Form 8-K/A

8-K/A — CEMTREX INC

Accession: 0001493152-26-042895

Filed: 2026-09-16

Period: 2026-07-01

CIK: 0001435064

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-23.1 (ex23-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: form8-ka.htm · Sequence: 1

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0001435064

2026-07-01

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 1, 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-4(c) under the Exchange Act (17 CFR 240.13e-4(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.

Explanatory

Note

July 6, 2026, Cemtrex, Inc. (the “Company”) filed its Current Report on Form 8-K (the “Original Form 8-K”) with

the U.S. Securities and Exchange Commission (the “SEC”) to report that the Company (the “Buyer”), completed the

previously announced 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”).

This

Current Report on Form 8-K/A amends Item 9.01 of the Current Report on Form 8-K filed by the Company on July 6, 2026, to include the

historical financial statements of PES and the proforma financial information required by Item 9.01 of Form 8-K, attached hereto as Exhibits

99.1 and 99.2. The proforma financial information included in this Form 8-K/A has been presented for informational purposes only, as

required by Form 8-K. It does not purport to represent the actual results of operations that the Company and PES would have achieved

had the companies been combined during the periods presented in the proforma financial information and is not intended to project the

future results of operations that the combined company may achieve as a result of the acquisition. Except as described above, all other

information in the Company’s Current Report on Form 8-K filed on July 6, 2026, remains unchanged.

Item

1.01 Entry into a Material Definitive Agreement.

previously disclosed in the Current Report on Form 8-K filed on July 6, 2026, on July 1, 2026, Cemtrex, Inc. (the “Company”)

entered into an Asset Purchase Agreement (the “Agreement”) with Mark Bohler, an individual resident of Indiana (the “Seller”),

pursuant to which the Company agreed to acquire substantially all of the assets of PES for a purchase price of $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.

Item

2.01 Completion of Acquisition or Disposition of Assets.

The

information set forth in Item 1.01 of the Original Form 8-K is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits

(a) Financial

Statements of Businesses Acquired.

The

Audited Statement of Assets Acquired and Liabilities Assumed of PES as of July 1, 2026, the notes related thereto, and the related report

of Grassi & Co., The Company’s independent registered public accounting firm as of July 1, 2026, are filed as Exhibit

99.1 and incorporated herein by reference.

Pursuant

to a letter dated August 7, 2026, from the Securities and Exchange Commission’s Division of Corporation Finance (the “SEC”),

based on information the Company provided to the SEC, the SEC advised that the Company could provide the Audited Statement of Assets

Acquired and Liabilities Assumed in lieu of the financial statements of PES and a proforma condensed balance sheet pursuant to Rule 11-01

for the purpose of complying with the requirements of Rule 3-05 of Regulation S-X.

(b) Proforma

Financial Information.

accordance with the waiver received from the SEC, the Company’s unaudited proforma condensed balance sheet with respect to the

acquisition of PES is included in this Current Report as Exhibit 99.2.

(d)

Exhibits

Exhibit

Number

Exhibit

Title

23.1

Consent of Grassi & Co. CPAs P.C., independent registered public accounting firm.

99.1

Audited statement of assets acquired, and liabilities assumed as of July 1, 2026

99.2

Unaudited proforma condensed balance sheet as of June 30, 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:

September

16, 2026

By:

/s/

Saagar Govil

Saagar

Govil

Chairman,

President and Chief Executive Officer

EX-23.1

Filename: ex23-1.htm · Sequence: 2

Exhibit

23.1

CONSENT

OF INDEPENDENT ACCOUNTANTS

hereby consent to the incorporation by reference in Registration Statements on Form S-3 (333-283995) and Form S-8 (333-248081) of our

report dated September 16, 2026, with respect to the financial statement of Plant Engineering Services, Inc. as of July 1, 2026, included

in this Current Report on Form 8-K/A.

/s/

GRASSI & Co., CPAs, P.C.

