’s results of operations. In addition, the costs associated with noncompliance with additional securities laws and regulations could also impact Key Tronic’s business.

Key Tronic may encounter complications with acquisitions, which could potentially harm its business.

Any current or future acquisitions may require additional equity financing, which could be dilutive to Key Tronic’s existing stockholders, or additional debt financing, which could potentially affect its credit ratings. Any downgrades in Key Tronic’s credit ratings associated with an acquisition could adversely affect its ability to borrow by resulting in more restrictive borrowing terms. To integrate acquired businesses, Key Tronic must implement its management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations. The integration of acquired businesses may be further complicated by difficulties managing operations in geographically dispersed locations. The integration of acquired businesses may not be successful and could result in disruption by diverting management’s attention from the core business. In addition, the integration of acquired businesses may require that Key Tronic incur significant restructuring charges or other increases in its expenses and working capital requirements, which reduce its return on invested capital.

Acquisitions may involve numerous other risks and challenges including but not limited to: potential loss of key employees and customers of the acquired companies; the potential for deficiencies in internal controls at acquired companies; lack of experience operating in the geographic market or industry sector of the acquired business; constraints on available liquidity, and exposure to unanticipated liabilities of acquired companies. These and other factors could harm Key Tronic’s ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition, and could adversely affect Key Tronic’s consolidated business and operating results.

Key Tronic’s goodwill and identifiable intangible assets could become impaired, which could reduce the value of its assets and reduce net income in the year in which the write-off occurs.

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Key Tronic also ascribes value to certain identifiable intangible assets, which consists of customer relationships, non-compete agreements, and favorable leases, as a result of the acquisitions of Sabre and Ayrshire. Key Tronic may incur impairment charges on goodwill or identifiable intangible assets if it determines that the fair values of goodwill or identifiable intangible assets are less than their current carrying values. Key Tronic evaluates, on a regular basis, whether events or circumstances have occurred that indicate all, or a portion, of the carrying amount of goodwill may no longer be recoverable, in which case an impairment charge to earnings would become necessary.

Refer to Notes 1 and 15 to Key Tronic’s consolidated financial statements and critical accounting policies and estimates in its management’s discussion and analysis of financial condition and results of operations in its annual report on Form 10-K for the fiscal year ended July 1, 2017 for further discussion regarding the impairment testing of goodwill and identifiable intangible assets.

A decline in general economic conditions or global equity valuations could impact the judgments and assumptions about the fair value of the Key Tronic’s businesses and Key Tronic could be required to record impairment charges on its goodwill or other identifiable intangible assets in the future, which could impact its consolidated balance sheet, as well as its consolidated statement of operations. If Key Tronic was required to recognize an impairment charge in the future, the charge would not impact Key Tronic’s consolidated cash flows, current liquidity, capital resources, and covenants under its existing credit facilities.

Changes in financial accounting standards may affect Key Tronic’s reported financial condition or results of operations as well increase costs related to implementation of new standards and modifications to internal controls.

Key Tronic’s consolidated financial statements are prepared in conformity with accounting standards generally accepted in the United States, or U.S. GAAP. These principles are subject to amendments made primarily by the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC). A change in those policies can have a significant effect on Key Tronic’s reported results and may affect its reporting of transactions which are completed before a change is announced. For example, significant changes to revenue recognition rules will be effective for us in fiscal 2019 and Key Tronic may incur significant costs to implement this new rule. Changes to accounting rules or challenges to Key Tronic’s interpretation or application of the rules by regulators may have a material adverse effect on Key Tronic’s reported financial results or on the way it conducts business. In addition, the continued convergence of U.S. GAAP and International Financial Reporting Standards (IFRS) creates uncertainty as to the financial accounting policies and practices Key Tronic will need to adopt in the future.

COMPARATIVE MARKET PRICE DATA

Cemtrex common stock is traded on the Nasdaq Capital Market under the symbol “CETX.” Key Tronic common stock is traded on the Nasdaq Global Market under the symbol “KTCC.”

As reported by Nasdaq, the following table sets forth historical closing prices per share for shares of Key Tronic common stock and shares of Cemtrex common stock on November __, 2017, the last full trading day before the date of this prospectus. The table below illustrates the number of Cemtrex 4% subordinated debentures due 2024 and shares and per share value of Cemtrex common stock you would receive based on these closing prices and the exchange ratio for the offer.

The value of the offer will change as the market prices of Cemtrex common stock and Key Tronic common stock fluctuate during the offer period and thereafter, and may therefore be different from the prices set forth above at the expiration of the offer period and at the time you receive your shares of Cemtrex common stock. YOU ARE ENCOURAGED TO OBTAIN CURRENT MARKET QUOTATIONS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

The table set forth below depicts historical information about basic and diluted net income per share and book value per share for Cemtrex for its fiscal year ended September 30, 2016 and nine months ended June 30, 2017 and for Key Tronic for its fiscal year ended July 2, 2016 and nine months ended April 1, 2017, on a historical basis, and for Cemtrex and Key Tronic on an unaudited pro forma combined basis after giving effect to the transaction. The pro forma data of the combined company assumes a 100% acquisition of Key Tronic common stock (as to which no assurance can be given) based on the exchange ratio for the offer and was derived by combining the historical consolidated financial information of Cemtrex and Key Tronic as described elsewhere in this prospectus. For a discussion of the assumptions and adjustments made in the preparation of the pro forma financial information presented in this prospectus, see the section captioned “Unaudited Pro Forma Condensed Combined Financial Statements.”

The following pro forma financial information does not include any working capital adjustments to the carrying value of Key Tronic’s net assets as management does not have information related to Key Tronic’s business necessary to complete a purchase price allocation in accordance with U.S. GAAP. Actual amounts, determined on the basis of more detailed information, will differ from the amounts reflected below.

You should read the information presented in this table below together with the historical financial statements of Cemtrex and Key Tronic and the related notes and the “Unaudited Pro Forma Condensed Combined Financial Statements,” all of which are included elsewhere in this prospectus. The pro forma data is unaudited and for illustrative purposes only. The companies may have performed differently had they always been combined. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will achieve after the consummation of the transaction. This pro forma information is subject to risks and uncertainties, including those discussed under “Risk Factors.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CEMTREX

The following table sets forth a summary of selected historical consolidated financial data of Cemtrex for each of the nine-month periods ended June 30, 2017 and June 30, 2016 and for each of the years in the two-year period ended September 30, 2016. This information is derived from, and should be read in conjunction with, the audited consolidated financial statements of Cemtrex and the unaudited interim consolidated financial statements of Cemtrex, which are incorporated by reference in this prospectus. The operating results for the nine-month period ended June 30, 2017 are not necessarily indicative of the results for the remainder of the fiscal year or any future period. Cemtrex’s management believes that its respective unaudited interim consolidated financial statements reflect all adjustments that are necessary for a fair statement of the results for the interim periods presented. For additional information, see “Cemtrex Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Cemtrex’s annual report on Form 10-K for the fiscal year ended September 30, 2016, which is incorporated in this prospectus by reference.

