CEMTREX INC 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________to ____________ 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) 631 - 756-9116 (Registrant’s telephone number, including area code) 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 CETX Nasdaq Capital Market Indicate by check mark whether the registrant: (1) 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, a smaller reporting company, or an emerging growth 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. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 12, 2026, the issuer had 1,721,141 shares of common stock issued and outstanding. Table of Contents CEMTREX, INC. AND SUBSIDIARIES INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and September 30, 2025 3 Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2026 and 2025 (Unaudited) 4 Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended June 30, 2026 and 2025 (Unaudited) 5 Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended June 30, 2026 (Unaudited) 6 Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended June 30, 2025 (Unaudited) 7 Condensed Consolidated Statements of Cash Flow for the nine months ended June 30, 2026 and 2025 (Unaudited) 8 Notes to Unaudited Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 4. Controls and Procedures 37 PART II. OTHER INFORMATION Item 1. Legal Proceedings 38 Item 1A Risk Factors 38 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38 Item 3. Defaults Upon Senior Securities 38 Item 4. Mine Safety Disclosures 38 Item 5. Other Information 38 Item 6. Exhibits 39 SIGNATURES 40 2 Part I. Financial Information Item 1. Financial Statements Cemtrex, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) June 30, September 30, Assets 2026 2025 Current assets Cash and cash equivalents $ 7,972,128 $ 4,974,303 Restricted cash 1,329,612 1,372,738 Marketable securities 3,701,907 - Trade receivables, net 12,520,180 13,133,424 Trade receivables, net - related party 436,453 405,493 Inventory, net 8,035,295 6,584,944 Contract assets, net 1,659,157 980,164 Prepaid expenses and other current assets 1,847,892 1,556,432 Total current assets 37,502,624 29,007,498 Property and equipment, net 16,612,511 9,651,996 Right-of-use operating lease assets 2,750,789 2,003,967 Right-of-use financing lease assets 38,010 - Royalties receivable, net - related party - 190,475 Digital assets 970,519 1,158,238 Goodwill 7,686,141 3,708,347 Intangible assets, net of amortization 2,833,500 - Other 1,611,263 2,067,755 Total Assets $ 70,005,357 $ 47,788,276 Liabilities & Stockholders’ Equity Current liabilities Accounts payable $ 4,877,828 $ 4,492,859 Sales tax payable 60,056 76,008 Revolving line of credit 2,392,830 3,176,096 Current maturities of long-term liabilities 8,055,879 8,925,497 Operating lease liabilities - short-term 1,213,307 918,391 Financing lease liabilities - short-term 312,560 - Deposits from customers 569,933 158,344 Accrued expenses 2,295,479 2,223,521 Accrued payable on inventory in transit 756,241 652,179 Contract liabilities 2,520,458 1,655,055 Deferred revenue 838,154 1,383,036 Accrued income taxes 454,510 162,173 Total current liabilities 24,347,235 23,823,159 Long-term liabilities Long-term debt 8,577,988 4,586,779 Long-term operating lease liabilities 1,585,473 1,153,221 Other long-term liabilities 290,000 289,483 Deferred revenue - long-term 341,058 482,978 Warrant liabilities 2,866,152 8,735,197 Total long-term liabilities 13,660,671 15,247,658 Total liabilities 38,007,906 39,070,817 Commitments and contingencies - - Stockholders’ equity Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, Series 1, 4,000,000 shares authorized, 2,983,141 shares issued and 2,919,041 shares outstanding as of June 30, 2026 and 2,705,327 shares issued and 2,641,227 shares outstanding as of September 30, 2025 (liquidation value of $ 10 per share) 2,983 2,705 Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at June 30, 2026 and September 30, 2025 50 50 Preferred stock, value 50 50 Common stock, $ 0.001 par value, 70,000,000 shares authorized, 1,259,716 shares issued and outstanding at June 30, 2026 and 23,413 shares issued and outstanding at September 30, 2025 1,260 83 Additional paid-in capital 153,092,747 105,669,313 Accumulated deficit ( 123,526,332 ) ( 99,397,741 ) Treasury stock, 64,100 shares of Series 1 Preferred Stock at June 30, 2026, and September 30, 2025 ( 148,291 ) ( 148,291 ) Accumulated other comprehensive income 2,575,034 2,591,340 Total stockholders’ equity 31,997,451 8,717,459 Total liabilities and stockholders’ equity $ 70,005,357 $ 47,788,276 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 For the three months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Revenues $ 18,440,210 $ 16,965,658 $ 52,634,888 $ 57,955,826 Cost of revenues 10,743,420 9,595,152 32,469,028 32,717,929 Gross profit 7,696,790 7,370,506 20,165,860 25,237,897 Operating expenses General and administrative 8,464,742 7,626,342 24,863,716 21,490,373 Research and development 425,190 386,565 1,473,483 2,054,537 Total operating expenses 8,889,932 8,012,907 26,337,199 23,544,910 Operating (loss)/income ( 1,193,142 ) ( 642,401 ) ( 6,171,339 ) 1,692,987 Other income/(expense) Other income/(expense), net 87,678 68,002 221,830 ( 47,190 ) Bargain purchase gain - - 2,068,047 - Interest expense ( 1,083,729 ) ( 461,504 ) ( 13,769,807 ) ( 1,398,415 ) Changes in fair value of digital assets ( 127,264 ) - ( 1,225,705 ) - Unrealized loss on marketable Securities ( 31,834 ) - ( 124,684 ) - Gain on Sale of marketable securities 52,952 - 52,952 - Gain/(loss) on exercise of warrant liabilities 6,837 74,008 ( 4,651,745 ) ( 15,722,097 ) Changes in fair value of warrant liability ( 2,199,991 ) ( 3,615,437 ) 85,820 ( 8,928,275 ) Total other income/(expense), net ( 3,295,351 ) ( 3,934,931 ) ( 17,343,292 ) ( 26,095,977 ) Net loss before income taxes ( 4,488,493 ) ( 4,577,332 ) ( 23,514,631 ) ( 24,402,990 ) Income tax (benefit)/expense ( 119,001 ) 14,035 221,184 245,098 Loss from continuing operations ( 4,369,492 ) ( 4,591,367 ) ( 23,735,815 ) ( 24,648,088 ) Loss from discontinued operations, net of tax ( 110,000 ) ( 42,280 ) ( 392,776 ) ( 282,599 ) Net loss ( 4,479,492 ) ( 4,633,647 ) ( 24,128,591 ) ( 24,930,687 ) Less net loss in noncontrolling interest - - - ( 180,152 ) Less preferred stock dividends - - 46,918 21,949 Net loss attributable to Cemtrex, Inc. stockholders $ ( 4,479,492 ) $ ( 4,633,647 ) $ ( 24,175,509 ) $ ( 24,772,484 ) Loss per share attributable to Cemtrex, Inc. stockholders - Basic and diluted Continuing Operations $ ( 3.19 ) $ ( 5.16 ) $ ( 22.99 ) $ ( 27.63 ) Discontinued Operations $ ( 0.08 ) $ ( 0.05 ) $ ( 0.38 ) $ ( 0.32 ) Loss per share attributable to Cemtrex, Inc. stockholders - Basic and diluted $ ( 3.27 ) $ ( 5.21 ) $ ( 23.37 ) $ ( 27.95 ) Weighted Average Number of Shares-Basic and diluted 1,371,250 890,432 1,034,475 886,336 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Condensed Consolidated Statements of Comprehensive Loss (Unaudited) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 For the three months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Other comprehensive loss Net loss $ ( 4,479,492 ) $ ( 4,633,647 ) $ ( 24,128,591 ) $ ( 24,930,687 ) Foreign currency translation gain/(loss) 15,430 233,086 ( 16,306 ) ( 321,835 ) Comprehensive loss ( 4,464,062 ) ( 4,400,561 ) ( 24,144,897 ) ( 25,252,522 ) Less net loss in noncontrolling interest - - - ( 180,152 ) Comprehensive loss attributable to Cemtrex, Inc. stockholders $ ( 4,464,062 ) $ ( 4,400,561 ) $ ( 24,144,897 ) $ ( 25,072,370 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) Shares Amount Shares Amount Shares Amount Capital Deficit Stock Income Equity Treasury Stock, Preferred Stock Preferred Stock 64,100 Series 1 Series C Common Stock shares of Accumulated Par Value $0.001 Par Value $0.001 Par Value $0.001 Additional Series 1 other Cemtrex Number of Number of Number of Paid-in Accumulated Preferred Comprehensive Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Stock Income Equity Balance at September 30, 2025 2,705,327 $ 2,705 50,000 $ 50 83,061 $ 83 $ 105,669,313 $ ( 99,397,741 ) $ ( 148,291 ) $ 2,591,340 $ 8,717,459 Foreign currency translation loss ( 719,485 ) ( 719,485 ) Dividends paid in Series 1 preferred shares 135,592 136 ( 136 ) - Shares issued to pay debt 300,046 300 19,641,983 19,642,283 Exercise of Series A warrants 2,995 3 211,095 211,098 Exercise of Series B warrants 231,652 232 15,804,622 15,804,854 Shares issued in offering 235,556 235 5,990,292 5,990,527 Issuance of roundup shares 6,768 7 ( 7 ) - Net loss - - - - - - - ( 20,556,147 ) - - ( 20,556,147 ) Balance at December 31, 2025 2,840,919 $ 2,841 50,000 $ 50 860,078 $ 860 $ 147,317,162 $ ( 119,953,888 ) $ ( 148,291 ) $ 1,871,855 $ 29,090,589 Foreign currency translation gain 687,749 687,749 Exercise of Series B warrants 805 1 23,848 23,849 Shares issued in offering 146,951 147 3,999,853 4,000,000 Net income - - - - - - - 907,048 - - 907,048 Balance at March 31, 2026 2,840,919 $ 2,841 50,000 $ 50 1,007,834 $ 1,008 $ 151,340,863 $ ( 119,046,840 ) $ ( 148,291 ) $ 2,559,604 $ 34,709,235 Foreign currency translation gain 15,430 15,430 Dividends paid in Series 1 preferred shares 142,222 142 ( 142 ) - Exercise of Series B warrants 15,000 15 182,985 183,000 Shares issued to pay debt 182,142 182 1,569,096 1,569,278 Issuance of roundup shares 54,740 55 ( 55 ) - Net loss - - - - - - - ( 4,479,492 ) - - ( 4,479,492 ) Balance at June 30, 2026 2,983,141 $ 2,983 50,000 $ 50 1,259,716 $ 1,260 $ 153,092,747 $ ( 123,526,332 ) $ ( 148,291 ) $ 2,575,034 $ 31,997,451 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 6 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statement of Stockholders’ Equity (Continued) (Unaudited) Shares Amount Shares Amount Shares Amount Capital Deficit Stock Income Equity interest Treasury Stock, Preferred Stock Preferred Stock 64,100 Series 1 Series C Common Stock shares of Accumulated Par Value $0.001 Par Value $0.001 Par Value $0.001 Additional Series 1 other Cemtrex Non- Number of Number of Number of Paid-in Accumulated Preferred Comprehensive Stockholders’ controlling Shares Amount Shares Amount Shares Amount Capital Deficit Stock Income Equity interest Balance at September 30, 2024 2,456,827 $ 2,457 50,000 $ 50 95 $ - $ 73,262,550 $ ( 71,355,386 ) $ ( 148,291 ) $ 2,949,297 $ 4,710,677 $ 250,165 Foreign currency translation loss ( 131,439 ) ( 131,439 ) Share-based compensation 4,087 4,087 Dividends paid in Series 1 preferred shares 123,167 123 ( 123 ) - Exercise of Series A warrants 8,858 7 21,515,770 21,515,777 Exercise of Series B warrants 2,225 4 1,095,727 1,095,731 Issuance of roundup shares 731 1 ( 1 ) - Loss attributable to noncontrolling interest - ( 180,152 ) Net loss - - - - - - - ( 28,754,367 ) - - ( 28,754,367 ) - Balance at December 31, 2024 2,579,994 $ 2,580 50,000 $ 50 11,909 $ 12 $ 95,878,010 $ ( 100,109,753 ) $ ( 148,291 ) $ 2,817,858 $ ( 1,559,534 ) $ 70,013 Foreign currency translation loss ( 423,482 ) ( 423,482 ) Share-based compensation 3,096 3,096 Rounding shares 1 - - - Elimination of non-controlling interest 70,013 70,013 ( 70,013 ) Net income - - - - - - - 8,637,479 - - 8,637,479 - Balance at March 31, 2025 2,579,994 $ 2,580 50,000 $ 50 11,910 $ 12 $ 95,881,106 $ ( 91,402,261 ) $ ( 148,291 ) $ 2,394,376 $ 6,727,572 $ - Foreign currency translation gain 233,086 233,086 Share-based compensation 3,097 3,097 Dividends paid in Series 1 preferred shares 129,111 129 ( 129 ) - Cancelation of 3,778 shares of Series 1 Preferred Shares ( 3,778 ) ( 4 ) 4 - Shares issued in offering 8,334 8 1,058,942 1,058,950 Shares issued in over allotment exercise 1,250 1 172,499 172,500 Series B Warrant exercises 1,919 2 290,436 290,438 Net loss - - - - - - - ( 4,633,647 ) - - ( 4,633,647 ) - Net income (loss) - - - - - - - ( 4,633,647 ) - - ( 4,633,647 ) - Balance at June 30, 2025 2,705,327 $ 2,705 50,000 $ 50 23,413 $ 23 $ 97,405,955 $ ( 96,035,908 ) $ ( 148,291 ) $ 2,627,462 $ 3,851,996 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Cash Flows from Operating Activities 2026 2025 For the nine months ended June 30, Cash Flows from Operating Activities 2026 2025 Net loss $ ( 24,128,591 ) $ ( 24,930,687 ) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization 1,730,617 960,930 Loss on disposal of property and equipment 39,694 19,668 Noncash lease expense 886,942 684,360 Interest on finance leases 1,928 - Loss on marketable securities 71,732 - Credit