Jericho,

New York

September

16, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Plant

Engineering Services, Inc

Statement

of Assets Acquired and Liabilities Assumed

Table

of Contents

Page

Report of Independent Registered Public Accounting Firm

Statement of Assets Acquired and Liabilities Assumed

Notes to Statement of Assets Acquired and Liabilities Assumed

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders

of Cemtrex, Inc.

have audited the accompanying statement of assets acquired and liabilities assumed of Plant Engineering Services, Inc. as of July 1,

2026. This statement of assets acquired and liabilities assumed is the responsibility of Plant Engineering Services, Inc.’s management.

Our responsibility is to express an opinion on the statement of assets acquired and liabilities assumed based on our audit.

conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether the statement of assets acquired

and liabilities assumed is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts

and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the statement of assets acquired and liabilities assumed. We believe that

our audit provides a reasonable basis for our opinion.

The

accompanying statement was prepared to present the assets acquired and liabilities assumed of Plant Engineering Services, Inc. sold to

AIS Engineering, Inc., an indirect wholly owned subsidiary of Cemtrex, Inc., pursuant to the purchase agreement described in Note 1,

and is not intended to be a complete presentation of Plant Engineering Services, Inc. ‘s assets and liabilities assumed.

our opinion, the accompanying statement of assets acquired and liabilities assumed presents fairly, in all material respects, the assets

acquired and liabilities assumed of Plant Engineering Services, Inc. as of July 1, 2026, pursuant to the purchase agreement referred

to in Note 1, in conformity with accounting principles generally accepted in the United States of America.

/s/

Grassi & Co., CPAs, P.C.

have served as the Company’s auditor since 2021.

Jericho,

New York

September

16, 2026

Plant

Engineering Services, Inc

Statement

of Assets Acquired and Liabilities Assumed

of July 1, 2026

Assets Acquired

Current assets:

Trade receivables, net

$ 141,367

Pre-paid Expenses

38,994

Total current assets

180,361

Property and equipment, net

24,812

Right-of-use operating lease assets

204,393

Total assets acquired

409,566

Liabilities Assumed

Current liabilities:

Accounts payable

155,009

Operating lease liabilities - short-term

55,207

Contract liabilities

2,396,007

Total current liabilities

2,606,223

Long-term operating lease liabilities

149,186

Total liabilities assumed

2,755,409

Net assets acquired

$ (2,345,843 )

Plant

Engineering Services, Inc

Notes

to Statement of Assets Acquired and Liabilities Assumed

Note

1 – Description of Business

July 1, 2026, Cemtrex, Inc. (the “Company”), through its wholly owned subsidiary Advanced Industrial Services (“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”).

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.

The

total purchase price consisted of the following components:

Total consideration:

Cash consideration

$ 3,500,000

Less transaction fees and expenses

279,793

Total cash consideration

3,220,207

Contingent consideration (1)

859,031

Working capital adjustments, net

(508,814 )

Total fair value of purchase price

$ 3,570,424

(1) See

Note 3, Contingent Consideration and Earnout Arrangements for additional information.

Note

2 – Significant Accounting Policies

Use

of Estimates

The

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of

America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported

amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basis

of Presentation

The

accompanying statement of assets acquired and liabilities assumed has been prepared for the purpose of presenting the assets acquired

and liabilities assumed in the acquisition of PES by Cemtrex, Inc. as of July 1, 2026, in accordance with a request for relief granted

by the Securities and Exchange Commission (“SEC”), the Statement of Assets Acquired and Liabilities Assumed of PES (the “Statement”)

The

statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) as required by Rule 3-05 of SEC Regulation S-X

This

statement is not intended to present the complete financial position, results of operations, or cash flows of the acquired business and

should be read in conjunction with the related notes describing the acquisition transaction and the basis used to measure the assets

acquired and liabilities assumed.

accordance with a request for relief granted by the Securities and Exchange Commission (“SEC”), the Statement of Assets Acquired

and Liabilities Assumed of PES (the “Statement”), prepared on the basis of the Company’s allocation of the purchase

price, is provided in lieu of certain historical financial information of PES required by Rule 3-05 of SEC Regulation S-X.

Commitment

and Contingencies

The

Company follows topic Accounting Standards Codification (“ASC”) Topic 450-20, Contingencies, to report accounting

for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in

a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such

contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal

proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the

perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected

to be sought therein.

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment

indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,

then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be

disclosed.

Loss

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on

the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters

will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Accounts

Receivables and Allowance for Current Expected Credit Losses

Accounts

receivables are recorded at the invoiced amount, net of an allowance for current expected credit losses. The Company performs on-going

credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness,

as determined by the review of their current credit information; and determines the allowance based on the current expected credit loss

(“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized

cost.

The

Company estimates credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which

utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic

conditions, and reasonable and supportable forecasts.

July 1, 2026, approximately 100% of the Company’s accounts receivable were from two customers.

Prepaid

Expenses and Other Current Assets

Prepaid

expenses include amounts paid in advance for rent, subscriptions, and contracts whose term exceeds three months and deferred expenses.

Prepaid expenses are initially recorded as a current asset and amortized to expense over the period the goods or services are consumed.

Other current assets include items such as advances to vendors and deposits.

Property

and Equipment

Property

and equipment are carried at cost. Any self-constructed property and equipment is recorded at the total cost of the materials plus a

standard cost for labor and overhead. Depreciation of property and equipment is determined using the double declining balance method

for financial statement purposes at rates based on an estimated useful life of 5 years for all assets.

Contracts

The

Company’s revenue is derived from contracts with customers. Generally, contracts have a period from six months to two years.

The

Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified,

(iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable.

The Company considers the start of a project to be when the above criteria have been met, and it has written authorization from the customer

to proceed.

The

Company’s revenue from contracts is recognized on the percentage-of-completion method, measured by the percentage of costs incurred

to estimated total costs for each contract. When the job is started and in process, all actual costs incurred (labor and materials) are

processed and reconciled at month end. The percentage of completion and revenue earned is calculated at month end. Billings are created

based on contract criteria agreed upon and reconciled to determine if any costs in excess of billing or billings in excess of costs exist.

Changes in job performance, job conditions, estimated contract costs and profitability, and final contract settlements may result in

revisions to costs and income. The effects of these revisions are recognized in the period in which the revisions are determined. Provisions

for estimated losses on uncompleted contracts are made in the period in which such losses are determined. This measurement and comparison

process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments

and judgments.

of July 1, 2026, the Company had $2,396,007 of contract liabilities which are expected to be recognized as revenue within the

next year.

Leases

The

Company accounts for leases in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). ASC 842 requires

that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial

position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying

asset for the lease term. The Company has a single lease for approximately 10,438 square feet of office and warehouse space in Fort Wayne,

Indiana. The weighted remaining term of our operating leases was approximately 3.5 years at June 30, 2026. The discount rate used to

measure lease liabilities was approximately 4.43% at June 30, 2026. 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 also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or

less.

reconciliation of undiscounted cash flows to operating lease liabilities recognized in the assets acquired and liabilities assumed at

June 30, 2026, is set forth below:

Years ending December 31,

Operating Leases

Remainder of 2026

$ 31,575

2027

63,150

2028

63,150

2029

63,150

2030 and thereafter

Undiscounted lease payments

221,025

Amount representing interest

(16,632 )

Discounted lease payments

204,393

Less short-term lease liabilities

55,207

Long-term lease liabilities

$ 149,186

Note

3 – Contingent Consideration and Earnout Arrangements

connection with the acquisition of PES, completed on July 1, 2026, the Company may be obligated to issue additional consideration in

the form of cash (the “Earnout Consideration”), contingent upon the achievement of financial performance milestones during

defined measurement periods (collectively, the “Earnout Periods”). The Earnout Consideration is structured in three potential

tranches.

