What changed in this filing

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Item 1. Business

2025-12-29 compared with 2024-12-30 · 136 added, 98 removed, 145 unchanged (62% of the section changed)

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Stock Reverse Stock Split

October 2, 2024, the Company completed a 60:1 reverse stock split on its common stock, and on November 26, 2024, The Company completed

a 35:1 reverse stock split on its common stock.

October 2, 2024, the Company completed a 60:1 reverse stock split on its common stock, on November 26, 2024, The Company completed a

35:1 reverse stock split on its common stock, and on September 29, 2025, the Company completed a 15:1 reverse stock split on its common

All share and per share data have been retroactively adjusted for the reverse splits.

Notices for Listing Deficiencies

July 29, 2022, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that, because the closing bid price for the Company’s Series 1 Preferred Stock listed on Nasdaq was below

$1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq

Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price

Requirement”).

On January 26, 2023, the Company received a notification letter from the Listing Qualifications Department of Nasdaq

notifying the Company that, it had been granted an additional 180 days or until July 24, 2023, to regain compliance with the Minimum

Bid Price Requirement based on the Company meeting the continued listing requirement for market value of publicly held shares and all

other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s

written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

On September 8, 2023, the Company received a letter from the Nasdaq Hearings Panel (“Panel”) informing the Company that the

Panel has granted the Company a temporary exception to regain compliance with The Nasdaq Stock Market LLC’s (“Nasdaq”

or the “Exchange”) Listing Rule 5555(a)(1) (the “Bid Price Rule”) by no later than January 19, 2024.

has announced a special meeting of Series 1 Preferred Stock shareholders was scheduled for December 26, 2023, to approve the reverse

On December 26, 2023, the meeting was adjourned to December 29, 2023, due to insufficient votes represented by proxy or

virtually in person to constitute a quorum for the transaction of business at the Special Meeting.

On December 29, 2023, there were still

insufficient votes represented by proxy or virtually in person to constitute a quorum thus the resolution did not pass.

January 5, 2024, and January 12, 2024, the Company bought back an aggregate of 71,951 shares of Series 1 Preferred Stock for $69,705

under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred

Stock through various means, including through privately negotiated transactions and through an open market program.

On April 8, 2024,

these shares were cancelled.

The Company’s Series 1 Preferred Stock was delisted from the NASDAQ Capital Market on January 22,

The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP”.

Nasdaq filed a Form 25 on March

21, 2024, and the deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act became effective

for 90 days after filing of the Form 25.

June 14, 2024, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company

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The notification letter also disclosed that in the event the Company

does not regain compliance with the Minimum Bid Price Requirement by December 11, 2024, the Company may be eligible for additional time.

To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly

held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and

would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse

stock split, if necessary.

does not regain compliance with the Minimum Bid Price Requirement by December 11, 2024.

On December 11, 2024, we received a notification

letter from the Nasdaq notifying us that we have regained compliance with the Minimum Bid Requirement.

we currently meet the Nasdaq Minimum Bid Requirement, out of abundance of caution, we believe that a future reverse split may be necessary

in the future if we were to fall short of the Minimum Bid Price Requirement.

A Reverse Stock Split would potentially increase our bid

price such that we maintain the Minimum Bid Requirement required for maintaining the listing requirements for the Nasdaq Capital Market.

August 21, 2024, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company

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Equity Requirement”).

October 23, 2024, the Company received a letter from Nasdaq that it had been granted an extension to regain compliance with the Minimum

Stockholder’s Equity Requirement.

terms of the extension are as follows:

on or before February 17, 2025, the Company must complete the submitted plan and opt for one of

the two following alternatives to evidence compliance with the Rule:

The Company must furnish to the SEC and Nasdaq a publicly available report (e.g., a Form 8-K) including:

disclosure of Staff’s deficiency letter and the specific deficiency(ies) cited;

description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement

for continued listing;

affirmative statement that, as of the date of the report, the Company believes it has regained compliance with the stockholders’

equity requirement based upon the specific transaction or event referenced in Step 2;

disclosure stating that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity

requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

The Company must furnish to the SEC and Nasdaq a publicly available report including:

1 & 2 set forth above;

balance sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the

The pro forma balance sheet must evidence compliance with the stockholders’ equity requirement;

disclosure that the Company believes it also satisfies the stockholders’ equity requirement as of the report date and that

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at

the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the March 31,

2025, with the SEC and Nasdaq, the Company may be subject to delisting.

