CEMTREX INC 8-K

What Happened

• CEMTREX, through its subsidiary Advanced Industrial Services (AIS) and a newly formed AIS unit (Buyer), completed the acquisition of substantially all assets of Plant Engineering Services, Inc. (PES) under an Asset Purchase Agreement dated July 1, 2026. The acquired business has been integrated into CEMTREX’s Industrial Services segment. The base purchase price was $3,500,000 in cash (subject to a customary working capital adjustment) and the Buyer assumed certain liabilities. The seller parties include PES and owner Mark Bohler. The agreement also provides for contingent earnout payments of up to approximately $1,750,000 payable over three years tied to specified gross profit targets.
• Separately, since CEMTREX’s 1-for-10 reverse stock split effective June 5, 2026, the company issued about 609,000 shares of common stock in unregistered transactions (private placements and other exempt transactions). As of July 2, 2026, CEMTREX reported approximately 1,721,141 shares of common stock outstanding. A press release about the transaction was furnished as Exhibit 99.1 to the 8-K.

Key Details

• Purchase price: $3,500,000 cash (subject to working capital adjustment) plus assumption of certain liabilities.
• Contingent consideration: up to ~ $1,750,000 payable over three years based on gross profit targets.
• Agreement date / closing: Asset Purchase Agreement dated July 1, 2026; transaction completed and PES operations integrated into Industrial Services segment.
• Share activity: ~609,000 unregistered shares issued after the 1-for-10 reverse split (effective June 5, 2026); ~1,721,141 shares outstanding as of July 2, 2026.

Why It Matters

• The acquisition expands CEMTREX’s Industrial Services segment by adding PES’s operations, which could affect future revenues and gross profit in that segment (subject to integration and performance).
• The upfront cash payment ($3.5M) and assumed liabilities are immediate impacts on the company’s balance sheet; additional cash or stock outflows could occur if earnout targets are met (up to ~$1.75M over three years).
• The recent issuance of ~609,000 unregistered shares after the reverse split changed the company’s share count; investors should note the updated outstanding share total when assessing per-share metrics.

For full terms and the complete Asset Purchase Agreement, see Exhibit 2.1 and the press release (Exhibit 99.1) filed with the 8-K.