Cemtrex Inc.

01/10/2025 | Press release | Distributed by Public on 01/10/2025 15:00

Amendment to Annual Report (Form 10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the fiscal year ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

Commission File Number 001-37464

CEMTREX, INC.

(Exact name of registrant as specified in its charter)

Delaware 30-0399914

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

135 Fell Ct. Hauppauge, NY 11788
(Address of principal executive offices) (Zip code)

Registrant telephone number, including area code: 631-756-9116

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

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share CETX The NASDAQCapital Market

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No☒

Indicate by check mark whether the registrant (has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Emerging growth company ☐
Non-accelerated filer☒ Smaller reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 28, 2024, the number of the registrant's common stock held by non-affiliates of the registrant was 483 and the aggregate market value $4,249,917based on the average bid and asked price of $8,799 on March 28, 2024.

As of December 23, 2024, the registrant had 1,724,162shares of common stock outstanding.

Explanatory Note

Cemtrex, Inc. (the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K (this "Form 10-K/A") for the fiscal year ended September 30, 2024, originally filed with the Securities and Exchange Commission (the "SEC") on December 30, 2024 (the "Original Filing").

This Form 10-K/A is being filed for the purpose of amending the beneficial ownership table contained in Part III, Item 12 to include missing 5% shareholders to the disclosure that were inadvertently left out of the Original Filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 12, Item 15, the signature pages to Form 10-K and the applicable exhibits.

As required by Rule 12b-15 under the Exchange Act, new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Form 10-K/A pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Form 10-K/A does not reflect or purport to reflect any information or events occurring after the original filing date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and the Company's other filings with the SEC.

TABLE OF CONTENTS

PART III 4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 4
PART IV 7
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 7

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PART III

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of December 23, 2024, by:

all persons who are beneficial owners of five percent (5%) or more of our common stock;

each of our directors;

each of our executive officers; and

all current directors and executive officers as a group.

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all shares of common stock held by them.

As of December 23, 2024, 1,724,162 shares of Common Stock were issued and outstanding. In addition, there were 50,000 shares of Series C Preferred Stock outstanding which are entitled to vote 17,258,862 shares in the aggregate, all of which is held by Saagar Govil and 2,515,894 shares of Series 1 Preferred Stock outstanding which are entitled to vote 5,031,788 shares in the aggregate. Accordingly, there are a total of 24,014,812 shares outstanding.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of December 23, 2024, are deemed outstanding. Such shares, however, are not deemed as of December 23, 2024, outstanding for the purpose of computing the percentage ownership of any other person.

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Name and

Address

Percentage of
Issued

Percentage of
Title of Class

of Beneficial

Owner

Title

Amount

Owned


Common
Stock (1)

voting stock

(2)

Common Stock Saagar Govil Chairman of the Board, 30 0 % *
276 Greenpoint Avenue, Suite 208 Chief Executive Officer,
Brooklyn, NY 11222 and President
Preferred Stock Saagar Govil Chairman of the Board, 153,153 - 1.3 %
(Series 1) 276 Greenpoint Avenue, Suite 208 Chief Executive Officer,
Brooklyn, NY 11222 and President
Preferred Stock Saagar Govil Chairman of the Board, 50,000 (3) - 71.9 %
(Series C) 276 Greenpoint Avenue, Suite 208 Chief Executive Officer,
Brooklyn, NY 11222 and President
Paul J. Wyckoff Interim Chief Financial - - *
276 Greenpoint Avenue, Suite 208 Officer
Brooklyn, NY 11222
Common Stock Brian Kwon Director 2 * *
276 Greenpoint Avenue, Suite 208
Brooklyn, NY 11222
Common Stock Manpreet Singh Director 2 * *
276 Greenpoint Avenue, Suite 208
Brooklyn, NY 11222
Common Stock Metodi Filipov Director 2 * *
276 Greenpoint Avenue, Suite 208
Brooklyn, NY 11222
All directors and executive officers as a group (5 persons) 203,189 (4) * 73.1 %
5% Holders
Common Stock Altium Capital Management, LP (5) 172,244 9.99 % *
Common Stock L1 Capital Global Opportunities Master Fund, Ltd. (6) 172,244 9.99 % *
Common Stock S.H.N. Financial Investments Ltd. (7) 172,244 9.99 % *
Common Stock Michael Bigger (8) 172,244 9.99 % *
Common Stock Hal Mintz (9) 172,244 9.99 % *