First

Earnout Tranche

Year 1 Gross Profit of the Buyer is equal to or greater than Three Million and 00/100 Dollars ($3,000,000.00), then Seller shall earn

earnout consideration (“First Earnout Consideration”) equal to the following amounts based on the amount of Year 1 Gross

Profit of the Buyer, as listed below:

(A) If

Year 1 Gross Profit is less than $2,550,000.00, the First Earnout Consideration shall be

Zero and 00/100 Dollars ($0.00);

(B) If

Year 1Gross Profit is greater than or equal to $2,550,000.00 and less than or equal to $2,700,000.00,

the First Earnout Consideration shall be One Hundred Sixty-Six Thousand Six Hundred Seven

and 00/100 Dollars ($166,667.00);

Year 1 Gross Profit is greater than $2,700,000.00 and less than or equal to $3,000,000.00,

the First Earnout Consideration shall be Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00);

(D) If

Year 1 Gross Profit is greater than $3,000,000.00 and less than or equal to $3,150,000.00,

the First Earnout Consideration shall be Three Hundred Thirty-Three Thousand Three Hundred

Thirty-Three and 33/100 Dollars ($333,333.33);

(E) If

Year 1 Gross Profit is greater than $3,150,000.00 and less than or equal to $3,300,000.00,

the First Earnout Consideration shall be Four Hundred Sixteen Thousand Six Hundred Sixty-Seven

and 00/100 Dollars ($416,667.00);

(F) If

Year 1 Gross Profit is greater than $3,300,000.00 and less than or equal to $3,450,000.00,

the First Earnout Consideration shall be Five Hundred Thousand and 00/100 Dollars ($500,000.00);

(G) If

Year 1 Gross Profit is greater than $3,450,000.00, the First Earnout Consideration shall

be Five Hundred Eighty-Three Thousand Three Hundred Thirty-Three and 00/100 Dollars ($583,333.00).

Notwithstanding

anything to the contrary herein, in no event shall the First Earnout Consideration exceed Five Hundred Eighty-Three Thousand Three Hundred

Thirty-Three and 00/100 Dollars ($583,333.00). Further notwithstanding anything to the contrary herein, no portion of the First Earnout

Consideration shall be earned if the Year 1 Gross Profit of the Buyer is less than Two Million Five Hundred Fifty Thousand and 00/100

Dollars ($2,550,000.00).

any portion of the First Earnout Consideration is earned, then the Buyer shall make payment to the Seller of such amount in the form

of a cash payment within sixty (60) days of the date that such amount is finally determined, to an account designated in writing by the

Seller; provided, however, that, at Seller’s written direction, Buyer may remit all or any portion of such payment directly to

Shareholder or an account designated by Shareholder as an administrative convenience, and any such payment shall be deemed made to Seller

and shall satisfy Buyer’s payment obligation with respect thereto.

Second

Earnout Tranche

Year 2 Gross Profit of the Buyer is equal to or greater than Three Million Six Hundred Thousand and 00/100 Dollars ($3,600,000.00), then

Seller shall earn earnout consideration (“Second Earnout Consideration”) equal to the following amounts based on the

amount of Year 2 Gross Profit of the Buyer, as listed below:

(A) If

Year 2 Gross Profit is less than $3,006,000.00, the Second Earnout Consideration shall be

Zero and 00/100 Dollars ($0.00);

(B) If

Year2Gross Profit is greater than or equal to $3,006,000.00 and less than or equal to $3,240,000.00,

the Second Earnout Consideration shall be One Hundred Sixty-Six Thousand Six Hundred Seven

and 00/100 Dollars ($166,667.00);

Year 2 Gross Profit is greater than $3,240,000.00 and less than or equal to $3,600,000.00,

the Second Earnout Consideration shall be Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00);

(D) If

Year 2 Gross Profit is greater than $3,600,000.00 and less than or equal to $3,780,000.00,

the Second Earnout Consideration shall be Three Hundred Thirty-Three Thousand Three Hundred

Thirty-Three and 33/100 Dollars ($333,333.33);

(E) If

Year 2 Gross Profit is greater than $3,780,000.00 and less than or equal to $3,960,000.00,

the Second Earnout Consideration shall be Four Hundred Sixteen Thousand Six Hundred Sixty-Seven

and 00/100 Dollars ($416,667.00);

(F) If

Year 2 Gross Profit is greater than $3,960,000.00 and less than or equal to $4,140,000.00,

the Second Earnout Consideration shall be Five Hundred Thousand and 00/100 Dollars ($500,000.00);

(G) If

Year 2 Gross Profit is greater than $4,140,000.00, the Second Earnout Consideration shall

be Five Hundred Eighty-Three Thousand Three Hundred Thirty-Three and 00/100 Dollars ($583,333.00).