loss expense 39,956 55,222 Loss on write-off of related party receivables 110,000 - Contract modification - related party - 280,545 Share-based compensation - 10,280 Bargain purchase gain ( 2,068,047 ) - Write-off of demonstration equipment 441,624 - Interest expense paid in equity shares 12,269,120 - Accrued interest on notes payable 511,568 803,030 Non-cash royalty income ( 27,746 ) ( 48,668 ) Amortization of original issue discounts on notes payable 427,083 29,167 Loan origination costs 25,000 5,000 Receipt of SOL from staking ( 47,704 ) - Non-cash transaction fees 10,285 - Unrealized loss on digital assets 1,225,705 - Loss on exercise of warrant liabilities 4,651,745 15,722,096 Changes in fair value of warrant liability ( 85,820 ) 8,928,275 Changes in operating assets and liabilities net of effects from acquisition of subsidiaries: Trade receivables 1,929,565 ( 1,534,474 ) Trade receivables - related party 37,261 87,116 Inventory ( 1,152,509 ) 1,162,286 Contract assets ( 17,138 ) 387,056 Prepaid expenses and other current assets ( 173,203 ) ( 98,976 ) Other assets 14,868 125,035 Accounts payable ( 385,535 ) 295,378 Sales tax payable ( 15,952 ) ( 58,449 ) Operating lease liabilities ( 906,596 ) ( 692,804 ) Deposits from customers 161,589 ( 146,744 ) Accrued expenses ( 264,430 ) 60,159 Contract liabilities 180,922 1,455,386 Deferred revenue ( 686,802 ) ( 135,687 ) Income taxes payable 292,337 ( 24,582 ) Other liabilities 517 10,864 Net cash (used in)/provided by operating activities ( 4,900,015 ) 3,410,782 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) (Unaudited) Cash Flows from Investing Activities Purchase of property and equipment ( 966,783 ) ( 1,435,743 ) Proceeds from sale of property and equipment 17,133 13,511 Royalties on related party revenues 40,000 40,000 Purchase of marketable securities ( 9,732,488 ) - Proceeds from sale of marketable securities 5,958,849 - Acquisitions, net of cash acquired ( 7,594,695 ) - Investment in digital assets ( 1,000,567 ) - Investment in MasterpieceVR - ( 100,000 ) Net cash used by investing activities ( 13,278,551 ) ( 1,482,232 ) Cash Flows from Financing Activities Proceeds on revolving line of credit 14,694,166 23,424,024 Payments on revolving line of credit ( 15,873,476 ) ( 24,509,177 ) Payments on debt ( 419,597 ) ( 985,212 ) Financing lease liabilities ( 27,587 ) - Payments on Paycheck Protection Program Loans - ( 50,628 ) Proceeds on Loan from CEO - 200,000 Proceeds on bank loans - 500,000 Proceeds from notes payable 7,000,000 1,307,354 Proceeds from warrant exercises 5,787,831 - Proceeds from offerings 10,000,000 1,463,550 Expenses on offerings ( 9,473 ) ( 232,100 ) Net cash provided by financing activities 21,151,864 1,117,811 Effect of currency translation ( 18,599 ) ( 321,394 ) Net increase in cash, cash equivalents, and restricted cash 2,954,699 2,724,967 Cash, cash equivalents, and restricted cash at beginning of period 6,347,041 5,420,392 Cash, cash equivalents, and restricted cash at end of period $ 9,301,740 $ 8,145,359 Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash June 30, 2026 June 30, 2025 Cash and cash equivalents $ 7,972,128 $ 7,032,530 Restricted cash 1,329,612 1,112,829 Total cash, cash equivalents, and restricted cash $ 9,301,740 $ 8,145,359 Supplemental Disclosure of Cash Flow Information: 2026 2025 For the nine months ended June 30, Supplemental Disclosure of Cash Flow Information: 2026 2025 Cash paid during the period for interest $ 562,036 $ 1,777,081 Cash paid during the period for income taxes, net of refunds $ 78,305 $ 237,943 Supplemental Schedule of Non-Cash Investing and Financing Activities Shares issued to pay notes payable $ 21,211,561 $ - Noncash dividends $ 136 $ 252 Financing of Building Purchase $ 3,920,000 $ - Financing of Acquisitions $ 600,000 $ - Noncash recognition of new leases $ 983,114 $ 720,104 Series A Warrant Exercises $ 211,098 $ 21,515,777 Series B Warrant Exercises $ 16,011,703 $ 1,386,169 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 9 Cemtrex, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS Cemtrex was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries. The Company’s reporting segments consist of Security, Industrial Services, and Aerospace and Defense. Additionally, the Company’s operational structure also reports unallocated corporate expenses. Security Cemtrex’s Security segment operates under the brand of its subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms. Industrial Services Cemtrex’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging, printing, chemical, and other manufacturing markets. We help customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding. Aerospace and Defense Cemtrex’s Aerospace and Defense segment operates under the brand Invocon, Inc., which offers designing, manufacturing, and supporting advanced instrumentation, wireless sensing, and telemetry systems deployed across satellites, launch vehicles, target missiles, and space-based platforms. Its technologies support numerous government and prime contractor programs, including multiple Space Shuttle and International Space Station systems, and the company maintains long-standing relationships across the Missile Defense Agency and leading aerospace and defense primes. Common Stock Reverse Stock Split On September 29, 2025, and June 5, 2026, the Company completed 15:1 , and 10:1 respectively, reverse stock split on its common stock. All share and per share data have been retroactively adjusted for the reverse splits. Acquisitions The Company accounts for business combinations using the acquisition method. The consideration transferred is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred, and equity interests issued. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values. 10 On January 8, 2026, the Company completed the acquisition of Invocon, Inc. (“Invocon”). As a result of the transaction, Invocon became a wholly owned subsidiary of the Company. The purchase price of $ 7,060,000 was paid in cash at closing. Invocon will be the launch of the Company’s Aerospace and Defense segment with reporting results beginning in the second quarter of fiscal year 2026. The purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of Invocon’s identifiable tangible and intangible assets acquired and liabilities assumed as of January 8, 2026. The final allocation of the purchase price will be determined within one year from the closing date of the Invocon acquisition. The acquisition of Invocon was accounted for as a business combination under ASC 805 using the acquisition method of accounting. The assets acquired and liabilities assumed, affected for adjustments to reflect fair values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements from the Invocon acquisition date. The Company determined that developed technology was the primary intangible acquired. Under ASC 820-10-55-3A, fair value should reflect market participant assumptions and the asset’s ability to generate cash flows, supporting an income approach and also states the Multi-Period Excess Earnings Method (“MPEEM”) is typically applied when the subject intangible asset is the primary driver of earnings. Because the developed technology is the primary driver of earnings, the MPEEM appropriately isolates its economic contribution after deducting contributory asset charges. Significant assumptions utilized included projected cash flows, royalty rates, risk free rate commensurate with the period to determine the value of developed software and tradenames. The consideration transferred, preliminary, and as adjusted as of June 30, 2026, allocation of Invocon’s tangible and intangible assets and liabilities, are as follows: SCHEDULE OF CONSIDERATION TRANSFERRED AND PRELIMINARY ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES Preliminary Adjusted Consideration Transferred: Cash $ 7,060,000 $ 7,060,000 Less cash acquired ( 389,193 ) ( 389,193 ) Total consideration transferred $ 6,670,807 $ 6,670,807 Purchase Price Allocation: Accounts receivable 98,981 250,925 Prepaid expenses 71,661 71,661 Contract assets 127,465 127,465 Property and equipment 779 779 Right-of-use assets 650,650 650,650 Intangible assets 3,130,000 3,130,000 Accounts payable ( 158,056 ) ( 158,056 ) Accrued expenses ( 338,531 ) ( 338,531 ) Contract liabilities ( 239,286 ) ( 391,230 ) Lease liabilities ( 650,650 ) ( 650,650 ) Goodwill 3,977,794 3,977,794 Total consideration transferred $ 6,670,807 $ 6,670,807 The pro forma summary below presents the results of operations as if the Invocon acquisition occurred on October 1, 2024. Proforma adjustments for the three and nine months ended June 30, 2026, include $ 188,425 , and $ 347,028 , respectively, of interest expense from the Company’s $ 7,025,000 note payable used to fund the transaction, income tax benefit of $ 2,663 , and $ 148,251 of amortization on recognized intangible assets. Proforma adjustments for the three and nine months ended June 30, 2025, includes $ 25,000 of legal fees related to the acquisition, $ 344,631 and $ 989,462 , respectively, of interest expense from the Company’s $ 7,025,000 note payable used to fund the transaction, $ 148,251 , and $ 444,753 , respectively, and amortization on recognized intangible assets and income tax benefit of $ 1,218 , and $ 166,932 , respectively. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this proforma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Cemtrex’s future consolidated results of operations. 11 SCHEDULE OF PRO FORMA STATEMENTS OF OPERATIONS Unaudited Unaudited Unaudited Unaudited For the three months ended For the three months ended For the nine months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Revenues $ 18,440,210 $ 18,052,810 $ 53,439,393 $ 60,996,026 Net loss $ ( 4,291,067 ) $ ( 5,287,674 ) $ ( 25,023,256 ) $ ( 26,621,412 ) On February 5, 2026, the Company, through its subsidiary AIS, acquired substantially all the assets of Richland Industries LLC (“Richland”), an industrial services and fabrication company located in Tennessee. In connection with the transaction, AIS established a new subsidiary, AIS Tennessee, Inc (“AIS – TN”), as part of the Company’s Industrial Services Segment. The purchase price of $ 600,000 was paid via a note payable issued by Fulton Bank. This note carries interest of 6.09 % and matures on February 1, 2031 . In addition, the Company purchased Richland’s primary facility for $ 4,900,000 via a $ 3,920,000 mortgage issued by Fulton Bank and the balance including taxes, closing costs, and fees in cash. This mortgage has carries interest of SOFR plus 2.75 % and matures on February 1, 2046 . The acquisition of Richland was accounted for as a business combination under ASC 805 using the acquisition method of accounting. The assets and liabilities acquired, affected for adjustments to reflect fair values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements from the Richland acquisition date. The purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of AIS - TN identifiable tangible and intangible assets acquired, and liabilities assumed as of February 5, 2026. The final allocation of the purchase price will be determined within one year from the closing date of the Invocon acquisition. The consideration transferred and preliminary allocation of AIS - TN tangible and intangible assets and liabilities, are as follows: Preliminary Consideration Transferred: Cash $ 1,176,593 Note payable to finance acquisition 4,520,000 Less cash acquired ( 252,705 ) Total consideration transferred $ 5,443,888 Purchase Price Allocation: Accounts receivable 1,105,352 Prepaid expenses 46,596 Inventory 308,247 Contract assets 534,390 Property and equipment 7,443,593 Right-of-use assets 76,021 Other assets 4,188 Accounts payable ( 606,439 ) Letter of credit ( 396,022 ) Accrued expenses ( 122,522 ) Contract liabilities ( 293,251 ) Lease liabilities ( 338,218 ) Long-term debt ( 250,000 ) Bargain purchase gain ( 2,068,047 ) Total consideration transferred $ 5,443,888 The pro forma summary below presents the results of operations as if the Richland acquisition occurred on October 1, 2024. Proforma adjustments for the three and nine months ended June 30, 2026, includes $( 15,677 ), and $( 4,940 ), respectively, of interest expense from the Company’s 600,000 note payable used to fund the transaction, and income tax benefit of $ 129,258 for the nine months ended June 30, 2026. Proforma adjustments for the three and nine months ended June 30, 2025, includes $ 9,597 , and $ 28,250 , respectively, of interest expense from the Company’s 600,000 note payable used to fund the transaction, and income tax benefit of $ 39,702 for the three months ended June 30, 2025, and $ 9,197 for the nine months ended June 30, 2025. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this proforma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Cemtrex’s future consolidated results of operations. 12 Unaudited Unaudited Unaudited Unaudited For the three months ended For the three months ended For the nine months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Revenues $ 18,440,210 $ 19,134,373 $ 56,392,929 $ 65,664,122 Net loss $ ( 4,479,492 ) $ ( 5,191,722 ) $ ( 25,961,185 ) $ ( 26,387,637 ) Going Concern Considerations The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has incurred substantial net losses attributable to Cemtrex, Inc. stockholders of $ 28,112,368 and $ 7,229,491 for fiscal years 2025 and 2024, respectively and a net losses attributable to Cemtrex, Inc. stockholders of $ 24,175,509 for the nine months ended June 30, 2026, and has debt obligations over the next fiscal year of $ 10,448,709 that raise substantial doubt with respect to the Company’s ability to continue as a going concern. While the Company’s losses and current debt indicate a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. These transactions add additional significant non-operational expenses which are non-cash in nature. The Company has $ 9,301,740 in cash and cash equivalents and restricted cash as of June 30, 2026. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of June 30, 2026, has available capacity of approximately $ 622,000 , (ii) continually reevaluate our pricing model on the Company’s Vicon brand to improve margins on those products, (iii) raised $ 5,787,831 through the exercise of our Series B warrants during the nine months ended June 30, 2026 (iv) raised $ 10,000,000 in gross proceeds in equity offering during the nine months ended June 30, 2026. In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the Company believes these plans, if successful, would be sufficient to meet the capital demands of the Company’s current operations for at least the next twelve months, there is no guarantee that the Company will succeed. 13 Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. The Company currently does not have adequate cash or available liquidity/available capacity on our lines of credit to meet our long-term needs and our above plans in the short term may prove to be inadequate to continue as a going concern. Thus, despite our cash on hand, our ability to draw on our credit line, or changes to our pricing models, and other safeguards, we may be unable to meet our obligations as they become due over the next twelve months beyond the issuance date. The unaudited condensed consolidated financial statements do not include any adjustments relating to this uncertainty. NOTE 2 – INTERIM STATEMENT PRESENTATION Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis. Significant Accounting Policies Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2025, includes a summary of the significant accounting policies used in the preparation of the unaudited condensed consolidated financial statements. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard on October 1, 2025. The Company does not believe that this will have a material effect on the unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Effective In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification (“ASC”). These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not anticipate that the ASU will have a material effect on the Company’s unaudited financial statements and related disclosures. 14 In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses”, that requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on the unaudited condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Adoption can be on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of adoption on the unaudited condensed consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). This guidance contains amendments that provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of ASU 2025-05 on its unaudited condensed consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11 - Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on the Company’s unaudited consolidated financial statements. In April 2026, the FASB issued Accounting Standards Update No. 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock . The amendments in this Update clarify that PIK dividends on equity-classified preferred stock should be initially measured at the amount specified in the agreement, generally calculated by multiplying the PIK dividend rate by the liquidation value of the preferred stock outstanding. The standard is effective for the Company for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact the adoption of ASU 2026-01 may have on the Company’s unaudited consolidated financial statements. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. Correction of an Immaterial Error in Previously Issued Financial Statements Subsequent to the issuance of our financial statements for the quarter ended June 30, 2025, an immaterial error was identified and has been corrected in our historical information related to the net income/(loss) in noncontrolling interest. On February 24, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation for Vicon Industries Inc. This amendment effected a reverse stock split which exchanged 98,521 for 6 shares of common stock and reduced the number of authorized common shares from 75,000,000 to 15,000 . Additionally, in accordance with ASC 260-10-45-13, The Company did not disclose on the face of it’s income statement the preferred stock dividends, the Company did however, disclose the dividends in a note to the financial statements. 15 The effects of the correction to the individual effected line items in our Consolidated Statement of Operations are as follows: SCHEDULE OF EFFECTS OF CORRECTION TO CONSOLIDATED STATEMENT OF OPERATIONS As previously reported Corrections As corrected For the three months ended June 30, 2025 As previously reported Corrections As corrected Less net income/(loss) in noncontrolling interest ( 90,312 ) 90,312 - Net income/(loss) attributable to Cemtrex, Inc. stockholders $ ( 4,543,335 ) $ ( 90,312 ) $ ( 4,633,647 ) As previously reported Corrections As corrected For the nine months ended June 30, 2025 As previously reported Corrections As corrected Less net income/(loss) in noncontrolling interest ( 15,927 ) ( 164,225 ) ( 180,152 ) Less preferred stock dividends - 21,949 21,949 Net income/(loss) attributable to Cemtrex, Inc. stockholders $ ( 24,914,760 ) $ 164,225 $ ( 24,772,484 ) NOTE 3 – REVENUE The following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for the three and nine months ended June 30, 2026, and 2025: SCHEDULE OF DISAGGREGATION OF REVENUE RECOGNITION June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 For the three months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Over time 74 % 59 % 72 % 52 % Point-in-time 26 % 41 % 28 % 48 % Revenue performance obligation percentage 26 % 41 % 28 % 48 % NOTE 4 – LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options, and warrants. For the three and nine months ended June 30, 2026, and 2025, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 For the three months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Options 7 7 7 7 Warrants 774,220 11,413,951 774,220 11,413,951 Anti-dilutive shares 774,220 11,413,951 774,220 11,413,951 16 For the three and nine months ended June 30, 2026, and 2025, loss per share basic and diluted for continuing operations are calculated as follows: SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED FOR CONTINUING OPERATIONS 2026 2025 2026 2025 For the three months For the nine months ended June 30, June 30, 2026 2025 2026 2025 Net loss $ ( 4,479,492 ) $ ( 4,633,647 ) $ ( 24,128,591 ) $ ( 24,930,687 ) Less loss from discontinued operations, net of tax ( 110,000 ) ( 42,280 ) ( 392,776 ) ( 282,599 ) Less net loss in noncontrolling interest - - - ( 180,152 ) Preferred stock dividends - - 46,918 21,949 Loss from continuing operations attributable to Cemtrex, Inc. stockholders $ ( 4,369,492 ) $ ( 4,591,367 ) $ ( 23,782,733 ) $ ( 24,489,885 ) Weighted Average Number of Shares-Basic and diluted 1,371,250 890,432 1,034,475 886,336 Loss per share - Basic and diluted - Continuing Operations $ ( 3.19 ) $ ( 5.16 ) $ ( 22.99 ) $ ( 27.63 ) Loss per share – Basic and diluted - Discontinued Operations $ ( 0.08 ) $ ( 0.05 ) $ ( 0.38 ) $ ( 0.32 ) In accordance with ASC 260-45-13, the common shares underlying the Series A Warrants under the alternative cashless exercise have been included in the calculation of the weighted average shares. NOTE 5 – SEGMENT INFORMATION The Company reports and evaluates financial information for three reportable segments: the Security segment, Industrial Services segment, and the Aerospace and Defense segment. The Chief Operating Decision Maker (“CODM”) for all segments is Saagar Govil, the CEO of the Company. Unallocated corporate expenses mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related to audit and taxes, legal expenses related to corporate matters, interest expense on notes payable, and Series A and B Warrants transaction losses. The following tables summarize the Company’s reportable segment information and unallocated corporate expenses: SCHEDULE OF SEGMENT INFORMATION Security Industrial Services Aerospace and Defense Corporate Consolidated Three months ended June 30, 2026 Reportable Segments Security Industrial Services Aerospace and Defense Corporate Consolidated External revenues $ 6,251,494 $ 9,973,792 $ 2,202,305 $ 12,619 $ 18,440,210 Cost of revenues 3,185,013 7,271,351 287,056 - 10,743,420 Gross profit $ 3,066,481 $ 2,702,441 $ 1,915,249 $ 12,619 $ 7,696,790 Operating expenses General and administrative 2,876,215 3,068,242 715,161 1,223,473 7,883,091 Depreciation and amortization 85,094 344,997 148,250 3,310 581,651 Research and development 376,843 - 48,347 - 425,190 Operating (loss)/income $ ( 271,671 ) $ ( 710,798 ) $ 1,003,491 $ ( 1,214,164 ) $ ( 1,193,142 ) Other expense, net $ ( 61,685 ) ( 165,497 ) $ - $ ( 3,068,169 ) $ ( 3,295,351 ) Security Industrial Services Aerospace and Defense Corporate Consolidated Three months ended June 30, 2025 Reportable Segments Security Industrial Services Aerospace and Defense Corporate Consolidated External revenues $ 7,581,814 $ 9,383,844 $ - $ - $ 16,965,658 Cost of revenues 3,628,252 5,966,900 - - 9,595,152 Gross profit $ 3,953,562 $ 3,416,944 $ - $ - $ 7,370,506 Operating expenses General and administrative 4,202,304 2,371,501 - 739,632 7,313,437 Depreciation and amortization 87,290 225,615 - - 312,905 Research and development 386,565 - - - 386,565 Operating (loss)/income $ ( 722,597 ) $ 819,828 $ - $ ( 739,632 ) $ ( 642,401 ) Other expense, net $ ( 359,260 ) ( 2,363,574 ) $ - $ ( 1,212,097 ) $ ( 3,934,931 ) 17 Security Industrial Services Aerospace and Defense Corporate Consolidated Nine months ended June 30, 2026 Reportable Segments Security Industrial Services Aerospace and Defense Corporate Consolidated External revenues $ 17,539,579 $ 31,622,994 $ 3,434,897 $ 37,418 $ 52,634,888 Cost of revenues 9,781,636 21,688,559 998,833 - 32,469,028 Gross profit $ 7,757,943 $ 9,934,435 $ 2,436,064 $ 37,418 $ 20,165,860 Operating expenses General and administrative 10,785,909 7,631,571 1,477,233 3,548,206 23,442,919 Depreciation and amortization 230,655 890,332 296,500 3,310 1,420,797 Research and development 1,399,857 - 73,626 - 1,473,483 Operating (loss)/income $ ( 4,658,478 ) $ 1,412,532 $ 588,705 $ ( 3,514,098 ) $ ( 6,171,339 ) Other (expense)/income, net $ ( 177,327 ) $ 1,753,080 $ - $ ( 18,919,045 ) $ ( 17,343,292 ) Security Industrial Services Aerospace and Defense Corporate Consolidated Nine months ended June 30, 2025 Reportable Segments Security Industrial Services Aerospace and Defense Corporate Consolidated External revenues $ 30,016,665 $ 27,939,161 $ - $ - $ 57,955,826 Cost of revenues 14,419,488 18,298,441 - - 32,717,929 Gross profit $ 15,597,177 $ 9,640,720 $ - $ - $ 25,237,897 Operating expenses General and administrative 11,617,358 6,361,927 - 2,550,158 20,529,443 Depreciation and amortization 258,746 702,184 - - 960,930 Research and development 2,054,537 - - - 2,054,537 Operating income/(loss) $ 1,666,536 $ 2,576,609 $ - $ ( 2,550,158 ) $ 1,692,987 Other expense, net $ ( 1,245,908 ) $ ( 2,551,945 ) $ - $ ( 22,298,124 ) $ ( 26,095,977 ) The following table summarizes the Company’s identifiable assets by segment as of June 30, 2026, and September 30, 2025. SCHEDULE OF IDENTIFIABLE ASSETS BY SEGMENT June 30, September 30, 2026 2025 Identifiable Assets Security $ 17,032,475 $ 17,334,365 Industrial Services 36,235,027 25,865,577 Aerospace and Defense 9,443,131 - Corporate 7,294,724 4,588,334 Total Assets $ 70,005,357 $ 47,788,276 NOTE 6 – RESTRICTED CASH A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group, and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. Additionally, there was restricted cash in escrow per the purchase agreement with Heisey Mechanical Ltd. Additionally, there are funds in escrow related to bond requirements on certain public projects and deposit guarantees. The Company’s restricted cash as of June 30, 2026, and September 30, 2025, are summarized below. SCHEDULE OF RESTRICTED CASH June 30, September 30, 2026 2025 Benecon group $ 1,028,922 $ 839,215 Heisey escrow - 100,000 Bond escrow 234,541 366,319 Deposit guarantees 66,149 67,204 Escrow deposit 66,149 67,204 Restricted cash $ 1,329,612 $ 1,372,738 18 NOTE 7 – FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the guidance for fair value measurements are described below: Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities, investments, and investment funds. The Company measures trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions. Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern. The Company’s fair value liabilities at June 30, 2026, and September 30, 2025, are as follows. SCHEDULE OF FAIR VALUE OF LIABILITIES As of June 30, 2026 Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets Digital assets - SOL $ 970,519 $ - $ - $ 970,519 Marketable Securities $ 3,701,907 $ - $ - $ 3,701,907 Liabilities Warrant liabilities $ 733,640 $ 2,132,512 $ - $ 2,866,152 As of September 30, 2025 Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets Digital assets - SOL $ 1,158,238 $ - $ - $ 1,158,238 Liabilities Warrant liabilities $ 833,854 $ 7,901,343 $ - $ 8,735,197 Digital Assets – SOL On July 29, 2025, and January 7, 2026, the Company invested $ 998,642 , and $ 1,000,567 , respectively, in Solana (SOL) and staked our holdings. SOL is a fungible crypto asset that meets the criteria for an intangible asset, resides on a distributed ledger, is secured by cryptography, and does not grant enforceable rights to underlying goods or services to its holder. The digital assets were measured at fair value after acquisition, with changes reported in net income. Staking earnings are recorded as revenue. 19 Digital Asset staking allows holders of specific cryptocurrencies to earn rewards for helping to validate blocks of transaction data as it is submitted to the blockchain network. The staking process serves two key purposes: ● Ensures the accuracy of new information as it is added to the blockchain. ● Helps to secure the underlying blockchain network against the majority of the network taking over control, known as a 51% attack. The staking process uses incentives and penalties governed by computer-based rules to encourage honest participation in the network. Stakers who act within the rules of the protocol receive rewards for their contributions, while those who act dishonestly can face penalties, such as losing their staked cryptocurrency through a process called slashing. Staking rewards are distributed as newly minted cryptocurrency units, oftentimes at a proportionate rate to the amount a person stakes. With some proof-of-stake blockchains, depositing more assets in a staking smart contract increases the chance of being selected to validate blocks. This mechanism is based on the assumption that those with more “skin in the game” are more likely to act within the best interests of the network because they have more to lose financially if their assets are slashed (confiscated by the network). However, to avoid favoring wealthier participants, some protocols incorporate randomness to ensure everyone, including those with smaller stakes, has a chance to earn rewards. Staking incentives, in the form of additional SOL, are recognized on the date received at the fair market value on that date. There are no lockups or restrictions on the Company’s digital asset holdings due to staking. The Company’s digital assets as of June 30, 2026, and September 30, 2025, are as follows. SCHEDULE OF DIGITAL ASSETS HOLDINGS June 30, 2026 September 30, 2025 Units - SOL 13,200 5,549 Cost Per Unit $ 155.02 $ 181.70 Cost Basis $ 2,046,214 $ 1,008,229 Fair Value $ 970,519 $ 1,158,238 The following table is a summary of our digital assets as of June 30, 2026. SUMMARY OF DIGITAL ASSETS Fair Value, September 30, 2025 $ 1,158,238 Cash purchase 1,000,567 Receipt of SOL from staking 47,704 Non-cash transaction fees ( 10,285 ) Unrealized loss ( 1,225,705 ) Fair Value, June 30, 2026 $ 970,519 Marketable Securities Marketable securities utilizing Level 1 inputs include active exchange-traded equity securities and equity index funds, as these securities all have quoted prices in active markets. These marketable securities are trading securities and are recorded at fair value. Unrealized gains and losses are reported under the caption other income/(expense), net on the Company’s Condensed Consolidated Statements of Operations. Warrant Liabilities The value of the Series A Warrants is based on the market value of our common stock on the balance sheet date. 20 The fair value of the Series B Warrants is estimated on the balance sheet date using the Black-Scholes model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common shares, expected share price volatility, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. At June 30, 2026, and September 30, 2025, the following inputs were used in the Black-Scholes model. SCHEDULE OF FAIR VALUE INPUTS USED IN BLACK-SCHOLES MODEL June 30, 2026 September 30, 2025 Expected term 2.84 Years 3.59 Years Risk-free interest rate 3.81 % 3.61 % Expected volatility 196.19 % 178.98 % Expected dividend yield 0.00 % 0.00 % Exercise price $ 2.96 $ 5.30 The following table summarizes information on warrant liabilities as of June 30, 2026. SCHEDULE OF WARRANT LIABILITIES ACTIVITY Series A Warrants Series B Warrants Total Warrant liabilities at September 30, 2025 $ 833,854 $ 7,901,343 $ 8,735,197 Warrant Liabilities, Beginning balance $ 833,854 $ 7,901,343 $ 8,735,197 Warrants issued - - - Warrants exercised ( 97,614 ) ( 5,685,611 ) ( 5,783,225 ) Fair market revaluation ( 2,600 ) ( 83,220 ) ( 85,820 ) Warrant liabilities at June 30, 2026 $ 733,640 $ 2,132,512 $ 2,866,152 Warrant Liabilities, Ending balance $ 733,640 $ 2,132,512 $ 2,866,152 NOTE 8 – TRADE RECEIVABLES, NET Trade receivables, net consisted of the following: SCHEDULE OF TRADE RECEIVABLES, NET June 30, September 30, 2026 2025 Trade receivables $ 12,712,551 $ 13,285,839 Allowance for credit losses ( 192,371 ) ( 152,415 ) Trade receivables, net $ 12,520,180 $ 13,133,424 Trade receivables include amounts due for shipped products and services rendered. Allowance for credit losses include estimated losses resulting from the inability of our customers to make the required payments. NOTE 9 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2026 September 30, 2025 Prepaid expenses $ 1,481,868 $ 1,327,463 Prepaid inventory 184,489 81,820 Deferred costs 31,987 132,434 Short-term investments - 14,715 Prepaid income taxes 149,548 - Prepaid expenses and other current assets total $ 1,847,892 $ 1,556,432 21 NOTE 10 – INVENTORY, NET Inventory, net consisted of the following: SCHEDULE OF INVENTORY, NET June 30, September 30, 2026 2025 Raw materials $ 705,073 $ 609,304 Work in progress 321,025 364,907 Finished goods 7,009,197 5,610,733 Inventory, net $ 8,035,295 $ 6,584,944 The Company maintained an allowance for obsolete inventories of $ 1,019,356 and $ 1,034,798 at June 30, 2026, and September 30, 2025, respectively. NOTE 11 – PROPERTY AND EQUIPMENT Property and equipment are summarized as follows: SUMMARY OF PROPERTY AND EQUIPMENT June 30, September 30, 2026 2025 Land $ 1,854,511 $ 945,279 Building and leasehold improvements 8,825,374 4,482,978 Furniture and office equipment 650,776 625,995 Computers and software 2,654,119 2,685,331 Machinery and equipment 16,909,309 13,927,502 Property and equipment, gross 30,894,089 22,667,085 Less: accumulated depreciation ( 14,281,578 ) ( 13,015,089 ) Property and equipment, net $ 16,612,511 $ 9,651,996 Depreciation expense for the three-months ended June 30, 2026, and 2025, was $ 518,980 and $ 312,905 , respectively, depreciation expense for the nine months ended June 30, 2026, and 2025, was $ 1,396,106 and $ 960,930 , respectively, and is recorded in cost of revenues and general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations. NOTE 12 – GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill, by segment, were as follows: SCHEDULE OF GOODWILL BY SEGMENT Security Industrial Services Aerospace and Defense Consolidated Balance at September 30, 2025 $ - $ 3,708,347 $ - $ 3,708,347 Impairment /adjustments - - - - Acquisitions - - 3,977,794 3,977,794 Balance at June 30, 2026 $ - $ 3,708,347 $ 3,977,794 $ 7,686,141 As of June 30, 2026, and September 30, 2025, accumulated impairment losses of $ 3,846,475 have been recorded related to the Security segment. On January 8, 2026, the Company acquired Invocon, as part of the fair market evaluation for the purchase price accounting, the company recognized intangible assets in the form of the company trade name and internal developed technologies. The company trade name will be amortized over a 10 ten-year period and the internal developed technologies will be amortized over a 5 five-year period. 22 Changes in the carrying amount of intangible assets, by segment, were as follows: SCHEDULE OF INTANGIBLE ASSETS BY SEGMENT Security Industrial Services Aerospace and Defense Consolidated Balance at September 30, 2025 $ - $ - $ - $ - Acquisitions - - 3,130,000 3,130,000 Amortization - - ( 296,500 ) ( 296,500 ) Balance at June 30, 2026 $ - $ - $ 2,833,500 $ 2,833,500 NOTE 13 – OTHER ASSETS On various dates between November 2020, and November 2024, the Company invested $ 1,300,000 , via a simple agreement for future equity (“SAFE”) in MasterpieceVR. The SAFE provides that the Company will automatically receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap, as defined. MasterpieceVR is a software company that is developing software for content creation using virtual reality. The investment is included in other assets in the accompanying unaudited condensed consolidated balance sheet and the Company accounts for this investment and records it at cost. No impairment has been recorded for the nine months ended June 30, 2026, and 2025. Other assets consisted of the following: SCHEDULE OF OTHER ASSETS June 30, 2026 September 30, 2025 Rental deposits $ 259,448 $ 262,201 Investment in Masterpiece VR 1,300,000 1,300,000 Other deposits 51,815 63,930 Demonstration equipment supplied to resellers - 441,624 Other assets total $ 1,611,263 $ 2,067,755 NOTE 14 – ACCRUED EXPENSES Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES June 30, 2026 September 30, 2025 Accrued expenses $ 1,174,389 $ 442,344 Accrued payroll and payroll taxes 898,388 1,558,475 Accrued warranty 222,702 222,702 Accrued expenses total $ 2,295,479 $ 2,223,521 NOTE 15 – DEFERRED REVENUE The Company’s deferred revenue for the three and nine months ended June 30, 2026, and 2025, were as follows: SCHEDULE OF DEFERRED REVENUE For the three months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Deferred revenue at beginning of period $ 1,390,902 $ 1,689,418 $ 1,866,014 $ 1,955,635 Net additions: Deferred software revenues 257,898 661,917 865,694 1,471,444 Recognized as revenue: Deferred software revenues ( 469,588 ) ( 531,387 ) ( 1,552,496 ) ( 1,607,131 ) Deferred revenue at end of period 1,179,212 1,819,948 1,179,212 1,819,948 Less: current portion 838,154 1,329,902 838,154 1,329,902 Long-term deferred revenue at end of period $ 341,058 $ 490,046 $ 341,058 $ 490,046 23 For the three months ended June 30, 2026, and 2025, the Company recognized revenue of $ 432,636 , and $ 453,205 , respectively. For the nine months ended June 30, 2026, and 2025, the Company