SELECTED HISTORICAL CONSOLIDATED

FINANCIAL DATA OF KEY TRONIC

The following table sets forth selected historical consolidated financial data of Key Tronic for each of the years in the five-year period ended July 2, 2017 and for the nine months ended April 1, 2017 and April 2, 2016. This information is derived from, and should be read in conjunction with, Key Tronic’s audited consolidated financial statements for each of the years in the five-year period ended July 2, 2017 and unaudited consolidated financial statements for the nine months ended April 1, 2017 and April 2, 2016 which are incorporated by reference in this prospectus. For additional information, see “Key Tronic Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Key Tronic’s annual report on Form 10-K for the fiscal year ended July 2, 2016, which is incorporated in this prospectus by reference.

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following table sets forth selected unaudited pro forma combined financial data derived from (i) the audited consolidated financial statements of Cemtrex for the fiscal year ended September 30, 2016 and the unaudited consolidated financial statements of Cemtrex for the nine months ended June 30, 2017 and (ii) the audited consolidated financial statements of Key Tronic for the fiscal year ended July 2, 2016 and the unaudited consolidated financial statements of Key Tronic for the nine months ended April 1, 2017.

The following pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of (i) the results of operations and financial position that would have been achieved had the acquisition of all of the outstanding shares of Key Tronic taken place on the dates indicated or (ii) the future operations of the combined company. The following table should be relied on only for the limited purpose of presenting what the results of operations and financial position of the combined businesses of Cemtrex and Key Tronic might have looked like had such acquisition taken place at an earlier date. The following pro forma financial information does not include any working capital adjustments to the carrying value of Key Tronic’s net assets as management does not have information related to Key Tronic’s business necessary to complete a purchase price allocation in accordance with U.S. GAAP. Actual amounts, determined on the basis of more detailed information, will differ from the amounts reflected below.

For a discussion of the assumptions and adjustments made in the preparation of the pro forma financial information presented in this prospectus, see the section captioned “Unaudited Pro Forma Condensed Combined Financial Statements.”

The following pro forma financial information should be read in conjunction with:

BACKGROUND AND REASONS FOR THE OFFER

Background of the Offer

Cemtrex has rapidly grown to become one of the leading worldwide diversified technology companies in the electronics manufacturing services and industrial products and services sectors. Cemtrex has grown in large part through acquisitions that have recently included the ROB Group, an electronics manufacturing solutions company located in Germany (October 2013), Advanced Industrial Services, Inc., an installer of high precision equipment located in York, Pennsylvania (December 2015), and Periscope GmbH, an electronics manufacturing firm located in northwestern Germany (June 2016).

In February 2017, Cemtrex completed a subscription rights offering of units consisting of its series 1 preferred stock and series 1 warrants, raising gross subscription proceeds of $14,018,750. The proposed use of such proceeds included possible acquisitions of complementary (including competitive) businesses, products and technologies to, among other purposes, diversify Cemtrex’s current product offerings in parallel with internally developing new products.

Pursuant to Cemtrex’s acquisition growth plan, Cemtrex frequently engages in evaluations of potential acquisitions and negotiations for possible acquisitions with the aim of consummating a transaction to significantly enhance its competitive position. Cemtrex’s general objective is to acquire only those businesses which will be accretive and synergistic in terms of revenues, business lines, customers and cross-selling opportunities.

During the spring and summer of 2017, Cemtrex management identified a select number of possible acquisition candidates that satisfied its criteria, which included Key Tronic.

During the summer of 2017, Cemtrex’s board of directors met on several occasions to discuss these possible acquisitions and determine which ones to pursue.

At such meetings, and subsequently together with RHK Capital, Cemtrex’s financial advisor, and Olshan Frome Wolosky LLP, Cemtrex’s legal counsel, Cemtrex reviewed various acquisition strategies and the terms for any such transactions.

In August 2017, Cemtrex’s board of directors determined that the exchange offer for shares of Key Tronic was advisable and in the best interests of Cemtrex and its stockholders and approved the original terms of the offer.

On September 5, 2017, Cemtrex filed a registration statement on Form S-4 with respect to the exchange offer. Cemtrex then issued a press release announcing its intention to commence the offer and the reasons for the offer.

On September 6, 2017, Key Tronic issued a press release in response to the Form S-4 filing and related press release issued by Cemtrex indicating it is continuing its business consistent with its existing strategic plan.

On September 6, 2017, Cemtrex delivered to Key Tronic the requests described under “Note on Key Tronic Information” above and its request for Key Tronic’s shareholder list and security position listings.

On September 13, 2017, Cemtrex issued a press release describing in more detail the value of the exchange offer for Key Tronic shareholders.

On September 15, 2017, Key Tronic issued a press release disagreeing with certain assertions made by Cemtrex in its September 13, 2017 press release, including its characterization of Key Tronic’s financial performance and value relative to that of Cemtrex.

On September 20, 2017, Cemtrex executed, and on October 4, 2017, Key Tronic executed, a confidentiality agreement applying to material Key Tronic makes available to Cemtrex in response to Cemtrex’s prior requests.

On September 26, 2017, Cemtrex issued a press release addressing certain contentions made by Key Tronic in its September 15, 2017 press release, asking Key Tronic shareholders to consider the facts.

On October 6, 2017, Key Tronic delivered to Cemtrex the shareholder list and by-laws of Key Tronic.

On October 23, 2017, Cemtrex issued a press release announcing a revised offer for Key Tronic’s common stock at an approximate value of $11 per share, as described in this prospectus.

To date, Cemtrex has not had any communications with Key Tronic or any of its affiliates relating to a possible transaction.

Reasons for the Offer

While Cemtrex is also in the EMS business similar to Key Tronic, Cemtrex’s EMS business is advanced and cutting-edge technologies that are poised for significant growth in the coming years. Cemtrex believes that there is a once-in-a-generation market opportunity in a variety of electronics markets from the “Internet of Things,” wearables, automotive electronics for driverless cars and advanced robotic medical devices to autonomous industrial manufacturing that will enable a half a trillion dollar electronics market opportunity over the coming decade globally. Cemtrex already has a foothold in these technologies through its German manufacturing operations and, with the combined scale of Key Tronic, Cemtrex believes that the collective company could rapidly capitalize on all of these market opportunities to become the leading market provider for the most advanced electronic technologies around the world. Cemtrex – together with Key Tronic as its subsidiary – will have greater momentum in securing a large market share of these technologies as these markets develop.

