UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): January 8, 2026~~1934

~~CEMTREX,~~Date ~~INC. (Exact~~of ~~Name~~Report (Date of ~~Registrant~~earliest asevent ~~Specified~~reported): inJanuary ~~Charter)~~9, 2026

Delaware		001-37464		30-0399914
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Cemtrex Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37464

30-0399914

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

135 Fell Court

Hauppauge, NY

11788

(Address of principal executive offices)

(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (1717CFR ~~CFR~~ 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4©4I under the Exchange Act (17 CFR 240.~~13 ©~~13I(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock CETX Nasdaq Capital Market

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. ☐

~~Item~~Securities ~~2.01~~registered ~~Completion~~pursuant ofto ~~Acquisition~~Section or12(b) ~~Disposition~~ of ~~Assets~~the Act:

~~As previously~~Title ~~disclosed~~of ineach ~~the~~class ~~Current~~Trading ~~Report~~symbol onName ~~Form~~of ~~8-K~~each ~~filed~~exchange on November 19, 2025, on November 13, 2025, Cemtrex, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with Karl F. Kiefer, an individual resident of Texas (the “Seller”), and Invocon, Inc., a Texas corporation (“Invocon”), pursuant to which ~~the~~registered ~~Company~~Common ~~agreed~~Stock toCETX ~~acquire~~Nasdaq ~~100%~~Capital ~~of the issued and outstanding shares of Invocon for a purchase price of $7,060,000 in cash.~~Market

OnCURRENT ~~January~~REPORT 8,ON ~~2026,~~FORM ~~the Company completed the acquisition of Invocon. As a result of the transaction, Invocon became a wholly~~8-~~owned subsidiary of the Company. The purchase price of $7,060,000 was paid in cash at closing.~~K

~~The Agreement has been included to provide investors with information regarding its terms. The representations~~Cemtrex, ~~warranties, and covenants~~ contained in the Agreement were made only for the purposes of the Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the AgreementInc. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, Invocon, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, and other documents that the Company files or has filed with the SEC.

~~The~~Item ~~foregoing~~1.01. ~~description~~Entry ofinto ~~the Agreement and the transaction is~~ a ~~summary,~~Material ~~does~~Definitive ~~not purport to be complete, and is qualified in its entirety by reference to the full text of the~~ Agreement~~, a copy of which was filed as Exhibit 2~~.~~1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2025 and is incorporated by reference herein.~~

~~Item~~On 8January 9, 2026, Cemtrex, Inc.01 ~~Other~~(the ~~Events~~“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 $4,000,000.

The OnOffering closed on January 89, 2026,. ~~the~~The Company issued a400,000 ~~press~~shares ~~release~~of ~~announcing~~common ~~the~~stock ~~completion~~and ofprefunded ~~the~~warrants ~~acquisition~~to ofpurchase ~~Invocon~~1,069,507 ~~Inc. A copy~~ shares of ~~the~~common ~~press release~~stock. isThe ~~furnished~~Purchase asAgreement ~~Exhibit~~contains ~~99.1~~customary torepresentations, ~~this~~warranties, ~~Current~~and ~~Report~~covenants onby ~~Form~~the ~~8-K~~Company and isthe ~~incorporated herein by reference~~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 January 9, 2026. 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

(a) Financial Statements of Businesses Acquired. The financial statements of Invocon that may be required by Item 9.01(a) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(b) Pro Forma Financial Information. The pro forma financial information that may be required by Item 9.01(b) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(d) Exhibits

Exhibit No.		Description
Exhibit Number		Exhibit Title
2.1		Share Purchase Agreement, dated November 13, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2025)
4.1		Form of Pre-Funded Common Stock Purchase Warrant
99.1		Press Release dated January 8, 2026
5.1		Opinion of The Doney Law Firm
10.1		Securities Purchase Agreement, dated January 9, 2026
23.1		Consent of The Doney Law Firm (contained in Exhibit 5.1)
99.1		Press Release dated January 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 8, 2026	By:	/s/ Saagar Govil
Date: January 9, 2026	By:	/s/ Saagar Govil
		Saagar Govil
		Chairman, President and Chief Executive Officer
		Chairman, President, and Chief Executive Officer

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