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* Less than one percent of outstanding shares.
(1) Except as otherwise noted herein, the percentage is determined on the basis of 1,724,162 shares of our Common Stock outstanding plus securities deemed outstanding pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under Rule 13d-3, a person is deemed to be a beneficial owner of any security owned by certain family members and any security of which that person has the right to acquire beneficial ownership within 60 days, including, without limitation, shares of our common stock subject to currently exercisable options and warrants.
(2) This percentage is based on the 1,724,162 shares of our Common Stock outstanding, the 17,258,862 votes that the Series C Preferred Stock is entitled to vote, and the 5,031,788 votes that the Series 1 Preferred Stock is entitled to vote based on 2 votes per share.
(3) Pursuant to the Certificate of Designation of the Series C Preferred Stock, each issued and outstanding share of Series C Preferred Stock are entitled to the number of votes per share equal to the result of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters presented to our shareholders for their action or consideration, including the election of directors.
(4) Consists of actual amount of Common Stock, Series C, and Series 1 Preferred Stock owned. As described above each share of Series C is entitled to 345.17724 votes. Series 1 Preferred Stock is entitled to 2 votes per share.
(5) Share ownership information is based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on May 8, 2024, by Altium Growth Fund, LP, Altium Capital Management, LLC, and Altium Growth GP, LLC (collectively, the "Altium Entities"). Altium Growth Fund, LP is the record and direct beneficial owner of these securities. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, Altium Growth Fund, LP. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Altium Growth Fund, LP. The address of the principal business office of each of the Altium Entities is 152 West 57 Street, FL 20, New York, NY 10019.
(6) Share ownership information is based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on May 10, 2024, by L1 Capital Global Opportunities Master Fund, Ltd. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Company's securities. The address of the principal business office of by L1 Capital Global Opportunities Master Fund, Ltd. is 161A Shedden Road, 1 Artillery Court PO Box 10085 Grand Cayman, Cayman Islands KY1-1001.
(7) Share ownership information is based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on May 13, 2024, by S.H.N. Financial Investments Ltd. S.H.N. Financial Investments Ltd. is the record and direct beneficial owner of these securities. The address of the principal business office of S.H.N. Financial Investments Ltd.is Herzliya Hills, Arik Einstein 3, Israel, 4610301.
(8) Mr. Bigger serves as the managing member of Bigger Capital Fund GP, LLC and the managing member of District 2 Holdings LLC, which may be deemed to beneficially own the shares underlying warrants. The address for Mr. Bigger is 2250 Red Springs Drive, Las Vegas, NV 89135.
(9) Shares underlying warrants held by Sabby Volatility Warrant Master Fund, Ltd. Hal Mintz has control over Sabby Management LLC that has voting and control over the shares held by Sabby Volatility Warrant Master Fund, Ltd. The address of Sabby Volatility Warrant Master Fund, Ltd. is c/o Ogier Fiduciary Services (Cayman) Limited 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007 Cayman Islands..
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PART IV