Cemtrex management is growth-oriented and entrepreneurial and is looking to build a global market-leading company through accretive and strategic acquisitions. Since its fiscal year ended September 30, 2012, Cemtrex has delivered remarkable returns for its stockholders while Key Tronic has failed to realize much stockholder value at all. Cemtrex believes that under the leadership of Cemtrex, Key Tronic can be repositioned to deliver significantly greater results for its stockholders over the next five years. Cemtrex believes the proposed combination of the two companies is financially superior as compared to each company continuing to operate independently for the following reasons:

Cemtrex believes its business model and financial resources would construct an optimal platform for the combined company to create long-term value for all stockholders.

THE OFFER

Cemtrex is offering to exchange each outstanding share of Key Tronic common stock for one unit, each unit consisting of (i) $10 principal amount of Cemtrex’s 4% subordinated debentures due 2024 and (ii) one-third of a share of Cemtrex common stock, upon the terms and subject to the conditions contained in this prospectus and the accompanying letter of transmittal. In addition, instead of issuing any fractional shares of Cemtrex common stock in the offer, holders entitled to receive one-third of a share (after aggregating their shares) will be rounded down, and holders of two-thirds of a share (after aggregating their shares) will be rounded up, to the nearest whole number of Cemtrex shares of common stock. Cemtrex intends to purchase such number of Key Tronic shares as are validly tendered and not properly withdrawn; however, Cemtrex reserves the right to purchase fewer than all of such tendered shares. If Cemtrex determines to purchase less than all of the tendered shares, such shares will be purchased on a pro rata basis.

The term “expiration date” means 5:00 p.m., Eastern time, on _____, December __, 2017, unless Cemtrex extends the period of time for which the offer is open, in which case the term “expiration date” means the latest time and date on which the offer, as so extended, expires.

If you are a registered stockholder and tender your shares of Key Tronic common stock directly to the exchange agent, you will not be obligated to pay any charges or expenses of the exchange agent or any brokerage commissions. If you hold your shares through a broker or bank, you should consult your institution as to whether or not they will charge you any service fees. Except as set forth in the instructions to the letter of transmittal, transfer taxes on the exchange of shares of Key Tronic common stock pursuant to the offer will be paid by Cemtrex.

The purpose of the offer is for Cemtrex to acquire control of, and ultimately the entire equity interest in, Key Tronic. This exchange offer is the first step in Cemtrex’s plan to acquire all of the outstanding shares of Key Tronic, which may not be completed through this offer and may be accomplished through one or more transactions following this offer. There is no guarantee, however, that Cemtrex will acquire control of or the entire equity interest, or even a significant stake, in Key Tronic, through this offer or otherwise. Following the consummation of this offer, Cemtrex intends to evaluate its investment in Key Tronic common stock on a continual basis and may from time to time communicate with Key Tronic management, members of Key Tronic’s board of directors and stockholders of Key Tronic.

Based on the exchange ratio for the offer and certain assumptions regarding the number of Key Tronic shares to be exchanged, Cemtrex estimates that if all Key Tronic shares are exchanged pursuant to the offer, former Key Tronic stockholders would own, in the aggregate, approximately 24.3% of the outstanding shares of Cemtrex common stock and, on a voting basis together with holders of Cemtrex’s common stock, series A preferred stock and series 1 preferred stock, approximately 10.8% of the total voting shares of Cemtrex. For a detailed discussion of the assumptions on which this estimate is based, see “The Offer – Ownership of Cemtrex After the Offer.”

Cemtrex’s obligation to exchange units consisting of its 4% subordinated debentures due 2014 and shares of common stock for shares of Key Tronic common stock pursuant to the offer is subject to several conditions referred to below under “Conditions of the Offer,” including the registration statement condition, as well as the other conditions that are discussed below.

Pursuant to Exchange Act Rule 14d-5, Cemtrex has asked Key Tronic for its shareholder list and security position listings to communicate with you and to distribute Cemtrex’s offer to you. This prospectus, the related letter of transmittal and other relevant materials will be delivered to record holders of shares of Key Tronic common stock and to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Key Tronic’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, so that they can in turn send these materials to beneficial owners of shares of Key Tronic common stock.

Expiration Date of the Offer

The offer is scheduled to expire at 5:00 p.m., Eastern time, on _____, December __, 2017, unless extended by Cemtrex. For more information, you should read the discussion below under the caption “The Offer – Extension, Termination and Amendment.”

Extension, Termination and Amendment

Subject to the applicable rules of the SEC and the terms and conditions of the offer, Cemtrex expressly reserves the right, in its sole discretion, at any time or from time to time, to extend, for any reason, the period of time during which the offer remains open, and Cemtrex can do so by giving oral or written notice of such extension to the exchange agent. If Cemtrex decides to so extend the offer, Cemtrex will make an announcement to that effect no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled expiration date. Cemtrex is not making any assurance that it will exercise its right to extend the offer, although it currently intends to do so until all conditions to the offer have been satisfied or waived. During any such extension, all shares of Key Tronic common stock previously tendered and not withdrawn will remain subject to the offer, subject to your right to withdraw your shares of Key Tronic common stock. You should read the discussion under “The Offer – Withdrawal Rights” for more details.

To the extent legally permissible, Cemtrex also reserves the right, in its sole discretion, at any time or from time to time:

In addition, even if Cemtrex has accepted for exchange, but not exchanged, securities in the offer, it may terminate the offer and not exchange shares of Key Tronic common stock that were previously tendered if completion of the offer is illegal or if a governmental authority has commenced or threatened legal action related to the offer.

Cemtrex will effect any extension, termination, amendment or delay by giving oral or written notice to the exchange agent and by making a public announcement as promptly as practicable thereafter. In the case of an extension, any such announcement will be issued no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled expiration date. Subject to applicable law and without limiting the manner in which Cemtrex may choose to make any public announcement, Cemtrex assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a press release.

Cemtrex acknowledges that Rule 14e-1(c) under the Exchange Act requires Cemtrex to pay the consideration offered or return the shares of Key Tronic common stock tendered promptly after the termination or withdrawal of the offer.

Cemtrex confirms to you that if it makes a material change in the terms of the offer or the information concerning the offer, or if it waives a material condition of the offer, it will extend the offer to the extent required under the Exchange Act. If, prior to the expiration date, Cemtrex changes the percentage of shares of Key Tronic common stock being sought or the consideration offered to you, that change will apply to all holders whose shares of Key Tronic common stock are accepted for exchange pursuant to Cemtrex’s offer, regardless of whether the shares were tendered before or after the change. If at the time notice of that change is first published, sent or given to you, the offer is scheduled to expire at any time earlier than the tenth business day from and including the date that such notice is first so published, sent or given, Cemtrex will extend the offer until the expiration of that ten business day period. For purposes of the offer, a “business day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time.

