UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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CURRENT REPORT ON FORM 8-K
Cemtrex, Inc.
Item 1.01. Entry into a Material Definitive Agreement.
On December 11, 2025, Cemtrex, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single accredited institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the “Offering”), securities consisting of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and/or pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), for aggregate gross proceeds of $2,000,000.
The Offering closed on December 11, 2025. The Company issued 310,000 shares of common stock and prefunded warrants to purchase 356,667 shares of common stock. The Purchase Agreement contains customary representations, warranties, and covenants by the Company and the Purchaser.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Doney Law Firm, counsel to the Company, delivered an opinion as to the legality of the issuance and sale of the securities, a copy of which is attached hereto as Exhibit 5.1.
Item 8.01 Other Events.
The Company issued a press release announcing the Offering on December 11, 2025. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
Exhibit Title | |
| 4.1 | Form of Pre-Funded Common Stock Purchase Warrant | |
| 5.1 | Opinion of The Doney Law Firm | |
| 10.1 | Securities Purchase Agreement, dated December 11, 2025 | |
| 23.1 | Consent of The Doney Law Firm (contained in Exhibit 5.1) | |
| 99.1 | Press Release dated December 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEMTREX, INC. | ||
| Date: December 11, 2025 | By: | /s/ Saagar Govil |
| Saagar Govil | ||
| Chairman, President, and Chief Executive Officer | ||
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