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
NASDAQ Capital 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 $ 4,249,917 based on the average bid and asked price of $8,799 on March 28, 2024.
As
of December 23, 2024, the registrant had 1,724,162 shares 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
3
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.
4
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 %
*
5
*
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..
6
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
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7
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
8
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.