Cemtrex may, although it does not currently intend to, elect to provide a subsequent offering period after the expiration of the offer, if the requirements under Exchange Act Rule 14d-11 have been met. A subsequent offering period, if provided, will be a period of three to 20 business days, beginning after Cemtrex has accepted for exchange all shares tendered in the offer, during which Key Tronic stockholders who did not tender their shares in the offer may tender their shares and receive the same consideration provided in the offer.

During a subsequent offering period, tendering stockholders would not have withdrawal rights and Cemtrex would promptly exchange and pay for any shares of Key Tronic common stock tendered at the same price paid in the offer. Rule 14d-11 under the Exchange Act provides that Cemtrex may provide a subsequent offering period so long as, among other things, (1) the initial period of at least 20 business days of the offer has expired, (2) Cemtrex offers the same form and amount of consideration for shares of Key Tronic common stock in the subsequent offering period as in the initial offer, (3) Cemtrex immediately accepts and promptly pays for all shares of Key Tronic common stock tendered during the offer prior to its expiration, (4) Cemtrex announces the results of the offer, including the approximate number and percentage of shares of Key Tronic common stock deposited in the offer, no later than 9:00 a.m., Eastern time, on the next business day after the expiration date and immediately begins the subsequent offering period and (5) Cemtrex immediately accepts and promptly pays for shares of Key Tronic common stock as they are tendered during the subsequent offering period. If Cemtrex elects to include a subsequent offering period, it will notify stockholders of Key Tronic by making a public announcement on the next business day after the expiration date consistent with the requirements of Rule 14d-11 under the Exchange Act.

Pursuant to Rule 14d-7(a)(2) under the Exchange Act, no withdrawal rights apply to shares tendered during a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to shares tendered in the offer and accepted for exchange. The same consideration will be received by stockholders tendering shares of Key Tronic common stock in the offer or in a subsequent offering period, if one is included.

Exchange of Key Tronic Shares; Delivery of Cemtrex Common Stock

Upon the terms and subject to the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any such extension or amendment), Cemtrex will accept for exchange, and will exchange, shares of Key Tronic common stock validly tendered and not properly withdrawn promptly after the expiration date ; however, Cemtrex reserves the right to purchase fewer than all of such tendered shares. If Cemtrex determines to purchase less than all of the tendered shares, such shares will be purchased on a pro rata basis. In addition, subject to applicable rules of the SEC, Cemtrex expressly reserves the right to delay acceptance for exchange of, or the exchange of, shares of Key Tronic common stock in order to comply with any applicable law. In all cases, exchange of shares of Key Tronic common stock tendered and accepted for exchange pursuant to the offer will be made only after timely receipt by the exchange agent of certificates for those shares of Key Tronic common stock (or a confirmation of a book-entry transfer of those shares of Key Tronic common stock in the exchange agent’s account at The Depository Trust Company, referred to as “DTC”), a properly completed and duly executed letter of transmittal and any other required documents.

For purposes of the offer, Cemtrex will be deemed to have accepted for exchange shares of Key Tronic common stock validly tendered and not properly withdrawn as, if and when it notifies the exchange agent of its acceptance of the tenders of those shares of Key Tronic common stock pursuant to the offer. The exchange agent will deliver Cemtrex common stock in exchange for shares of Key Tronic common stock pursuant to the offer promptly after receipt of such notice. The exchange agent will act as your agent for the purpose of receiving units consisting of Cemtrex’s 4% subordinated debentures due 2024 and shares of common stock from Cemtrex and transmitting such securities to you.

If Cemtrex does not accept any tendered shares of Key Tronic common stock for exchange pursuant to the terms and conditions of the offer for any reason, or if certificates are submitted for more shares of Key Tronic common stock than are tendered, Cemtrex will return certificates for such unexchanged shares of Key Tronic common stock without expense to the tendering stockholder or, in the case of shares of Key Tronic common stock tendered by book-entry transfer of such shares of Key Tronic common stock into the exchange agent’s account at DTC pursuant to the procedures set forth below in the section entitled “The Offer – Procedure for Tendering,” those shares of Key Tronic common stock will be credited to an account maintained within DTC promptly following expiration or termination of the offer.

Cemtrex reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to exchange all or any portion of the shares of Key Tronic common stock tendered pursuant to the offer, but any such transfer or assignment will not relieve Cemtrex of its obligations under the offer or prejudice the rights of tendering stockholders to exchange shares of Key Tronic common stock validly tendered and accepted for exchange pursuant to the offer.

Rounding Share Number Instead of Fractional Shares of Cemtrex Common Stock

Cemtrex will not issue certificates representing fractional shares of Cemtrex common stock pursuant to the offer. Instead of issuing any fractional shares of Cemtrex common stock in the offer, holders entitled to receive one-third of a share (after aggregating their shares) will be rounded down, and holders of two-thirds of a share (after aggregating their shares) will be rounded up, to the nearest whole number of Cemtrex shares of common stock. Cemtrex.

Proration

Cemtrex intends to purchase such number of Key Tronic shares as are validly tendered and not properly withdrawn; however, Cemtrex reserves the right to purchase fewer than all of such tendered shares. If Cemtrex determines to purchase less than all of the tendered shares, such shares will be purchased on a pro rata basis. If proration of tendered shares is required, Cemtrex will determine the proration factor promptly following the expiration date. Proration for each stockholder tendering shares will be based on the ratio of the number of shares validly tendered and not properly withdrawn by such stockholder to the total number of shares validly tendered and not properly withdrawn by all stockholders. Because of the difficulty in determining the number of shares validly tendered, including shares tendered by guaranteed delivery procedures as described below, and not properly withdrawn, Cemtrex does not expect that it will be able to announce the final proration factor until five to seven business days after the expiration date. The preliminary results of any proration will be announced by press release promptly after the expiration date. Key Tronic stockholders may obtain preliminary proration information from the information agent or exchange agent for the offer and may be able to obtain this information from their brokers.

Procedure for Tendering

For you to validly tender shares of Key Tronic common stock pursuant to the offer, either (a) a properly completed and duly executed letter of transmittal, along with any required signature guarantees, or an agent’s message in connection with a book-entry transfer, and any other required documents, must be received by the exchange agent at one of its addresses set forth on the back cover of this prospectus, and certificates for tendered shares of Key Tronic common stock must be received by the exchange agent at such address or those shares of Key Tronic common stock must be tendered pursuant to the procedures for book-entry transfer set forth below (and a confirmation of receipt of such tender, referred to as a “book-entry confirmation,” must be received), in each case before the expiration date, or (b) you must comply with the guaranteed delivery procedures set forth below under “The Offer – Guaranteed Delivery.”