recognized revenue of $ 1,216,413 , and $ 1,167,080 , respectively, that was previously included in the beginning balance of deferred revenues. NOTE 16 – CONTRACT ASSETS AND LIABILITIES Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the Company’s performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statements of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the unaudited condensed consolidated balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the unaudited condensed consolidated balance sheets under the caption “Contract liabilities.” Conditional retainage represents the portion of the contract price withheld until the work is substantially complete for assurance of the Company’s obligations to complete the job. The following is a summary of the Company’s uncompleted contracts: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES June 30, 2026 September 30, 2025 Costs incurred on uncompleted contracts $ 24,096,533 $ 10,344,923 Estimated gross profit 8,086,942 4,025,531 32,183,475 14,370,454 Applicable billings to date ( 33,044,776 ) ( 15,045,345 ) Net billings in excess of costs $ ( 861,301 ) $ ( 674,891 ) For the three and nine months ended June 30, 2026, the Company recognized revenue of $ 76,842 and $ 1,479,190 , and for the three and nine months ended June 30, 2025, the Company recognized revenue of $ 0 and $ 18,625 respectively, that was previously included in the beginning balance of contract liabilities. The following table summarizes the net activity of the contract assets and contract liabilities for the three and nine months ended June 30, 2026, and 2025. SUMMARY OF CONTRACT ASSETS AND CONTACT LIABILITIES June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 For the three months ended For the nine months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts Contract asset, beginning balance $ 2,208,539 $ 1,156,620 $ 980,164 $ 985,207 Changes in revenue billed, contract price or cost estimates ( 549,382 ) ( 558,469 ) 17,138 ( 387,056 ) Contract assets acquired in acquisition - - 661,855 - Contract asset, net, ending balance $ 1,659,157 $ 598,151 $ 1,659,157 $ 598,151 Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts Contract liability, beginning balance ( 2,500,328 ) $ ( 1,924,425 ) ( 1,655,055 ) $ ( 1,254,204 ) Changes in revenue billed, contract price or cost estimates ( 20,130 ) ( 785,165 ) ( 180,922 ) ( 1,455,386 ) Contract liabilities acquired in acquisition - - ( 684,481 ) - Contract liability, ending balance $ ( 2,520,458 ) $ ( 2,709,590 ) $ ( 2,520,458 ) $ ( 2,709,590 ) Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts Net billings in excess of costs, beginning balance $ ( 291,789 ) $ ( 767,805 ) $ ( 674,891 ) $ ( 268,997 ) Changes in revenue billed, contract price or cost estimates ( 569,512 ) ( 1,343,634 ) ( 163,784 ) ( 1,842,442 ) Net billings in excess of costs acquired in acquisition - - ( 22,626 ) - Net (earnings in excess of billings)/costs in excess of billings, ending balance $ ( 861,301 ) $ ( 2,111,439 ) $ ( 861,301 ) $ ( 2,111,439 ) 24 NOTE 17 – RELATED PARTY TRANSACTIONS On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, which include the brand SmartDesk, and Cemtrex XR, Inc., which include the brands Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil. On January 6, 2025, the Company and Saagar Govil signed an agreement to revise the purchase price structure and payment terms. The Agreement’s Purchase Price provisions were amended to reflect that the Purchase Price will solely consist of the royalties based on the actual revenues generated in the three years following closing. The provision requiring the total sum of royalties to reach a minimum of $ 820,000 , with any shortfall to be paid by Purchaser, was removed from the Agreement. Additionally, it was agreed that the payment terms due under the royalties shall be as follows commencing on January 1, 2025: ● First Year (January 2025) Monthly Payment: $ 10,000 ● Second Year (January 2026) Monthly Payment: $ 20,000 ● Balloon Payment at the end of the Second Year (December 31, 2026): Total outstanding royalties This transaction was approved by the Board of Directors with Saagar Govil abstaining from the vote. Based on the new payment terms, management determined that it was appropriate to remove the previously recognized royalty receivable of $ 280,545 from the financial statements as of December 31, 2024. As of June 30, 2026, there was $ 436,453 in trade receivables due from the Cemtrex XR successor company, CXR, Inc. Of these receivables $ 172,450 is the net due on the royalties on CXR Inc.’s revenues. The remaining $ 264,003 is related to the services provided by Vicon Security Technologies Pvt Ltd. (formerly Cemtrex Technologies Pvt. Ltd.) in the normal course of business. During the year ended September 30, 2025, the Company recorded $ 110,000 in current expected credit losses on receivables due from CXR Inc. As of June 30, 2026, there were royalties receivable from the sale of Cemtrex, XR, Inc. of $ 448,221 , all of which is considered short-term and is presented on the Company’s unaudited Condensed Consolidated Balance Sheet under the caption “Trade receivables, net – related party”. The Company has taken a $ 275,771 allowance for expected credit losses against these royalties. NOTE 18 – EXPECTED CREDIT LOSSES The following table summarized the Company’s activity for expected credit losses for the nine months ended June 30, 2026. SCHEDULE OF CURRENT EXPECTED CREDIT LOSSES Trade receivables, net Contract assets, net Royalties receivable, net - related party As of September 30, 2025 $ 152,415 $ 9,704 $ 165,771 Expected credit losses, beginning balance $ 152,415 $ 9,704 $ 165,771 Provision 39,956 7,302 110,000 Recovery - - - Write-off - - - As of June 30, 2026 $ 192,371 $ 17,006 $ 275,771 Expected credit losses, ending balance $ 192,371 $ 17,006 $ 275,771 NOTE 19 – LEASES The Company is party to contracts where we lease property from others under contracts classified as operating leases. The Company primarily leases office and operating facilities, vehicles, and office equipment. The weighted average remaining term of our operating leases was approximately 3.06 years at June 30, 2026, and 2.91 years at June 30, 2025. The weighted average discount rate used to measure lease liabilities was approximately 5.99 % at June 30, 2026, and 6.56 % at June 30, 2025. The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments. The Company has a single lease that is classified as a finance lease for equipment acquired as part of the Richland acquisition. The remaining term of this lease is 0.33 years with a discount rate of 1.76 % as of June 30, 2026. 25 The Company has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less. The Company’s security segment leases approximately 350 square feet of office space in Clovis, CA on a month-to-month lease at a rent of $ 2,140 per month. Short-term rent expense was $ 19,260 for the nine months ended June 30, 2026, and $ 27,870 for the nine months ended June 30, 2025. A reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the unaudited condensed consolidated balance sheet at June 30, 2026, is set forth below: SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES Years ending September 30, Finance Leases Operating Leases Remainder of 2026 $ 20,690 $ 366,877 2027 293,647 1,232,076 2028 - 621,889 2029 - 434,257 2030 and thereafter - 430,324 Undiscounted lease payments 314,337 3,085,423 Amount representing interest ( 1,777 ) ( 286,643 ) Discounted lease payments 312,560 2,798,780 Less short-term lease liabilities 312,560 1,213,307 Long-term lease liabilities $ - $ 1,585,473 Lease costs for the three and nine months ended June 30, 2026, and 2025 are set forth below: SCHEDULE OF LEASE COSTS 2026 2025 2026 2025 For the three months ended June 30, For the nine months ended June 30, 2026 2025 2026 2025 Operating lease costs: Amortization of right-of-use assets $ 315,694 $ 222,870 $ 886,942 $ 684,360 Interest on lease obligations 8,794 5,048 19,654 8,444 Operating lease costs total 324,488 227,918 906,596 692,804 Finance lease costs Amortization of right-of-use assets 28,508 - 38,011 - Interest on lease obligations 1,432 - 1,928 - Finance lease costs total 29,940 - 39,939 - Short-term lease costs 6,420 7,337 19,260 33,008 Total lease cost $ 360,848 $ 235,255 $ 965,795 $ 725,812 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating leases $ 324,488 $ 208,615 $ 906,596 $ 692,804 Financing lease $ 20,690 $ - $ 27,587 $ - NOTE 20 – LINES OF CREDIT AND LONG-TERM LIABILITIES Revolving line of credit On October 5, 2023, the Company obtained a revolving line of credit in the amount of $ 5,000,000 from Pathward, N.A.. The interest rate will be a rate which is equal to three percentage points ( 3 %) in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”) matures twenty-four months 24 from the closing date, and if not specifically terminated, renews for one-year periods. This loan is secured by the Company’s eligible accounts receivable and eligible finished goods inventory. The Company’s ability to borrow against the line of credit is limited by the value of the eligible assets. As of June 30, 2026, the Company had enough eligible assets to access approximately $ 3,015,000 of the credit line. The Company was in compliance with all loan covenants as of June 30, 2026. As of June 30, 2026, and September 30, 2025, this loan had a balance of $ 2,392,830 , and $ 3,176,096 , respectively. Notes payable On November 7, 2025, the Company issued a note payable to Streeterville Capital, LLC in the amount of $ 7,025,000 . This note carries interest between November 7, 2025, and December 31, 2025, of SOFR ( 3.87 % as of December 31, 2025), after December 31, 2025, 8 %, This Note matures eighteen (18) months from the issuance date with redemptions beginning at six (6) months from the issuance date. After deduction of legal fees of $ 25,000 , the Company received $ 7,000,000 in cash. Additionally, this note contains an additional interest provision that if this note is outstanding on January 1, 2026, a one-time additional interest fee of $ 1,050,000 which is being amortized over the remaining life of the loan, as of June 30, 2026, there is $ 656,250 of unamortized interest. As of June 30, 2026, this note had a balance of $ 7,996,765 . On February 5, 2026, the company issued a promissory note to Fulton Bank in the amount of $ 600,000 for the purchase of Richland Industries, LLC. This note carries interest of 6.09 % requires 60 monthly payments of interest and principal and matures on February 1, 2031 . As of June 30, 2026, the note had a balance of $ 564,902 . On February 5, 2026, the Company acquired a mortgage in the amount of $ 3,920,000 from Fulton Bank to finance the purchase of the property formerly owned by Richland Industries, LLC. The mortgage carries interest at the Secured Overnight Financing Rate (SOFR) plus 2.75 % and matures on February 1, 2046 . As of June 30, 2026, this loan had a balance of $ 3,888,800 . 26 The following table outlines the Company’s secured liabilities: SCHEDULE OF LINES OF CREDIT AND AND LONG TERM LIABILITIES Interest Rate Maturity June 30, 2026 September 30, 2025 Fulton Bank - $312,000 fund equipment for AIS. This loan is secured by certain assets of the Company. SOFR plus 2.37% (6.05% as of June 30, 2026 and 6.61% as of September 30, 2025). 9/30/2029 214,165 257,704 Fulton Bank - $ 312,000 fund equipment for AIS. This loan is secured by certain assets of the Company. SOFR plus 2.37 % ( 6.05 % as of June 30, 2026 and 6.61 % as of September 30, 2025). 9/30/2029 214,165 257,704 Fulton Bank mortgage $ 2,476,000 . This loan is secured by the underlying asset. SOFR plus 2.62 % ( 6.30 % on June 30, 2026 and 6.86 % on September 30, 2025). 1/28/2040 1,967,176 2,034,048 Fulton Bank (HEISEY) - $ 1,200,000 mortgage loan; requires monthly principal and interest payments through August 1, 2043 with a final payment of remaining principal on September 1, 2043 ; The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex. SOFR plus 2.80 % per annum ( 6.48 % as of June 30, 2026 and 7.04 % as of September 30, 2025). 9/30/2043 1,121,269 1,146,630 Fulton Bank (HEISEY) - $ 2,160,000 . promissory note related to purchase of Heisey; requires 84 monthly principal and interest payments ; The note is collateralized by the Heisey assets and guaranteed by Cemtrex; matures in 2030. SOFR plus 2.80 % per annum ( 6.48 % as of June 30, 2026 and 7.04 % as of September 30, 2025). 