Notwithstanding

anything to the contrary herein, in no event shall the Second Earnout Consideration exceed Five Hundred Eighty-Three Thousand Three Hundred

Thirty-Three and 00/100 Dollars ($583,333.00). Further notwithstanding anything to the contrary herein, no portion of the Second Earnout

Consideration shall be earned if the Year 2 Gross Profit of the Buyer is less than Four Million One Hundred Forty Thousand and 00/100

Dollars ($4,140,000.00).

Payment

of Second Earnout Consideration. If any portion of the Second Earnout Consideration is earned, then the Buyer shall make payment to the

Seller of such amount in the form of a cash payment within sixty (60) days of the date that such amount is finally determined, to an

account designated in writing by the Seller; provided, however, that, at Seller’s written direction, Buyer may remit all or any

portion of such payment directly to Shareholder or an account designated by Shareholder as an administrative convenience, and any such

payment shall be deemed made to Seller and shall satisfy Buyer’s payment obligation with respect thereto.

Third

Earnout Tranche

Year 3 Gross Profit of the Buyer is equal to or greater than Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00), then

Seller shall earn earnout consideration (“Third Earnout Consideration” and collectively with the First Earnout Consideration

and Second Earnout Consideration, the “Earnout Consideration”) equal to the following amounts based on the amount of Year

3 Gross Profit of the Buyer, as listed below:

(A) If

Year 3 Gross Profit is less than $3,570,000.00, the Third Earnout Consideration shall be

Zero and 00/100 Dollars ($0.00);

(B) If

Year 3 Gross Profit is greater than or equal to

and less than or equal to $3,780,000.00, the Third Earnout Consideration shall be One Hundred

Sixty-Six Thousand Six Hundred Seven and 00/100 Dollars ($166,667.00);

(D) If

Year 3 Gross Profit is greater than $3,780,000.00 and less than or equal to $4,200,000.00,

the Third Earnout Consideration shall be Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00);

(E) If

Year 3 Gross Profit is greater than $4,200,000.00 and less than or equal to $4,410,000.00,

the Third Earnout Consideration shall be Three Hundred Thirty-Three Thousand Three Hundred

Thirty-Three and 33/100 Dollars ($333,333.33);

(F) If

Year 3 Gross Profit is greater than $4,410,000.00 and less than or equal to $4,620,000.00,

the Third Earnout Consideration shall be Four Hundred Sixteen Thousand Six Hundred Sixty-Seven

and 00/100 Dollars ($416,667.00);

(G) If

Year 3 Gross Profit is greater than $4,620,000.00 and less than or equal to $4,830,000.00,

the Third Earnout Consideration shall be Five Hundred Thousand and 00/100 Dollars ($500,000.00);

(H) If

Year 3 Gross Profit is greater than $4,830,000.00, the Third Earnout Consideration shall

be Five Hundred Eighty-Three Thousand Three Hundred Thirty-Three and 00/100 Dollars ($583,333.00).

Notwithstanding

anything to the contrary herein, in no event shall the Third Earnout Consideration exceed Five Hundred Eighty-Three Thousand Three Hundred

Thirty-Three and 00/100 Dollars ($583,333.00). Further notwithstanding anything to the contrary herein, no portion of the Third Earnout

Consideration shall be earned if the Year 3 Gross Profit of the Buyer is less than Four Million Eight Hundred Thirty Thousand and 00/100

Dollars ($4,830,000.00).