The term “agent’s message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the shares of Key Tronic common stock that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that Cemtrex may enforce that agreement against such participant.

The exchange agent will establish accounts with respect to the shares of Key Tronic common stock at DTC in connection with the offer within two business days after the date of this offer, and any financial institution that is a participant in DTC may make book-entry delivery of shares of Key Tronic common stock by causing DTC to transfer such shares into the exchange agent’s account in accordance with DTC’s procedure for such transfer. However, although delivery of shares of Key Tronic common stock may be effected through book-entry transfer at DTC, the letter of transmittal with any required signature guarantees, or an agent’s message, along with any other required documents, must, in any case, be received by the exchange agent at one of its addresses set forth on the back cover of this prospectus prior to the expiration date, or the guaranteed delivery procedures described below must be followed. Cemtrex cannot assure you that book-entry delivery of Key Tronic shares will be available. If book-entry delivery is not available, you must tender Key Tronic shares by means of delivery of Key Tronic share certificates or pursuant to the guaranteed delivery procedures set forth below under “The Offer – Guaranteed Delivery.”

Signatures on all letters of transmittal must be guaranteed by an eligible institution (as defined below), except (1) in cases in which shares of Key Tronic common stock are tendered by a registered holder of shares of Key Tronic common stock who has not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the letter of transmittal or (2) if shares of Key Tronic common stock are tendered for the account of a financial institution that is a member of the Securities Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing is referred to as an “eligible institution”). Most banks, savings and loan associations and brokerage houses are able to effect these signature guarantees for you.

If the certificates for shares of Key Tronic common stock are registered in the name of a person other than the person who signs the letter of transmittal, or if the offer consideration is to be delivered, or certificates for unexchanged shares of Key Tronic common stock are to be issued, to a person other than the registered holder(s), the Key Tronic share certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates, with the signature(s) on the certificates or stock powers guaranteed by an eligible institution.

In all cases, Cemtrex will exchange shares of Key Tronic common stock tendered and accepted for exchange pursuant to the offer only after timely receipt by the exchange agent of certificates for shares of Key Tronic common stock (or timely confirmation of a book-entry transfer of such securities into the exchange agent’s account at DTC as described above), properly completed and duly executed letter(s) of transmittal (or an agent’s message in connection with a book-entry transfer) and any other required documents.

By executing a letter of transmittal as set forth above, you irrevocably appoint Cemtrex’s designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your shares of Key Tronic common stock tendered and accepted for exchange by Cemtrex and with respect to any and all other shares of Key Tronic common stock and other securities issued or issuable in respect of the shares of Key Tronic common stock on or after the expiration date. That appointment is effective, and voting rights will be affected, when and only to the extent that Cemtrex deposits with the exchange agent the shares of its common stock in consideration for the shares of Key Tronic common stock that you have tendered. All such proxies will be considered coupled with an interest in the tendered shares of Key Tronic common stock and therefore will not be revocable. Upon the effectiveness of such appointment, all prior proxies that you have given will be revoked, and you may not give any subsequent proxies (and, if given, they will not be deemed effective). Cemtrex’s designees will, with respect to the shares of Key Tronic common stock for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper at any annual, special or adjourned meeting of Key Tronic’s stockholders or otherwise. Cemtrex reserves the right to require that, in order for shares of Key Tronic common stock to be deemed validly tendered, immediately upon the exchange of those shares, Cemtrex must be able to exercise full voting rights with respect to those shares.

THE METHOD OF DELIVERY OF KEY TRONIC SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, CEMTREX RECOMMENDS REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING, YOU MUST PROVIDE THE EXCHANGE AGENT WITH YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY WHETHER YOU ARE SUBJECT TO BACKUP WITHHOLDING OF FEDERAL INCOME TAX BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SOME STOCKHOLDERS (INCLUDING, AMONG OTHERS, ALL CORPORATIONS AND SOME FOREIGN INDIVIDUALS) ARE NOT SUBJECT TO THESE BACKUP WITHHOLDING AND REPORTING REQUIREMENTS. IN ORDER FOR A FOREIGN INDIVIDUAL TO QUALIFY AS AN EXEMPT RECIPIENT, THE STOCKHOLDER MUST SUBMIT A FORM W-8BEN, SIGNED UNDER PENALTIES OF PERJURY, ATTESTING TO THAT INDIVIDUAL’S EXEMPT STATUS.

Guaranteed Delivery

If you wish to tender shares of Key Tronic common stock pursuant to the offer and your certificates are not immediately available or you cannot deliver the certificates and all other required documents to the exchange agent prior to the expiration date or complete the procedure for book-entry transfer on a timely basis, your shares of Key Tronic common stock may nevertheless be tendered, as long as all of the following conditions are satisfied:

You may deliver the notice of guaranteed delivery by hand, overnight courier, facsimile transmission or mail to the exchange agent. The notice must include a guarantee by an eligible institution in the form set forth in the notice.

The tender of shares of Key Tronic common stock pursuant to any of the procedures described above will constitute a binding agreement between Cemtrex and you upon the terms and subject to the conditions of the offer.

Matters Concerning Validity and Eligibility

Cemtrex will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of Key Tronic common stock, in its sole discretion, and its determination will be final and binding to the fullest extent permitted by law. Cemtrex reserves the absolute right to reject any and all tenders of shares of Key Tronic common stock that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. Cemtrex also reserves the absolute right to waive any defect or irregularity in the tender of any shares of Key Tronic common stock. No tender of shares of Key Tronic common stock will be deemed to have been validly made until all defects and irregularities in tenders of shares of Key Tronic common stock have been cured or waived. None of Cemtrex, the exchange agent, the information agent or any other person will be under any duty to give notification of any defects or irregularities in the tender of any shares of Key Tronic common stock or will incur any liability for failure to give any such notification. Cemtrex’s interpretation of the terms and conditions of the offer (including the letter of transmittal and instructions thereto) will be final and binding to the fullest extent permitted by law.

IF YOU HAVE ANY QUESTIONS ABOUT THE PROCEDURE FOR TENDERING SHARES OF KEY TRONIC COMMON STOCK, PLEASE CONTACT THE INFORMATION AGENT AT ITS ADDRESS AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.