7/1/2030 1,396,148 1,613,677 Fulton Bank (AIS - TN) - $ 3,920,000 mortgage loan; requires monthly principal and interest payments through January 1, 2046 with a final payment of remaining principal on February 1, 2046 ; The loan is collateralized by 1905 Mines Rd. and guaranteed by AIS and Cemtrex. SOFR plus 2.75 % per annum ( 6.43 % as of June 30, 2026). 2/1/2046 3,888,800 Fulton Bank (AIS - TN) - $ 600,000 . promissory note related to purchase of AIS - TN; requires 60 monthly principal and interest payments ; The note is collateralized by the AIS - TN assets and guaranteed by AIS and Cemtrex; matures in 2031. 6.09 % 2/1/2031 564,902 Note payable - $ 9,205,000 . Less original issue discount $ 1,200,000 and legal fees $ 5,000 ,net cash received $ 8,000,000 . 28,572 shares of common stock valued at $ 700,400 recognized as additional original issue discount. Unamortized original issue discount balance of $ 0 as of September 30, 2025 and September 30, 2024. 8 % 2/22/2027 140,892 7,871,777 Note payable - $ 580,000 . Less original issue discount $ 75,000 and legal fees $ 5,000 ,net cash received $ 500,000 . Unamortized original issue discount balance of $ 33,333 as of September 30, 2025. 8 % 5/21/2026 - 621,773 Note payable - $ 7,025,000 . Less legal fees $ 25,000 ,net cash received $ 7,000,000 . A $ 1,050,000 additional interest provision was recorded on January 1, 2026 Between November 7, 2025 and December 31, 2025, SOFR ( 3.87 % as of December 31, 2025), after December 31, 2025, 8 % 5/6/2027 7,996,765 - Less: Unamortized original issue discount ( 656,250 ) ( 33,333 ) Total debt $ 16,633,867 $ 13,512,276 Less: Current maturities ( 8,055,879 ) ( 8,925,497 ) Long-term debt $ 8,577,988 $ 4,586,779 27 NOTE 21 – STOCKHOLDERS’ EQUITY Series 1 Preferred Stock The Company’s Series 1 Preferred Stock is quoted on the OTC Markets OTCID tier under the symbol “CETXP.” During the nine months ended June 30, 2026, 277,814 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock. As of June 30, 2026, and September 30, 2025, there were 2,983,141 and 2,705,327 shares of Series 1 Preferred Stock issued and 2,919,041 and 2,641,227 shares of Series 1 Preferred Stock outstanding, respectively. Common Stock On September 29, 2025, and June 5, 2026, the Company completed a 15:1 and 10:1 , respectively, reverse stock split on its common stock. All share and per share data have been retroactively adjusted for the reverse splits. During the nine months ended June 30, 2026, 2,995 shares of common stock were issued for the exercise 2,995 Series A Warrants, under the Alternative Cashless Exercise option as adjusted for exercise price adjustments. During the three months ended June 30, 2026, no Series A Warrants were exercised. During the nine months ended June 30, 2026, 61,508 shares of common stock issued for rounding on the September 29, 2025, and the June 5, 2026, reverse stock splits. During the three months ended June 30, 2026, 54,740 shares of common stock issued for rounding on the June 5, 2026 reverse split. During the three and nine months ended June 30, 2026, 15,000 , and 247,457 shares of common stock were issued for the exercise of 150,000 , and 2,474,510 Series B Warrants, respectively which generated $ 5,787,831 in proceeds. During the nine months ended June 30, 2026, 482,188 shares of the Company’s common stock have been issued to satisfy $ 8,430,895 of notes payable, $ 511,546 in accrued interest, and $ 12,269,120 of excess value of shares issued recorded as interest expense. During the three months ended June 30, 2026, 182,142 shares of the Company’s common stock have been issued to satisfy $ 668,889 of notes payable, $ 429,552 in accrued interest, and $ 470,387 of excess value of shares issued recorded as interest expense. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended. Series A and Series B Warrants The following table summarizes information about shares issuable under warrants outstanding as of June 30, 2026. SCHEDULE SHARES ISSUABLE UNDER WARRANTS OUTSTANDING Warrant Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding at September 30, 2025 1,667,106 $ 4.84 3.37 Warrants granted - Warrants exercised ( 2,504,453 ) $ 2.31 Warrants forfeited - Warrants cancelled - Exercise price adjustments 1,852,896 Outstanding at June 30, 2026 1,015,549 $ 2.26 2.25 28 On October 13, 2025, the Company issued shares of common stock to relieve debt. At the time, the Company had 147,234 Series A Warrants and 1,519,782 Series B Warrants outstanding at an exercise price of $ 5.304 . According to the terms of the Series A and Series B warrants, in the event of an issuance below the current exercise price, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On October 17, 2025, it was determined that the exercise price has reset to $ 4.56 . The following table illustrates the adjustment. SCHEDULE OF WARRANTS ADJUSTMENT Warrants outstanding Aggregate Value Adjusted number of warrants outstanding Series A Warrants 147,324 $ 260,467 57,120 Series B Warrants 1,519,782 $ 8,061,006 1,767,778 On December 11, 2025, the Company closed on a Securities Purchase agreement of common stock. At the time, the Company had 57,120 Series A Warrants and 1,757,778 Series B Warrants outstanding at an exercise price of $ 4.56 . According to the terms of the Series A and Series B warrants, in the event of a public offering, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On December 17, 2025, it was determined that the exercise price has reset to $ 2.433 . The following table illustrates the adjustment. Warrants outstanding Aggregate Value Adjusted number of warrants outstanding Series A Warrants 57,120 $ 260,467 107,058 Series B Warrants 1,757,778 $ 8,015,406 3,294,469 On December 30, 2025, the Company closed on a Securities Purchase agreement of common stock. At the time, the Company had 78,489 Series A Warrants and 987,987 Series B Warrants outstanding at an exercise price of $ 2.433 . According to the terms of the Series A and Series B warrants, in the event of a public offering, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On January 6, 2026, it was determined that the exercise price has reset to $ 2.25 . The following table illustrates the adjustment. Warrants outstanding Aggregate Value Adjusted number of warrants outstanding Series A Warrants 78,489 $ 236,183 104,792 Series B Warrants 987,987 $ 2,403,749 1,068,339 On April 7, 2026, the Company issued shares of common stock to relieve debt. At the time, the Company had 78,489 Series A Warrants and 987,987 Series B Warrants outstanding at an exercise price of $ 2.25 . According to the terms of the Series A and Series B warrants, in the event of an issuance below the current exercise price, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On April 13, 2026, it was determined that the exercise price has reset to $ 0.75 . The following table illustrates the adjustment. Warrants outstanding Aggregate Value Adjusted number of warrants outstanding Series A Warrants 78,489 $ 236,183 314,911 Series B Warrants 987,987 $ 2,385,681 3,180,914 On June 5, 2026, the Company effected a 10:1 reverse stock split. At the time, the Company had 314,911 Series A Warrants and 3,030,914 Series B Warrants outstanding at an exercise price of $ 0.75 . in the event of a reverse stock split, the exercise price resets to the lowest VWAP during the period commencing five (5) consecutive trading days immediately preceding and the five (5) consecutive trading days commencing on the reverse stock split effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On June 11, 2026, it was determined that the exercise price has reset to $ 4.3051 . 29 The following table illustrates the adjustment Warrants outstanding Aggregate Value Adjusted number of warrants outstanding Series A Warrants 314,911 $ 236,183 54,861 Series B Warrants 3,030,914 $ 2,273,181 528,015 On June 25, 2026, the Company issued shares of common stock to relieve debt. At the time, the Company had 314,911 Series A Warrants and 3,030,914 Series B Warrants outstanding at an exercise price of $ 4.3051 . According to the terms of the Series A and Series B warrants, in the event of an issuance below the current exercise price, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On July 1, 2026, it was determined that the exercise price has reset to $ 2.936 . Warrants outstanding Aggregate Value Adjusted number of warrants outstanding Series A Warrants 54,861 $ 236,183 80,443 Series B Warrants 528,015 $ 2,273,181 774,220 For the three months ended June 30, 2026, and 2025, the company recognized a gain on the fair value of common shares issued for the exercised warrants of $ 6,837 , and $ 74,008 , respectively. For the nine months ended June 30, 2026, and 2025, the company recognized a loss on the fair value of the common shares issued for the exercised warrants of $ 4,651,745 and $ 15,722,097 , respectively, which represents the difference between the fair value of the shares issued and the value of the warrants exercised. For the three months ended June 30, 2026, and 2025 the company recognized a loss on changes in fair value of warrant liability of $ 2,199,991 , and $ 3,615,437 , respectively. For the nine months ended June 30, 2026, and 2025 the company recognized a gain on changes in fair value of warrant liability of $ 85,820 , and a loss of $ 8,928,275 , respectively. This represents the change in the fair value of the warrants unexercised at the measurement period. Equity Offerings On December 11, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the Company’s common stock, par value $ 0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $ 3.00 per share/warrant for aggregate gross proceeds of $ 2,000,000 . The Offering closed on December 11, 2025. The Company issued 31,000 shares of common stock and prefunded warrants to purchase 35,667 shares of common stock. The Prefunded warrants were immediately exercised, and the Company issued 66,667 shares of common stock in the aggregate. On December 23, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the Company’s common stock, par value $ 0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $ 2.50 per share/warrant for aggregate gross proceeds of $ 2,000,000 . The Offering closed on December 23, 2025. The Company issued 33,000 shares of common stock and prefunded warrants to purchase 47,000 shares of common stock. The Prefunded warrants were immediately exercised, and the Company issued 80,000 shares of common stock in the aggregate. On December 30, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the Company’s common stock, par value $ 0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $ 2.25 per share/warrant for aggregate gross proceeds of $ 2,000,000 . The Offering closed on December 30, 2025. The Company issued 33,000 shares of common stock and prefunded warrants to purchase 54,889 shares of common stock. The Prefunded warrants were immediately exercised, and the Company issued 88,889 shares of common stock in the aggregate. On January 9, 2026, Cemtrex, Inc. (the “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 Offering closed on January 9, 2026. The Company issued 40,000 shares of common stock and prefunded warrants to purchase 106,951 shares of common stock; all the prefunded warrants were immediately exercised, and the Company issued 146,951 shares of common stock in the aggregate. 