October 23, 2024, the Company received a letter from Nasdaq that it had been granted an extension to February 17, 2025, to regain compliance

with the Minimum Stockholder’s Equity Requirement.

January 2, 2025, the Company received a letter from Nasdaq notifying the Company that based on the Company’s Form 10-K filed on

December 30, 2024, evidencing stockholders’ equity of $4,710,677, Nasdaq has determined that the Company complies with the Minimum

Stockholder’s Equity Requirement and this matter is now closed.

February 24, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company

that, because the stockholder’s equity for the Company was below $2,500,000 as reported on our Form 10-Q for the period ended December

31, 2024, the Company no longer meets the minimum shareholder’s equity requirement for continued listing on The Nasdaq Capital

Market under Nasdaq Marketplace Rule 5550(b)(1), requiring a minimum stockholder’s equity of $2,500,000 (the “Minimum Stockholder’s

Equity Requirement”).

April 22, 2025, the Company received a letter from Nasdaq that it had been granted an extension to August 20, 2025, to regain compliance

with the Minimum Stockholder’s Equity Requirement.

June 4, 2025, the Company received a letter from Nasdaq notifying the Company that based on the Company’s Form 10-Q for the period

ended March 31, 2025, filed on May 15, 2025, evidencing stockholders’ equity of $6,403,022, Nasdaq has determined that the Company

complies with the Minimum Stockholder’s Equity Requirement and this matter is now closed.

2024 Equity Financing

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purchase price of each Pre-Funded Unit was $0.849.

The Pre-Funded Warrants are immediately exercisable and may be exercised at any time

until all of the Pre-Funded Warrants are exercised in full.

The Pre-Funded Warrants were immediately exercisable and all of the Pre-Funded Warrants

were exercised in full.

addition, the Company granted the Underwriter a 45-day option to purchase additional 1,764,705 shares of common stock and/or Pre-Funded

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with respect to 1,764,705 Series A Warrants and 1,764,705 Series B Warrants.

The aggregate gross proceeds to the Company were approximately

$10,035,293, before deducting underwriting discounts and other issuance expenses of $995,333 recorded under the caption “General

and administrative” on the Company’s Consolidated Statements of Operations.

The underwriting discounts and other issuance

expenses were expensed since the Series A, Series B, and Pre-Funded Warrants were each determined to be liabilities and recorded at their

The aggregate gross proceeds to the Company were $10,035,293,

before deducting underwriting discounts and other issuance expenses of $995,333 recorded under the caption “General and administrative”

on the Company’s Consolidated Statements of Operations.

The underwriting discounts and other issuance expenses were expensed since

the Series A, Series B, and Pre-Funded Warrants were each determined to be liabilities and recorded at their fair value.

2024 Warrants

Company evaluated the Series A, Series B, and Prefunded Warrants (collectively, the “Warrants”) in accordance with the

guidance at ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging, and determined that the

Warrants did not meet the definition a liability under ASC 480, and the warrants are precluded from being considered indexed to the

entity’s own stock under ASC 815, resulting in the Warrants being classified as a liability.

The fair value of the Series A

Warrants was determined based on the stock price on issuance of $0.277 multiplied by the total number of shares of common stock

issuable upon exercise of the Series A alternative cashless exercise.

Under the alternative cashless exercise, the Holder is

entitled to receive three times the normal number of shares issued in a cash exercise.

The Series A Holder may only execute the

alternative cashless exercise after Stockholder Approval (and received June 17, 2024);

at the time of issuance, Stockholder Approval

was deemed perfunctory and almost certain to occur, and the most likely settlement option would be through the alternative cashless

In addition, beginning on the date of the Warrant Stockholder Approval, the Warrants will contain a reset of the exercise

price to a price equal to the lesser of (i) the then-current exercise price and (ii) lowest volume weighted average price for the

five trading days immediately preceding and immediately following the date we effect a reverse stock split in the future with a

proportionate adjustment to the number of shares underlying the Warrants.

As such, upon issuance, the total fair value of the Series

A Warrants was $11,242,940, which was based on 40,588,230 common shares issuable under the alternative cashless exercise.

measurement of fair value of the Series B Warrants were determined utilizing a Black-Scholes model considering all relevant

assumptions current at the date of issuance (i.e., share price of $0.277, exercise price of $0.85, term of five years, volatility of

132%, risk-free rate of 4.5%, and expected dividend rate of 0%).

The grant date fair value of these Series B Warrants was estimated

to be $2,942,711 on May 3, 2024, and such

Company evaluated the Series A, Series B, and Prefunded Warrants (collectively, the “Warrants”) in accordance with the guidance

at ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging, and determined that the Warrants did not

meet the definition a liability under ASC 480, and the warrants are precluded from being considered indexed to the entity’s own

stock under ASC 815, resulting in the Warrants being classified as a liability.

The fair value of the Series A Warrants was determined

based on the stock price on issuance of $0.277 multiplied by the total number of shares of common stock issuable upon exercise of the

Series A alternative cashless exercise.

Under the alternative cashless exercise, the Holder is entitled to receive three times the normal

number of shares issued in a cash exercise.

The Series A Holder may only execute the alternative cashless exercise after Stockholder

Approval (and received June 17, 2024);

at the time of issuance, Stockholder Approval was deemed perfunctory and almost certain to occur,

and the most likely settlement option would be through the alternative cashless exercise.

In addition, beginning on the date of the Warrant

Stockholder Approval, the Warrants will contain a reset of the exercise price to a price equal to the lesser of (i) the then-current

exercise price and (ii) lowest volume weighted average price for the five trading days immediately preceding and immediately following

the date we effect a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Warrants.

As such, upon issuance, the total fair value of the Series A Warrants was $11,242,940, which was based on 40,588,230 common shares issuable

under the alternative cashless exercise.

The measurement of fair value of the Series B Warrants were determined utilizing a Black-Scholes

model considering all relevant assumptions current at the date of issuance (i.e., share price of $0.277, exercise price of $0.85, term

of five years, volatility of 132%, risk-free rate of 4.5%, and expected dividend rate of 0%).

The grant date fair value of these Series

B Warrants was estimated to be $2,942,711 on May 3, 2024, and such

warrants were classified as liabilities.

Due to the nominal exercise price, the fair value of the Prefunded Warrants was

based on the intrinsic value of each Warrant on the grant date.

The intrinsic value was calculated based on the May 3, 2024, stock

price of $0.277 and the strike price of $0.001, resulting in a total fair value of $3,105,170.

The total fair value of the Warrants

upon issuance was $17,290,821.

Given that the gross proceeds received of $10,035,293 was less than the total fair value of the

liability classified Warrants, the Company recorded a loss on excess fair value of $7,255,528 at issuance.

Due to the nominal exercise price, the fair value of the Prefunded Warrants was based

on the intrinsic value of each Warrant on the grant date.

The intrinsic value was calculated based on the May 3, 2024, stock price of

$0.277 and the strike price of $0.001, resulting in a total fair value of $3,105,170.

The total fair value of the Warrants upon issuance

was $17,290,821.

Given that the gross proceeds received of $10,035,293 was less than the total fair value of the liability classified

Warrants, the Company recorded a loss on excess fair value of $7,255,528 at issuance.

2025 Equity Offering

May 28, 2025 the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.

(the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter, in a firm commitment public offering

(the “Offering”), 1,250,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”),

for a public offering price of $1.00 per share.

The Company also granted the Underwriter an over-allotment option to purchase up to 187,500

shares of the Company’s common stock (the “Option Shares,” together with Firm Shares, the “Shares”).

Company received $1,250,000 in gross proceeds from this Offering, before deducting underwriting discounts and other related offering

expenses of $191,050.

The Offering closed on May 29, 2025.

June 2, 2025, the Underwriter fully exercised the option, and on June 3, 2025, the Company closed the offering of the Option Shares to

the Underwriter, for aggregate gross proceeds of approximately $187,500 less applicable underwriter discounts and other offering fees

and expenses of $15,000.

of Note payable

November 7, 2025, the Company issued a Promissory Note with Streeterville Capital, LLC in the original principal amount of $7,025,000.