ITEM 15 EXHIBITS AND FINANCIAL STATEMENTS

(a) Financial Statements and Notes to the Consolidated Financial Statements
See Index to Consolidated Financial Statements on page F-1 at beginning of attached financial statements.
(b) Exhibits
Exhibit Incorporated by Reference Filed or Furnished
Number Exhibit Description Form Filing Date Herewith
2.1 Stock Purchase Agreement, dated December 15, 2015 Form 8-K/A 9/26/2016
3.1 Certificate of Incorporation filed with the State of Delaware. Form 10-12G 5/22/2008
3.2 Bylaws Form 10-12G 5/22/2008
3.3 Amendment to Certificate of Incorporation Form 10-12G 5/22/2008
3.4 Amendment to Certificate of Incorporation Form 10-12G 5/22/2008
3.5 Amendment to Certificate of Incorporation Form 10-12G 5/22/2008
3.6 Amendment to Certificate of Incorporation Form 10-12G 5/22/2008
3.7 Amendment to Certificate of Incorporation Form 8-K 8/22/2016
3.8 Certificate of Designation of the Series A Preferred Shares Form 8-K 9/10/2009
3.9 Certificate of Designation of the Series 1 Preferred Shares Form 8-K 1/24/2017
3.10 Amendment to Certificate of Incorporation Form 8-K 9/8/2017
3.11 Certificate of Correction to the Certificate of Amendment Form 8-K 6/12/2019
3.12 Amended Certificate of Designation of the Series 1 Preferred Shares Form 8-K 4/1/2020
3.13 Amendment to Certificate of Incorporation Form 10-K 1/5/2021
3.14 Certificate of Correction to the Certificate of Amendment Form 10-Q 5/28/2021
3.15 Amendment to Certificate of Incorporation Form 8-K 1/20/2023
3.16 Amendment to Certificate of Incorporation Form 8-K 8/2/2024
4.1 Form of Subscription Rights Certificate Form S-1 8/29/2016
4.2 Form of Series 1 Preferred Stock Certificate Form S-1/A 11/23/2016
4.3 Form of Series 1 Warrant Form S-1/A 12/7/2016
4.4 Form of Common Stock Purchase Warrant Form 8-K 3/22/2019
4.5 Form of Prefunded Warrant Form 8-K 5/3/2024
4.6 Form of Series A Common Stock Purchase Warrant Form 8-K 5/3/2024
4.7 Form of Series B Common Stock Purchase Warrant Form 8-K 5/3/2024
5.1 Opinion of the Doney Law Firm Form S-1/A 4/30/2024
10.1 Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 3, 2023 Form 10-Q 5/11/2023
10.2 Amendment to Loan Documents Between Advanced Industrial Services, Inc. and Fulton Bank, N.A. Form 10-Q 5/11/2023
10.3 Amendment to Promissory Note Between Cemtrex, Inc. and Streeterville Capital, LL Form 10-Q 5/11/2023
10.4 Securities Purchase Agreement dated June 1, 2020 Form 8-K 6/4/2020
10.5 Securities Purchase Agreement dated June 9, 2020 Form 8-K 6/12/2020
10.6 Settlement Agreement and Release between Cemtrex, Inc. and Aron Govil dated February 26, 2021 Form 8-K 2/26/2021
10.7 Securities Purchase Agreement dated February 22, 2022 Form 10-Q 5/16/2022
10.8 Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 30, 2022 Form 10-Q 5/16/2022
10.9 Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 Form 8-K 11/29/2022
10.10 Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 Form 8-K 11/29/2022
10.11 Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc. and Saagar Govil, dated November 18, 2022 Form 8-K 11/29/2022
10.12 2020 Equity Compensation Plan Form S-8 8/17/2020
10.13 Asset Purchase Agreement, dated as of June 7, 2023 Form 8-K 12/6/2023
10.14 Form of Lock-Up Agreement Form S-1/A 4/30/2024
10.15 Note Purchase Agreement between Cemtrex Inc. and Streeterville Capital, LLC, dated September 30, 2021 Form S-1/A 4/30/2024
10.16 Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated September 14, 2022 Form S-1/A 4/30/2024
10.17 Amendment to Promissory Note between Cemtrex Inc. and Streeterville Capital, LLC, dated August 30, 2023 Form S-1/A 4/30/2024
10.18 Form of Underwriting Agreement Form 8-K 5/3/2024
10.19 Standstill Agreement, dated April 30, 2024 Form 8-K 5/1/2024
21.1 Subsidiaries of the Registrant Form 10-K 12/30/2024
23.1 Consent of Grassi & Co, CPAs, P.C., Independent Registered Public Accounting Firm Form 10-K 12/30/2024
31.1 Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
31.2 Certification of Interim Chief Financial Officer and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
99.1 Order pursuant to Section 8A of the Securities Act - dated September 30, 2022. Form 8-K 10/4/2022
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CEMTREX, INC.
January 10, 2025 By: /s/ Saagar Govil
Saagar Govil,
Chairman of the Board, CEO,
President and Secretary (Principal Executive Officer)
January 10, 2025 By: /s/ Paul J. Wyckoff
Paul J. Wyckoff,
CFO (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

January 10, 2025 By: /s/ Saagar Govil
Saagar Govil,
Chairman of the Board, CEO,
President and Secretary (Principal Executive Officer)
January 10, 2025 By: /s/ Paul J. Wyckoff
Paul J. Wyckoff,
CFO (Principal Financial and Accounting Officer)
January 10, 2025 By: /s/ Brian Kwon
Brian Kwon,
Director
January 10, 2025 By: /s/ Manpreet Singh
Manpreet Singh,
Director
January 10, 2025 By: /s/ Metodi Filipov
Metodi Filipov,
Director

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