Withdrawal Rights

You can withdraw tendered shares at any time until the offer has expired and, if Cemtrex has not agreed to accept your shares for exchange by the expiration date, you can withdraw them at any time after that date until it accepts shares for exchange. If Cemtrex elects to extend the offer, is delayed in its acceptance for exchange of shares of Key Tronic common stock or is unable to accept shares of Key Tronic common stock for exchange pursuant to the offer for any reason, then, without prejudice to Cemtrex’s rights under the offer, the exchange agent may, on behalf of Cemtrex, retain tendered shares of Key Tronic common stock, and such shares of Key Tronic common stock may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this section. Any such delay will be by an extension of the offer to the extent required by law. If Cemtrex decides to include a subsequent offering period, shares of Key Tronic common stock tendered during the subsequent offering period may not be withdrawn. Please see the section of this prospectus entitled “The Offer – Extension, Termination and Amendment.”

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at one of its addresses set forth on the back cover page of this prospectus. Any such notice of withdrawal must specify the name of the person who tendered the shares of Key Tronic common stock to be withdrawn, the number of shares of Key Tronic common stock to be withdrawn and the name of the registered holder of such shares of Key Tronic common stock, if different from that of the person who tendered such shares of Key Tronic common stock. If certificates evidencing shares of Key Tronic common stock to be withdrawn have been delivered or otherwise identified to the exchange agent, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the exchange agent and, unless such shares of Key Tronic common stock have been tendered by or for the account of an eligible institution, the signature(s) on the notice of withdrawal must be guaranteed by an eligible institution. If shares of Key Tronic common stock have been tendered pursuant to the procedure for book-entry transfer as set forth in the section of this prospectus entitled “The Offer – Procedure for Tendering,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn shares of Key Tronic common stock.

Withdrawals of shares of Key Tronic common stock may not be rescinded. Any shares of Key Tronic common stock properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the offer. However, withdrawn shares of Key Tronic common stock may be re-tendered at any time prior to the expiration date (or during the subsequent offering period, if any) by following one of the procedures discussed under the sections entitled “The Offer – Procedure for Tendering” or “The Offer – Guaranteed Delivery” (except shares of Key Tronic common stock may not be re-tendered using the procedures for guaranteed delivery during any subsequent offering period).

Cemtrex will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal in its sole discretion, and its decision shall be final and binding to the fullest extent permitted by law. None of Cemtrex, the exchange agent, the information agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification.

Announcement of Results of the Offer

Cemtrex will announce by press release the final results of the offer, including whether all of the conditions to the offer have been fulfilled or waived and whether Cemtrex will accept the tendered shares of Key Tronic common stock for exchange, promptly after expiration of the offer.

Ownership of Cemtrex After the Offer

Based on the exchange ratio for the offer and assuming that:

former Key Tronic stockholders would own, in the aggregate, approximately 25.9% of the outstanding shares of Cemtrex common stock and, on a voting basis together with holders of Cemtrex’s common stock, series A preferred stock and series 1 preferred stock, approximately 11.5% of the total voting shares of Cemtrex.

Taxation

The following is a summary of certain U.S. federal income tax consequences of the offer to holders of Key Tronic common stock whose stock is exchanged for units consisting of Cemtrex’s 4% subordinated debentures due 2024 and shares of common stock pursuant to the offer. The summary is based on the Internal Revenue Code of 1986, as amended, referred to in this prospectus as the “Code,” applicable Treasury Regulations and administrative and judicial interpretations thereof, each as in effect as of the date of this offer, all of which may change, possibly with retroactive effect. The summary is for general information only and does not purport to address all of the tax consequences that may be relevant to particular stockholders in light of their personal circumstances. The summary applies only to stockholders who hold their Key Tronic common stock as capital assets and may not apply to stockholders subject to special rules under the Code, including, without limitation, persons who acquired their Key Tronic common stock upon the exercise of stock options or otherwise as compensation, financial institutions, brokers, dealers or traders in securities or commodities, insurance companies, partnerships or other entities treated as partnerships or flow-through entities for U.S. federal income tax purposes, tax-exempt organizations, persons who are subject to alternative minimum tax, persons who hold Key Tronic common stock as a position in a “straddle” or as part of a “hedging” or “conversion” transaction or other integrated investment, or persons that have a functional currency other than the United States dollar. This summary does not discuss the U.S. federal tax consequences to any stockholder of Key Tronic who, for U.S. federal income tax purposes, is a non-resident alien individual, foreign corporation, foreign partnership or foreign estate or trust, and does not address any state, local or foreign tax consequences of the offer.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER’S TAX ADVISOR REGARDING THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, AND FOREIGN TAX LAWS.

Except as provided below, the receipt of units consisting of Cemtrex’s 4% subordinated debentures due 2024 and shares of common stock in exchange for Key Tronic common stock pursuant to the offer may be a taxable transaction for U.S. federal income tax purposes. In general, a stockholder who exchanges Key Tronic common stock pursuant to the offer will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the fair market value on the date of acceptance for exchange pursuant to the offer of the Cemtrex common stock received and the holder’s adjusted tax basis in the Key Tronic common stock exchanged pursuant to the offer. Gain or loss will be determined separately for each block of Key Tronic common stock (i.e., Key Tronic common stock acquired at the same cost in a single transaction) exchanged pursuant to the offer. Any such gain or loss generally will be long-term capital gain or loss if the stockholder has held the Key Tronic common stock for more than one year on the date of acceptance for exchange pursuant to the offer. Long-term capital gain of noncorporate stockholders is generally taxable at a maximum rate of 15%. Certain limitations apply to the use of capital losses.

A holder’s tax basis in the Cemtrex 4% subordinated debentures due 2024 and common stock received pursuant to the offer will equal its fair market value on the date of acceptance for exchange pursuant to the offer. A holder’s holding period in the Cemtrex securities received will begin the day following the date of acceptance for exchange pursuant to the offer.

In the event that, upon consummation of the offer, Cemtrex owns 80% or more of the outstanding Key Tronic common stock, and certain other conditions are met, the exchange by Key Tronic stockholders of their Key Tronic common stock for units consisting of Cemtrex’s 4% subordinated debentures due 2024 and shares of common stock will be tax-free pursuant to Section 368(a)(1) of the Code. In that case, no gain or loss would be recognized by the exchanging stockholders of Key Tronic, and their tax basis and holding periods of their Key Tronic shares will carry over to the securities of Cemtrex received in the exchange.

Purpose of the Offer; Dissenters’ Rights

Purpose and Structure of the Offer

The purpose of the offer is for Cemtrex to acquire control of, and ultimately the entire equity interest in, Key Tronic. The offer, as the first step in the acquisition of Key Tronic, is intended to facilitate the acquisition of Key Tronic. There is no guarantee, however, that Cemtrex will acquire control of or the entire equity interest, or even a significant stake, in Key Tronic, through this offer or otherwise. If Cemtrex does not obtain control of, or a significant interest in, Key Tronic, Cemtrex may not have any influence or control over Key Tronic following this offer. Without control of Key Tronic, Cemtrex would have limited ability to impact change at Key Tronic, would be unable to integrate its company and Key Tronic, would have little to no control over management of Key Tronic and would not realize any operational synergies as between Cemtrex and Key Tronic or any other business or financial benefit from the acquisition of Key Tronic common stock.

