Form 8-K

8-K — CEMTREX INC

Accession: 0001493152-26-026874

Filed: 2026-06-02

Period: 2026-06-02

CIK: 0001435064

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

GRAPHIC (form8-k_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--09-30

0001435064

2026-06-02

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 2, 2026

Cemtrex

Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37464

30-0399914

(State

or other jurisdiction of

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

135

Fell Court

Hauppauge,

11788

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (631) 756-9116

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4I under the Exchange Act (17 CFR 240.13I(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

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

CURRENT

REPORT ON FORM 8-K

Cemtrex,

Inc.

Item

3.03. Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated

by reference herein.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

Board of Directors of Cemtrex, Inc., a Delaware corporation (the “Company”), has approved a reverse stock split of the Company’s

issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-10 (the “Reverse

Split”). The Reverse Split will become effective on Monday, June 5, 2026, at 12:01 a.m. Eastern Time (the “Effective Time”).

previously disclosed, by written consent dated February 27, 2026, the Company’s stockholders approved the Reverse Split, at a specific

ratio, within a fixed range, to be determined by the Board in its sole discretion.

outstanding

of the date of this filing, the Company has 11,121,834 shares of common stock outstanding.

Reason

for the Reverse Split

The

Company is effecting the Reverse Split in order to maintain compliance with the continued listing requirements for the Capital Market

of The Nasdaq Stock Market LLC (“Nasdaq”).

effecting the Reverse Split, the Company expects that the closing bid price of the Common Stock will increase above $1 per share. In

order to regain compliance with Nasdaq Listing Rule 5550(a)(2), the closing bid price of the Company’s common stock must remain

above $1 per share for a minimum of ten consecutive business days. Although no assurances can be provided, the Company further believes

that Reverse Split will enable the Company to maintain its Nasdaq listing.

Effects

of the Reverse Split

Effective

Time; Symbol; CUSIP Number

The

Reverse Split will become effective at the Effective Time and the Common Stock will begin trading on a split-adjusted basis at the open

of business on June 5, 2026. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 15130G865. The

trading symbol for the Company’s common stock, “CETX,” will remain unchanged.

Split

Adjustment; Treatment of Fractional Shares

the Effective Time, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically

into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder

immediately prior to the Effective Time divided by 15. No fractional shares will be issued post-split. For any shareholder that held

at least one (1) whole share pre-split on the Effective Date, any post-split fractional shares will be rounded up to the nearest whole

share. For any shareholder that held less than one (1) share pre-split on the Effective Date, the post-split fractional shares will be

rounded down. Any request related to fractional share handling may be submitted to the Company’s transfer agent, ClearTrust, LLC.

The

principal effect of the Reverse Split will be that (i) the number of shares of common stock issued and outstanding will be reduced to

one-fifteenth that amount, and (ii) all outstanding options and warrants (other than the Adjustable Warrants defined below) entitling

the holders thereof to purchase shares of common stock will enable such holders to purchase, upon exercise of their options or warrants,

one-fifteenth of the number of shares of common stock which such holders would have been able to purchase upon exercise of their options

or warrants, immediately preceding the Reverse Split at an exercise price equal to 15 times the exercise price specified before the Reverse

Split, resulting in essentially the same aggregate price being required to be paid therefor upon exercise thereof immediately preceding

the Reverse Split. Other awards under our 2020 Equity Compensation Plan would be subject to proportionate adjustments.

have outstanding Adjustable Warrants to purchase 3,975,653 shares of common stock at an exercise price of $0.75 per share (the “Adjustable

Warrants”) that provide that upon the completion of the Reverse Split the exercise price of warrants will be reduced to the lowest

daily volume weighted average price during the five consecutive trading days prior to the date of such Reverse Split and the five consecutive

trading days after the date of such Reverse Split, and the number of warrant shares issuable shall be increased such that the aggregate

exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise

price on the date of issuance. This provision will result in the post-split exercise price of the Adjustable Warrants being reduced and

the number of shares of common stock underlying the Adjustable Warrants being significantly increased.

Delaware

State Filing

June 2, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”)

with the Secretary of State of the State of Delaware, pursuant to which, effective at 12:01 a.m. Eastern Time on June 5, 2026, the Reverse

Split will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein

by reference.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Exhibit

Title

3.1

Certificate of Amendment, dated June 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date:

June 2, 2026

By:

/s/

Saagar Govil

Saagar

Govil

Chairman,

President, and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

FORM

OF CERTIFICATE OF AMENDMENT TO

CERTIFICATE

OF INCORPORATION

CEMTREX, INC.

Name

of corporation:

Cemtrex,

Inc.

The

articles have been amended as follows (provide article numbers, if available):

Fourth

Article:

Effective

at 12:01 a.m. on June 5, 2026 (the “Effective Time”), every ten (10) shares of common stock issued and outstanding immediately

prior to the Effective Time (“Old Common Stock”) shall automatically be combined, without any action on the part of the holder

thereof, into one (1) validly issued, fully paid and non-assessable share of common stock (“New Common Stock”), subject to

the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of common

stock shall be issued in connection with the Reverse Stock Split. No stockholder of the Corporation shall transfer any fractional shares

of common stock. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of common

stock. No certificates representing fractional shares of New Common Stock will be issued in connection with the Reverse Stock Split.

Holders prior to the Reverse Stock Split who have held at least (1) one whole share of common stock and who otherwise would be entitled

to receive fractional share interests of New Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock

Split ratio will automatically be entitled to receive an additional fraction of a share of New Common Stock to round up to the next whole

share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. On the other hand, holders

prior to the Reverse Stock Split who have held less than one (1) whole share of common stock shall not be entitled to receive an additional

fraction of a share and will be automatically rounded down. Each certificate that immediately prior to the Effective Time represented

shares of Old Common Stock (“Old Certificates”), shall thereafter represent that number of shares of New Common Stock into

which the shares of Old Common Stock represented by the Old Certificate shall have been combined.

The

vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power,

or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required

by the provisions of the articles of incorporation have voted in favor of the amendment is: 1 shares of common stock, 50,000 shares

Series C Preferred Stock and 168,852 shares of Series 1 Preferred Stock, voting as a single class, for 86.87% of the voting capital

of the Corporation.

Effective

date of filing (optional): to be effective at 12:01 a.m. on June 5, 2026

Officer

Signature (Required):

/s/Saagar

Govil

Saagar

Govil, Chairman, President and Executive Officer

GRAPHIC

Filename: form8-k_001.jpg · Sequence: 3

Binary file (2861 bytes)

Download form8-k_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jun. 02, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 02, 2026

Current Fiscal Year End Date

--09-30

Entity File Number

001-37464

Entity Registrant Name

Cemtrex

Inc.

Entity Central Index Key

0001435064

Entity Tax Identification Number

30-0399914

Entity Incorporation, State or Country Code

Entity Address, Address Line One

135

Fell Court

Entity Address, City or Town

Hauppauge

Entity Address, State or Province

Entity Address, Postal Zip Code

11788

City Area Code

(631)

Local Phone Number

756-9116

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock

Trading Symbol

CETX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration