UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1, 2023

Cemtrex Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (631) 756-9116

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

CURRENT REPORT ON FORM 8-K

Cemtrex, Inc.

Explanatory Note

On July 7, 2023, Cemtrex, Inc. (the “Company”) filed its Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”) to report that Advanced Industrial Services, Inc.,(“AIS”) a Pennsylvania corporation and a wholly owned subsidiary of the Company (the “Buyer”), completed the previously announced acquisition of Heisey Mechanical, Ltd. (“Heisey”) based in Columbia, Pennsylvania., pursuant to the Asset Purchase Agreement (as defined below).

As required by Regulation S-X, this Amendment No. 1 to the Original Form 8-K (this “Current Report”) is being filed with the SEC to include (I) the (x) audited financial statements of Heisey Mechanical, Ltd as of, and for the fiscal year ended, December 31, 2022, and the accompanying notes, (y) unaudited financial statements of Heisey Mechanical, Ltd for the six months ended June 30, 2023, and the accompanying notes, (ii) the unaudited pro forma financial information with respect to the acquisition of Heisey, and certain other related changes to Item 9.01 of the Original Form 8-K. Please refer to the Original Form 8-K for a summary of the acquisition and the material terms of the Asset Purchase Agreement.

Item 1.01 Entry into a Material Definitive Agreement.

On July 1, 2023 (the “Closing Date”), Advanced Industrial Services, Inc.,(“AIS”) a Pennsylvania corporation and a wholly owned subsidiary of the Company (the “Buyer”), Heisey Mechanical, Ltd. (“Heisey”) based in Columbia, Pennsylvania (the “Sellers”), completed the previously announced acquisition of Heisey (the “Acquisition”). The Acquisition was effected pursuant to the Asset Purchase Agreement, dated as of June 7, 2023, by and among the Company, Buyer, and the Sellers, (the “Asset Purchase Agreement”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

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

Item 9.01 Financial Statements and Exhibits

In accordance with Item 9.01(a) of Form 8-K, (i) audited financial statements as of, and for the fiscal year ended, December 31, 2022, and the accompanying notes, and (ii) unaudited financial statements as of June 30, 2023, and for the three and six months ended June 30, 2023, and the accompanying notes, are included in this Current Report as Exhibits 99.1 and 99.2, respectively.

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

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.