From November 7, 2025, until December 31, 2025, interest will accrue on the outstanding balance of this Note at a per annum rate of interest

equal to the daily Secured Overnight Financing Rate (SOFR) as quoted by the Federal Reserve Bank of New York.

From January 1, 2026, until

this Note is paid in full, interest will accrue at the rate of eight percent (8%) per annum.

After original issuance fees of $25,000,

the Company received cash of $7,000,000 for this agreement.

If this Note is outstanding on January 1, 2026, a one-time additional interest

fee of $1,050,000.00 will automatically be added to the outstanding balance.

This Note matures eighteen (18) months from the issuance

date with redemptions beginning at six (6) months from the issuance date.

The Company intends to use the cash proceeds to complete potential

acquisitions.

Purchase to Acquire Invocon, Inc.

November 13, 2025, the Company entered into a Share Purchase Agreement with Karl F.

Kiefer and Invocon, Inc., a Texas-based systems-engineering

firm specializing in mission-critical instrumentation, wireless sensing systems, and flight hardware for aerospace, defense, and civil

structure monitoring applications.

The agreement provides for the acquisition of 100% of the issued and outstanding shares of Invocon

for a purchase price of $7,060,000.

The transaction is expected to close on or around January 1, 2026, subject to customary closing conditions.

has a 40-year history supplying turnkey solutions to major corporations, government entities, and universities, with technologies deployed

in satellites, launch vehicles, space shuttles, the International Space Station, and other extreme-environment programs.

Upon closing,

the Company plans to establish a new reporting segment, Aerospace & Defense, with Invocon as its cornerstone.

2025 Debt Exchange and Warrant Exercises

December 8, 2025, the Company issued 2,500,609 shares of its common stock pursuant to exchange agreements with certain lenders to satisfy

$6,084,000 of outstanding debt.

Additionally, during December 2025, the Company issued 29,943 shares of common stock upon the exercise

of 9,981 Series A Warrants and 2,234,247 shares of common stock upon the exercise of 2,234,247 Series B Warrants.

The Company received

approximately $5.5 million in gross proceeds from the Series B Warrant exercises.

2025 Equity Offerings

December 11, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor, pursuant

to which the Company issued and sold, in a registered direct offering, 310,000 shares of common stock at $3.00 per share and pre-funded

warrants to purchase 356,667 shares of common stock at $2.999 per warrant (with a $0.001 exercise price per underlying share), for aggregate

gross proceeds of $2,000,000 (net proceeds approximately $1,950,000 after estimated expenses).

The pre-funded warrants are immediately

exercisable, have no expiration date, and include a 4.99% beneficial ownership limitation (which may be increased or decreased upon notice).

The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.

333-283995) and closed

on December 11, 2025.

The Company intends to use the net proceeds for working capital and general corporate purposes, which may include

potential future acquisitions.

No underwriter or placement agent was involved.

December 23, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor, pursuant

to which the Company issued and sold, in a registered direct offering, 330,000 shares of common stock at $2.50 per share and pre-funded

warrants to purchase 470,000 shares of common stock at $2.499 per warrant (with a $0.001 exercise price per underlying share), for aggregate

gross proceeds of $2,000,000 (net proceeds approximately $1,950,000 after estimated expenses).

The pre-funded warrants are immediately

exercisable, have no expiration date, and include a 4.99% beneficial ownership limitation (which may be increased or decreased upon notice).

The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.

333-283995) and closed

on December 23, 2025.

The Company intends to use the net proceeds for working capital and general corporate purposes, which may include

potential future acquisitions.

No underwriter or placement agent was involved.

focus is to utilize our resources and capabilities to build brands and businesses in areas where we see unique opportunities to create

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the insurance coverage that it has is adequate for its current business needs.

Company employs approximately 264 full-time employees and approximately 17 part-time employees as of the date of this Annual Report,

including 58 engaged in engineering, 140 in manufacturing and field service and 83 in administrative, sales and marketing functions.

Company employs approximately 240 full-time employees and approximately 4 part-time employees as of the date of this Annual Report, including

34 engaged in engineering, 128 in manufacturing and field service and 82 in administrative, sales and marketing functions.

Company’s operations are subject to certain foreign, federal, state, and local regulatory requirements relating to, among others,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business