If Cemtrex owns 90% or more of the outstanding shares of Key Tronic common stock following the consummation of the offer, Cemtrex may seek to consummate a second-step merger as a “short-form” merger pursuant to Section 23B.11.040 of the Washington Business Corporation Act. In this case, neither the approval of any holder of shares of Key Tronic common stock nor the approval of Key Tronic’s board of directors would be required. Upon consummation of a second-step merger, Key Tronic would be merged with and into a wholly-owned subsidiary of Cemtrex.

If Cemtrex owns more than 50% but less than 90% of the outstanding shares of Key Tronic common stock following the consummation of the offer, Cemtrex intends to cause Key Tronic’s board of directors to submit a second-step merger to Key Tronic’s stockholders for approval at a stockholders’ meeting convened for that purpose in accordance with Washington law. However, such a merger and its approval would be subject to the Washington Business Combination Statute (described below) and similar anti-takeover provisions of Key Tronic’s restated articles of incorporation.

In the event that the exchange offer results in the tender of significantly more than 10% but less than 50% of Key Tronic’s outstanding shares of common stock, it will not gain control of Key Tronic, Key Tronic will not be operated as a subsidiary of Cemtrex, and Cemtrex will be subject to the Washington Business Combination Statute, which would prohibit Cemtrex from engaging in transactions with Key Tronic for five years without the approval of Key Tronic’s board of directors and its disinterested shareholders. 

Dissenters’ Rights

Dissenters’ rights are not available in the offer, but, as discussed in the next paragraph, may arise if Cemtrex requests a Key Tronic stockholder vote in connection with the Washington Business Combination Statute (described below). In addition, if you do not tender your Key Tronic shares in the offer, do not vote in favor of a second-step merger and do comply with applicable procedures governing dissenters’ rights under Washington law, you will be entitled, in connection with a second-step merger, to receive payment in cash equal to the statutorily-determined “fair value” of your shares of Key Tronic common stock, plus accrued interest from the effective date of the merger until the date of payment. The process for determining “fair value” under Washington’s dissenters’ rights provisions may include a judicial appraisal process. “Fair value” will be the value of a dissenter’s shares of Key Tronic common stock before a merger, excluding any appreciation or depreciation in anticipation of such merger, unless such exclusion would be inequitable. The fair value of shares of Key Tronic common stock determined under Washington’s dissenters’ rights provisions could be the same as, or more or less than, the value of the shares of Cemtrex common stock offered pursuant to the offer or proposed to be paid in a second-step merger.

In addition, you may have dissenters’ rights in connection with the Washington Business Combination Statute. Section 78.411, et seq. of the Revised Code of Washington, referred to in this prospectus as the “Washington Business Combination Statute,” provides that a person or group who acquires 10% or more of a public corporation’s voting stock (an “acquiring person”) may not engage in any “significant business transaction” with such corporation for a period of five years after such person or group becomes an acquiring person, unless the significant business transaction or the acquisition by which such person became an acquiring person is approved prior to the time the person became an acquiring person by a majority vote of the board of directors, or the significant business transaction is approved by a majority vote of the board of directors and approved at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of the outstanding voting shares (excluding shares beneficially owned by the acquiring person). After the five-year period, certain significant business transactions still may not occur unless they comply with certain fair price provisions of the statute or are approved by the disinterested shareholders. In the event that Cemtrex becomes an acquiring person but owns less than 90% of the outstanding shares of Key Tronic common stock following the consummation of the offer, Cemtrex may seek to complete a significant business transaction with Key Tronic for which dissenters’ rights may be available to each Key Tronic stockholder who does not vote in favor of the significant business transaction if Cemtrex ultimately receives approval of the significant business transaction from two-thirds of the disinterested minority shareholders of Key Tronic. See “The Offer – Certain Legal Matters; Regulatory Approvals– Washington Business Combination Statute.”

THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED BY REFERENCE TO SECTIONS 23B.13.010 – 23B.13.310 OF THE WASHINGTON BUSINESS CORPORATION ACT. FAILURE TO FOLLOW THE STEPS THAT SECTIONS 23B.13.010 – 23B.13.310 REQUIRE FOR PERFECTING APPLICABLE DISSENTERS’ RIGHTS MAY RESULT IN THE LOSS OF THOSE RIGHTS.

Plans for Key Tronic

This exchange offer is the first step in Cemtrex’s plan to acquire all of the outstanding shares of Key Tronic, which may not be completed through this offer and may be accomplished through one or more transactions following this offer. There is no guarantee, however, that Cemtrex will acquire control or the entire equity interest, or even a significant stake, in Key Tronic, through this offer or otherwise. If Cemtrex does not obtain control of, or a significant interest in, Key Tronic, it may not have any influence or control over Key Tronic following this offer. Without control of Key Tronic, Cemtrex would have limited ability to impact change at Key Tronic, would be unable to integrate its company and Key Tronic, would have little to no control over management of Key Tronic and would not realize any operational synergies as between Cemtrex and Key Tronic or any other business or financial benefit from the acquisition of Key Tronic common stock. Following the consummation of this offer, Cemtrex intends to evaluate its investment in Key Tronic common stock on a continual basis and may from time to time communicate with Key Tronic management, members of Key Tronic’s board of directors and stockholders of Key Tronic.

Following the consummation of the offer, Cemtrex may, from time to time, acquire additional shares of Key Tronic common stock, including the acquisition of additional Key Tronic shares for higher or lower prices than contemplated in this offer, dispose of shares of Key Tronic common stock or formulate other purposes, plans or proposals regarding Key Tronic or the Key Tronic common stock, to the extent deemed advisable in light of its general investment policies, market conditions and regulatory factors.

Cemtrex has reviewed and will continue to review various possible business strategies and changes that it might consider in the event that it acquires control of Key Tronic, whether pursuant to the offer, a merger or otherwise , as to which no assurance can be given . Following a review of additional information regarding Key Tronic, these changes could include, among other things, changes in Key Tronic’s business, operations, personnel, employee benefit plans, corporate structure, capitalization, governing documents and management.

Except as indicated in this prospectus, neither Cemtrex nor any of Cemtrex’s subsidiaries has any current plans or proposals which relate to or would result in (1) any reorganization or liquidation of Key Tronic or any of its subsidiaries, (2) any purchase, sale or transfer of a material amount of assets of Key Tronic or any of its subsidiaries, (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of Key Tronic or any of its subsidiaries, (4) any change in the current board of directors or management of Key Tronic, (5) any other material change in Key Tronic’s corporate structure or business, (6) any class of equity security of Key Tronic ceasing to be authorized to be quoted in an automated quotation system operated by a national securities association or (7) any class of equity securities of Key Tronic becoming eligible for termination of registration under the Exchange Act.