30 NOTE 22 – SHARE-BASED COMPENSATION For the nine months ended June 30, 2026, and 2025, the Company recognized $ 0 and $ 10,280 of share-based compensation expense on its outstanding options, respectively. As of June 30, 2026, there was no unrecognized share-based compensation expense. During the nine months ended June 30, 2026, no options were granted, cancelled, or forfeited. NOTE 23 – COMMITMENTS AND CONTINGENCIES From time to time, the Company and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business. The Company continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not expect that such legal proceedings will have a material adverse impact on its unaudited condensed consolidated financial statements. NOTE 24 – INCOME TAXES For the three and nine months ended June 30, 2026, the Company recorded an income tax benefit of approximately $ 119,001 and an income tax expense of $ 221,184 , respectively. For the three and nine months ended June 30, 2025, the Company recorded an income tax expense of 14,035 , and 282,599 , respectively. These taxes are related to our international operations and state taxes of certain subsidiaries. As of year-end 2025, the Company had federal, state, and foreign net operating losses (“NOL”) of approximately $ 68.9 million, $ 84.0 million, and $ 9.8 million, respectively. The Company has pre 2018 TCJA NOLs and post 2017 TCJA NOLs. Pre 2018 NOLs will expire in 20 years with the first amount expiring in 2030 and the post 2017 NOLs can be carried forward indefinitely. Generally, state NOLs have different NOL carryforward rules, with some pre-2018 NOLs being able to be carried forward indefinitely. The first amount of state NOLs begin to expire in 2026 . In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s NOL carryforwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2022 through 2025 are subject to review by tax authorities. The Company’s effective tax rates for the three and nine months ended June 30, 2026, and 2025, were 2.65 % and ( 0.31 )%, ( 0.94 )% and ( 1.0 )% respectively. NOTE 25 – SUBSEQUENT EVENTS Completion of Acquisition On July 1, 2026, the Company, through its wholly owned subsidiary AIS, completed the acquisition of substantially all of the assets of Plant Engineering Services, Inc, an Indiana corporation (“PES”) pursuant to an Asset Purchase Agreement dated July 1, 2026 (the “Asset Purchase Agreement”) by and among AIS Engineering, Inc., a newly formed wholly owned subsidiary of AIS (“Buyer”), PES, and Mark Bohler, an individual residing in state of Indiana (“the “Owner” and collectively with the PES, the “Seller Parties”). As a result of the transaction, PES’s business operations have been integrated into the Company’s Industrial Services Segment, and Buyer has become the owner of the acquired assets The purchase price for the business assets was $ 3,500,000 , in cash, subject to a customary working capital adjustment, plus the assumption of certain liabilities. Additionally, the Seller Parties are eligible to receive up to approximately $ 1,750,000 in contingent earnout consideration over a three-year period based on the achievement of specified gross profit targets. Issuance of common shares to satisfy notes payable On July 2, 2026, 461,425 shares of the Company’s common stock have been issued to satisfy $ 1,277,791 of notes payable, $ 14,209 in accrued interest, and $ 78,432 of excess value of shares issued recorded as interest expense. 31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “may”, “plans”, “potential” and “intends” and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company’s ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products are evaluated and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments. General Overview Cemtrex was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries. The Company’s reporting segments consist of Security, Industrial Services and Aerospace and Defense. Additionally, the Company’s operational structure also reports unallocated corporate expenses. Security Cemtrex’s Security segment operates under the brand, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms. Industrial Services Cemtrex’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding. Aerospace and Defense Cemtrex’s Aerospace and Defense segment operates under the brand Invocon, which offers designing, manufacturing, and supporting advanced instrumentation, wireless sensing, and telemetry systems deployed across satellites, launch vehicles, target missiles, and space-based platforms. Its technologies support numerous government and prime contractor programs, including multiple Space Shuttle and International Space Station systems, and the company maintains long-standing relationships across the Missile Defense Agency and leading aerospace and defense primes. 32 Significant Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations. Certain of our accounting policies are deemed “significant”, as they are both most important to the financial statement presentation and require management’s most difficult, subjective, or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our significant accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2025. Results of Operations – For the three months ended June 30, 2026, and 2025 The Company’s Security segment revenues for the three months ended June 30, 2026, decreased by $1,330,320 or 18% to $6,251,494 from $7,581,814 for the three months ended June 30, 2025. This decrease is mainly due to delays in shipping from increased production time on some of our component products. The Company is currently purchasing additional inventory to overcome this supply issue. The Company’s Industrial Services segment revenues for the three months ended June 30, 2026, increased by $589,948 or 6%, to $9,973,792 from $9,383,844, for the three months ended June 30, 2025. This increase is mainly due to the revenues from the acquisition of Richland, LLC. The Company’s newly established Aerospace and Defense segment generated revenues of $2,202,305 for the three months ended June 30, 2026. There was unallocated revenue to Corporate of $12,619 for the three months ended June 30, 2026. This revenue is related to the Company’s investment in digital assets. Gross Profit Gross Profit for the three months ended June 30, 2026, was $7,696,790 or 42% of revenues as compared to gross profit of $7,370,506 or 43% of revenues for the three months ended June 30, 2025. Gross profit in our Security segment was $3,066,481 or 49% of the segment’s revenues for the three months ended June 30, 2026, as compared to gross profit of $3,953,562 or 52% of the segment’s revenues for the three-month period ended June 30, 2025. Gross profit in our security segment decreased mainly due to increased costs on some of our component products, additionally gross profits have been impacted by tariffs and fuel surcharges on shipping. The Company has applied for tariff refunds and is waiting on the amount to be refunded. Gross profit in our Industrial Services segment was $2,702,441 or 27% of the segment’s revenues for the three months ended June 30, 2026, as compared to gross profit of $3,416,944 or 36% of the segment’s revenues for the three-month period ended June 30, 2025. Gross profit decreased in the three months ended June 30, 2026, compared to the three months ended June 30, 2025, as the Company works to increase efficiency for its recent acquisition, Richland, LLC. Gross profit in the Company’s newly established Aerospace and Defense segment was $1,915,249 or 87% of revenues for the three months ended June 30, 2026. 33 General and Administrative Expenses General and administrative expenses, including depreciation and amortization expenses, for the three months ended June 30, 2026, increased $838,400 or 11% to $8,464,742 from $7,626,342 for the three months ended June 30, 2025. The increase in general and administrative expenses is mainly related to the additional expenses related to the acquisition of Invocon and Richland. Research and Development Expenses Research and Development expenses for the three months ended June 30, 2026, were $425,190 compared to $386,565 for the three months ended June 30, 2025, an increase of $38,625 or 10%. Research and Development expenses are related to the Security segment’s development of next generation solutions associated with security and surveillance systems software and the Aerospace and Defense segment’s development and improvement of their products. Other Income/Expense Other expense for the three months ended June 30, 2026, was $3,295,351 as compared to $3,934,931 for the three months ended June 30, 2025. Other expense for the three months ended June 30, 2026, was mainly driven by the change in the fair value of warrant liabilities, and interest expense. Other expense for the three months ended June 30, 2025, was mainly driven by the change in the fair value of warrant liabilities. Provision for Income Taxes During the three months ended June 30, 2026, and 2025, the Company had an income tax benefit from continuing operations of $119,001 and an income tax expense of $14,035, respectively. The provision for income tax is estimated based upon the current income projections of the Company, the effective rate of the prior year, and the Company’s current ability to utilize net loss carryforwards. The Company’s effective tax rate for the three months ended June 30, 2026, and 2025, was 2.65% and (0.31)% respectively. Results of Operations – For the nine months ended June 30, 2026, and 2025 Revenues The Company’s Security segment revenues for the nine months ended June 30, 2026, decreased by $12,477,086 or 42% to $17,539,579 from $30,016,665 for the nine months ended June 30, 2025. This decrease is mainly due to a large sale valued at $10,375,000 for security technology products under our Vicon brand during the prior nine-month period ended June 30, 2025. The Company’s Industrial Services segment revenues for the nine months ended June 30, 2026, increased by $3,683,833 or 13%, to $31,622,994 from $27,939,161, for the nine months ended June 30, 2025. This increase is mainly due to the revenues from the acquisition of Richland LLC. The Company’s newly established Aerospace and Defense segment generated revenues of $3,434,897 for the nine months ended June 30, 2026. There was unallocated revenue to Corporate of $37,418 for the nine months ended June 30, 2026. This revenue is related to the Company’s investment in digital assets. Gross Profit Gross Profit for the nine months ended June 30, 2026, was $20,165,860 or 38% of revenues as compared to gross profit of $25,237,897 or 44% of revenues for the nine months ended June 30, 2025. Gross profit in our Security segment was $7,757,943 or 44% of the segment’s revenues for the nine months ended June 30, 2026, as compared to gross profit of $15,597,177 or 52% of the segment’s revenues for the nine-month period ended June 30, 2025. Gross profit in our security segment decreased as a result of the large sale mentioned above, additionally gross profits have been impacted by increased costs, tariffs and fuel surcharges on shipping. The Company is currently evaluating the potential impact of tariff refunds on future gross profit percentages. 34 Gross profit in our Industrial Services segment was $9,934,435 or 31% of the segment’s revenues for the nine months ended June 30, 2026, as compared to gross profit of $9,640,720 or 35% of the segment’s revenues for the nine-month period ended June 30, 2025. Gross profit increased in the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025, mainly due to the acquisition of Richland, LLC. Gross profit in the Company’s newly established Aerospace and Defense segment was $2,436,064 or 71% of revenues for the nine months ended June 30, 2026 General and Administrative Expenses General and administrative expenses, including depreciation and amortization expenses, for the nine months ended June 30, 2026, increased $3,373,343 or 16% to $24,863,716 from $21,490,373 for the nine months ended June 30, 2025. The increase in general and administrative expenses is mainly related to the additional expenses related to the acquisition of Invocon and Richland. Research and Development Expenses Research and Development expenses for the nine months ended June 30, 2026, were $1,473,483 compared to $2,054,537 for the nine months ended June 30, 2025, a decrease of $581,054, or 28%. Research and Development expenses are related to the Security segment’s development of next generation solutions associated with security and surveillance systems software and the Aerospace and Defense segment’s development and improvement of their products. Bargain Purchase Gain As discussed in Note 1 of this Form 10-Q, the acquisition of Richland, LLC resulted in a bargain purchase gain of $2,068,047 based on the preliminary purchase price allocation. The purchase price allocation is still preliminary but has been developed based on an estimate of fair values of Richland’s identifiable tangible and intangible assets acquired and liabilities assumed as of February 5, 2026. The final allocation of the purchase price will be determined within one year from the closing date of the Richland acquisition. Other Income/Expense Other expense for the nine months ended June 30, 2026, was $17,343,292, as compared to $26,095,977 for the nine months ended June 30, 2025. Other expense for the nine months ended June 30, 2026, was mainly driven by interest expense related to the discount on common shares issued for the relief on notes payable, loss on the exercise of warrant liabilities, and the change in the fair value of the Company’s digital assets. Other expense for the nine months ended June 30, 2025, was mainly driven by the loss on excess fair value of warrant liabilities. Provision for Income Taxes During the nine months ended June 30, 2026, and 2025, the Company had income tax expense from continuing operations of $221,184 and $245,098, respectively. The provision for income tax is estimated based upon the current income projections of the Company, the effective rate of the prior year, and the Company’s current ability to utilize net loss carryforwards. The Company’s effective tax rate for the nine months ended June 30, 2026, and 2025, was (0.94%) and (1.00%) respectively. Effects of Inflation The Company’s business and operations have been affected by inflation during the periods for which financial information is presented. In response, the Company has instituted price increases and initiated cost-saving measures to mitigate the effects of inflation on operations. 