Removal from Nasdaq Global Market; Termination of Registration

Once the offer is consummated, if Key Tronic qualifies for termination of registration under the Exchange Act, Cemtrex intends to cause Key Tronic to file an application with the SEC to terminate the registration of Key Tronic common stock under the Exchange Act. The consummation of the offer may also result in the removal of Key Tronic common stock from the Nasdaq Global Market. Key Tronic common stock could also cease to be traded on the Nasdaq Global Market independently of the offer.

Effect of the Offer on the Market for Shares of Key Tronic Common Stock; Registration Under the Exchange Act; Margin Regulations

Effect of the Offer on the Market for the Shares of Key Tronic Common Stock

According to Key Tronic’s annual report on Form 10-K for the fiscal year ended July 1, 2017 , the shares of Key Tronic common stock are traded on the Nasdaq Global Market and there were approximately 688 holders of record of Key Tronic common stock as of July 1, 2016 . The exchange of shares of Key Tronic common stock by Cemtrex pursuant to the offer will reduce the number of holders of Key Tronic common stock and the number of shares of Key Tronic common stock that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining shares of Key Tronic common stock held by the public. The extent of the public market for Key Tronic common stock and the availability of quotations reported on the Nasdaq Global Market depends upon the number of stockholders holding Key Tronic common stock, the aggregate market value of the shares remaining at such time, the interest of maintaining a market in the shares on the part of any securities firms and other factors.

Registration Under the Exchange Act

Based upon Key Tronic’s public filings with the SEC, Cemtrex believes that Key Tronic common stock is currently registered under the Exchange Act. This registration may be terminated upon application by Key Tronic to the SEC if Key Tronic common stock is not listed on a “national securities exchange” and there are fewer than 300 record holders. Termination of registration would substantially reduce the information required to be furnished by Key Tronic to holders of Key Tronic common stock and to the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with stockholders’ meetings and the requirements of Exchange Act Rule 13e-3 with respect to “going private” transactions, no longer applicable to Key Tronic common stock. In addition, “affiliates” of Key Tronic and persons holding “restricted securities” of Key Tronic may be deprived of the ability to dispose of these securities pursuant to Rule 144 under the Securities Act. If the registration of Key Tronic common stock under the Exchange Act is not terminated prior to the consummation of the offer, then the registration of Key Tronic common stock under the Exchange Act will be terminated upon consummation of a second-step merger.

Margin Regulations

Key Tronic common stock is not a “margin security” under the regulations of the Board of Governors of the Federal Reserve System, and is therefore not subject to the margin regulations of the Federal Reserve Board.

Conditions of the Offer

Notwithstanding any other provision of the offer, Cemtrex is not required to accept for exchange or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Cemtrex’s obligation to pay for or return tendered shares promptly after termination or expiration of the offer), exchange any shares of Key Tronic common stock, and may terminate or amend the offer, if, at the expiration date, the “registration statement condition” has not been satisfied or, to the extent legally permissible, waived. The registration statement condition requires that the registration statement of which this prospectus is a part shall have become effective under the Securities Act of 1933, as amended, and no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

In addition, notwithstanding any other provision of the offer, Cemtrex is not required to accept for exchange or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Cemtrex’s obligation to pay for or return tendered shares promptly after termination or expiration of the offer), exchange any shares of Key Tronic common stock, and may terminate or amend the offer, if, at any time on or after the date of this prospectus and before the expiration of the offer, any of the following conditions exist:

The satisfaction or existence of any of the conditions to the offer will be determined by Cemtrex in its reasonable discretion. These conditions are for the sole benefit of Cemtrex and its affiliates and may be asserted by Cemtrex in its reasonable discretion regardless of the circumstances giving rise to any of these conditions or may be waived (to the extent legally permissible) by Cemtrex in its reasonable discretion in whole or in part at any time or from time to time before the expiration date (provided that all conditions to the offer must be satisfied or waived prior to the expiration of the offer). Cemtrex expressly reserves the right to waive any of the conditions to the offer (to the extent legally permissible) and to make any change in the terms of or conditions to the offer. Cemtrex’s failure at any time to exercise its rights under any of these conditions will not be deemed a waiver of any such right. The waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances. Each such right will be deemed an ongoing right which may be asserted at any time or from time to time, except that any such right may not be asserted after the expiration date. Any determination made by Cemtrex concerning the events described in this section “The Offer–Conditions to the Offer” will be final and binding upon all parties, subject to the tendering stockholder’s right to bring any dispute with respect thereto before a court of competent jurisdiction.

Dividends and Distributions

If on or after the date of this prospectus, Key Tronic:

(a) splits, combines or otherwise changes its shares of common stock or its capitalization,

(b) acquires shares of its common stock or otherwise causes a reduction in the number of outstanding shares,

(c) issues or sells any additional shares of its common stock (other than shares issued pursuant to and in accordance with the terms in effect on the date of this prospectus of employee stock options outstanding prior to such date), shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights, or warrants, conditional or otherwise, to acquire, any of the foregoing, or any other securities or rights in respect of, in lieu of, or in substitution or exchange for any shares of its capital stock, or

(d) discloses that it has taken such action,

then, without prejudice to Cemtrex’s rights under “The Offer – Extension, Termination and Amendment” and “The Offer – Conditions of the Offer,” Cemtrex may, in its sole discretion, make such adjustments in the exchange ratio and other terms of the offer as it deems appropriate including, without limitation, the number or type of securities to be purchased.

Certain Legal Matters; Regulatory Approvals

General

Cemtrex is not aware of any governmental license or regulatory permit that appears to be material to Key Tronic’s business that might be adversely affected by Cemtrex’s acquisition of shares of Key Tronic common stock pursuant to the offer or of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for Cemtrex’s acquisition or ownership of shares of Key Tronic common stock pursuant to the offer. Should any of these approvals or other actions be required, Cemtrex currently contemplates that these approvals or other actions will be sought. There can be no assurance that any of these approvals or other actions, if needed, will be obtained (with or without substantial conditions) or that if these approvals were not obtained or these other actions were not taken adverse consequences might not result to Key Tronic’s business or that parts of Key Tronic’s or Cemtrex’s, or any of their respective subsidiaries’, businesses might not have to be disposed of or held separate, any of which could cause Cemtrex to elect to terminate the offer without the purchase of shares of Key Tronic common stock. Cemtrex’s obligation under the offer to accept for exchange and exchange shares of Key Tronic common stock is subject to certain conditions. See “The Offer – Conditions of the Offer.”