35 Liquidity and Capital Resources Working capital was $13,155,389 at June 30, 2026, compared to working capital of $5,184,339 at September 30, 2025. This includes cash and cash equivalents and restricted cash of $9,301,740 at June 30, 2026, and $6,347,041 at September 30, 2025. The increase in working capital was primarily due to cash raised in the equity offerings and Series B Warrant exercises and the payment of the Company’s debt through equity. Cash used by operating activities for the nine months ended June 30, 2026, was $4,900,015 compared to providing $3,410,782 for the nine months ended June 30, 2025. Our operating cash flow was mainly the result of our net loss, less the non-cash adjustments, combined with operating changes in inventory, contract assets, prepaid expenses and other current assets, accounts payable, operating lease liabilities, accrued expenses, and deferred revenues. Trade receivables decreased by $613,244 or 5% to $12,520,180 at June 30, 2026, from $13,133,424 at September 30, 2025. The decrease in trade receivables is attributable to the decrease in sales in the Security segment. Cash used by investing activities for the nine months ended June 30, 2026, was $13,278,551 compared to $1,482,232 for the nine months ended June 30, 2025. Investing activities for the nine months ended June 30, 2026, were driven by the Company’s purchase of property and equipment, investment in marketable securities, the acquisition of Richland and Invocon, and investment in digital assets. Investing activities for the nine months ended June 30, 2025, were driven by the Company’s purchase of property and equipment and investment in Masterpiece VR. Cash provided by financing activities for the nine months ended June 30, 2026, was $21,151,864 compared to $1,117,811 for the nine months ended June 30, 2025. Financing activities for the nine months ended June 30, 2026, were primarily driven by the proceeds from equity offerings, proceeds of notes payable and bank loans, and proceeds from the exercise of the Company’s Series B Warrants. Financing activities for the nine months ended June 30, 2025, were primarily driven by the proceeds from the Company’s revolving line of credit, notes payable, and proceeds from the exercise of the Company’s Series B Warrants. The Company’s working capital may not be sufficient to cover operating costs which indicates substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. The Company has $9,301,740 in cash and cash equivalents and restricted cash as of June 30, 2026. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of June 30, 2026, has available capacity of approximately $622,106, (ii) continually reevaluate our pricing model on our Vicon brand to improve margins on those products, (iii) raised $5,787,831 through the exercise of our Series B warrants during the nine months ended June 30, 2026 (iv) raised $10,000,000 in gross proceeds in equity offering during the nine months ended June 30, 2026. In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the Company believes these plans, if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is no guarantee that we will succeed. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. The Company currently does not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. Absent an ability to raise additional outside capital and restructure or refinance all or a portion of our debt, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date. Each segment of the Company’s operations has positioned itself for growth and the Company’s long-term objectives include increasing marketing and sales for the Company’s products and services in each segment, increasing the Company’s presence through collaboration partnerships in each segment and through strategic acquisitions of complementary businesses for each segment. These long-term objectives will require sufficient cash to complete, and the Company expects to fund these objectives with cash on hand, issuance of debt, and from proceeds from the sale of the Company’s securities, which may not be sufficient to fully implement our growth initiatives. The unaudited condensed consolidated financial statements do not include any adjustments relating to this uncertainty. 36 Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on their evaluation, our management has concluded that as of June 30, 2026, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. 37 Part II Other Information Item 1. Legal Proceedings. To the Company’s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. Item 1A. Risk Factors The risk factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (filed with the Securities and Exchange Commission on December 29, 2025, and amended on January 16, 2026) continue to apply to our business and operations, except as updated or supplemented below. You should carefully consider those risk factors, together with the other information contained in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission, before making an investment decision regarding our securities. The risks described below and in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially and adversely affect our business, financial condition, or results of operations. Risk Related to Our Continued Listing on The Nasdaq Capital Market – New $5 Million Market Value of Listed Securities Requirement Our common stock is listed on The Nasdaq Capital Market. On July 22, 2026, the Securities and Exchange Commission approved a new Nasdaq continued listing requirement (Nasdaq Listing Rules 5450(a)(3) and 5550(a)(6)) that requires all companies listed on the Nasdaq Global Select Market, Nasdaq Global Market, and Nasdaq Capital Market to maintain a Market Value of Listed Securities (“MVLS”) of at least $5 million. MVLS is calculated as the consolidated closing bid price of our common stock multiplied by the number of shares of our common stock outstanding. As of August 12, 2026, our common stock was trading at approximately $3.05 per share. Based on approximately 1,721,141 shares of common stock outstanding as of August 12, 2026, our MVLS was approximately $5.249 million, which is above the $5 million threshold. If our MVLS falls below $5 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination, and our common stock will be immediately subject to suspension from trading on Nasdaq and delisting proceedings. Unlike most other Nasdaq continued listing deficiencies, the new MVLS requirement provides no cure or compliance period. A request for a hearing before a Nasdaq Hearings Panel will not stay the suspension of trading. The Hearings Panel’s authority is limited; it may reverse a determination only if made in error or, in limited circumstances, grant an exception of up to 180 days for us to demonstrate compliance with Nasdaq’s more stringent initial listing standards. If our common stock is delisted from Nasdaq, it would likely trade only in the over-the-counter market, which could result in reduced liquidity, increased price volatility, decreased institutional interest, and material adverse effects on our ability to raise additional capital. There can be no assurance that we will be able to regain or maintain compliance with the $5 million MVLS requirement, or any other Nasdaq continued listing standard. On July 29, 2026, we filed with the Securities and Exchange Commission a Notice of Intention to Petition for Review of the order approving the new MVLS requirement (File No. SR-NASDAQ-2026-004), pursuant to Rule 430 of the Commission’s Rules of Practice. As a result of this filing, we are a “person aggrieved” by the approval order. Under Rule 431(e) of the Commission’s Rules of Practice, the filing of the Notice automatically stays the effectiveness of the approval order unless and until the Commission orders otherwise. There can be no assurance that the stay will remain in effect for any particular period of time, that the Commission will grant any petition for review, or that we will be able to regain or maintain compliance with the $5 million MVLS requirement or any other Nasdaq continued listing standard. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Preferred Stock During the nine months ended June 30, 2026, 277,814 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock. Common Stock During the nine months ended June 30, 2026, 482,188 shares of the Company’s common stock have been issued to satisfy $8,430,895 of notes payable, $511,546 in accrued interest, and $12,269,120 of excess value of shares issued recorded as interest expense. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures N/A Item 5. Other Information None. 38 Item 6. 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 2.2 Asset Purchase Agreement, between AIS Tennessee, Inc., Richland Industries, LLC, and Joseph Wheland Form 8-K 2/11/2026 2.3 Share Purchase Agreement, dated November 13, 2025 Form 8-K 11/19/2025 2.4 Asset Purchase Agreement, between AIS Engineering, Inc., Plant Engineering Services, Inc, and Mark Bohler, dated July 1, 2026 Form 8-K 7/6/2026 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 Amendment to Certificate of Incorporation Form 8-K 9/30/2024 3.9 Amendment to Certificate of Incorporation Form 8-K 11/21/2024 3.10 Amendment to Certificate of Incorporation Form 8-K 9/24/2025 3.11 Certificate of Designation of the Series A Preferred Shares Form 8-K 9/10/2009 3.12 Certificate of Designation of the Series 1 Preferred Shares Form 8-K 1/24/2017 3.13 Amendment to Certificate of Incorporation Form 8-K 9/8/2017 3.14 Certificate of Correction to the Certificate of Amendment Form 8-K 6/12/2019 3.15 Amended Certificate of Designation of the Series 1 Preferred Shares Form 8-K 4/1/2020 3.16 Amendment to Certificate of Incorporation Form 10-K 1/5/2021 3.17 Certificate of Correction to the Certificate of Amendment Form 10-Q 5/28/2021 3.18 Amendment to Certificate of Incorporation Form 8-K 1/20/2023 3.19 Amendment to Certificate of Incorporation Form 8-K 8/2/2024 3.20 Amendment to Certificate of Incorporation Form 8-K 9/30/2024 3.21 Amendment to Certificate of Incorporation Form 8-K 11/21/2024 3.22 Amendment to Certificate of Incorporation Form 8-K 9/24/2025 3.23 Amendment to Certificate of Incorporation Form 8-K 6/2/2026 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 Underwriting Agreement, dated May 28, 2025 with Aegis Capital Corp. Form 8-K 5/29/2025 10.2 Securities Purchase Agreement, dated December 11, 2025 Form 8-K 12/11/2025 10.3 Securities Purchase Agreement, dated December 23, 2025 Form 8-K 12/23/2025 10.4 Securities Purchase Agreement, dated January 9, 2026 Form 8-K 1/9/2026 10.5 Sales Agreement between AIS Leasing Company and RI Real Estate, LLC Form 8-K 2/11/2026 21.1 Subsidiaries of the Registrant Form 10-Q 5/15/2026 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 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. X 32.2 Certification of Interim Chief Financial Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. X 97.1 Clawback Policy Form 10-K 12/29/2025 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 X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X 39 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. Dated: August 14, 2026 By: /s/ Saagar Govil Saagar Govil Chairman of the Board, CEO, President and Secretary (Principal Executive Officer) Dated: August 14, 2026 /s/ Paul J. Wyckoff Paul J. Wyckoff Chief Financial Officer and Principal Financial Officer 40