Payment

of Third Earnout Consideration. If any portion of the Third Earnout Consideration is earned, then the Buyer shall make payment to the

Seller of such amount in the form of a cash payment within sixty (60) days of the date, to an account designated in writing by the Seller;

provided, however, that, at Seller’s written direction, Buyer may remit all or any portion of such payment directly to Shareholder

or an account designated by Shareholder as an administrative convenience, and any such payment shall be deemed made to Seller and shall

satisfy Buyer’s payment obligation with respect thereto.

EX-99.2

Filename: ex99-2.htm · Sequence: 4

Exhibit

99.2

Unaudited

Proforma Combined Financial Information

The

following unaudited proforma combined balance sheet of Cemtrex, Inc. (“the Company”) for the interim period ended June 30,

2026, is presented as if the acquisition of Plant Engineering Services, Inc. (“PES”) referred to herein as the “Acquisition”

had occurred on June 30, 2026.

The

accompanying unaudited proforma combined balance sheet is based on the historical balance sheet of the Company after giving proforma

effect to the Company’s acquisition of PES and its related assets, liabilities and personnel and gives effect to: (i) the cash

used to fund consideration and (ii) the acquisition of PES. The consideration and the acquisition of PES are hereby referred to as the

“Transaction”.

The

unaudited proforma combined balance sheet has been derived from and should be read in conjunction with the Company’s historical

unaudited consolidated balance sheet. The financial statements of the Company for the period ended June 30, 2026, are included in the

Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 14, 2026.

The

unaudited proforma combined balance sheet includes unaudited proforma adjustments that are factually supportable and directly attributed

to the Acquisition. The unaudited proforma adjustments are expected to have a continuing impact on the consolidated results. Assumptions

underlying the proforma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited proforma

combined balance sheet.

The

unaudited proforma adjustments are based upon available information and certain assumptions that the Company’s management believe

are reasonable. The unaudited proforma combined balance sheet is presented for informational purposes only and are not necessarily indicative

of the Company’s financial position.

The

Company’s management expects that the strategic and financial benefits of the acquisition of PES will result in certain cost saving

opportunities, which have not been reflected in the accompanying unaudited proforma combined balance sheet.

The

acquisition of PES will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting

Standards Codification Topic 805, Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired

and liabilities assumed at fair value as of the date control is obtained. Accordingly, the consideration transferred will be allocated

to the underlying net assets in proportion to their respective fair values. The fair value of PES’ identifiable tangible and intangible

assets acquired and liabilities assumed are based on a preliminary estimate of fair value. Any excess of the purchase price over the

estimated fair values of the net assets acquired will be recorded as goodwill. The allocation of the purchase price to acquired assets

and assumed liabilities based on their underlying fair values requires the extensive use of significant estimates and the Company’s

judgment. The Company’s management believes the fair values recognized for the acquired assets and assumed liabilities are based

on reasonable estimates and assumptions based on information currently available. All assets acquired and liabilities assumed have been

recognized at their respective book values, which the Company’s management believes materially approximate their respective fair

values. The excess of estimated purchase price over the estimated fair value of the net assets acquired of $5,403,782 has been

preliminarily allocated to goodwill. The allocation of purchase price is preliminary at this time and will remain as such until the Company

completes valuations and other studies to finalize the valuation of the net assets acquired. The final allocation of the purchase price

is dependent on a number of factors, including the final valuation of the fair value of all tangible and intangible assets acquired and

liabilities assumed as of the closing date of the acquisition of PES when additional information will be available. Such final adjustments,

including changes to depreciable tangible and amortizable intangible assets, may be material.

The

unaudited proforma combined balance sheet should be read in conjunction with the following information:

● The

notes to the unaudited proforma combined balance sheet.

● The

Company’s unaudited consolidated financial statements as of and for the fiscal period

ended June 30, 2026, which are included in the Company’s Quarterly Report on Form 10-Q

as of and for the quarter ended June 30, 2026.

● The

audited assets acquired and liabilities assumed of PES as of July 1, 2026, which is included

in Exhibit 99.1 herein; and

Proforma

Combined Balance Sheets

June

30, 2026

Unaudited

PES

Assets

Cemtrex Inc.

Acquired

& Liabilities Assumed

Pro Forma

Adjustments

June 30, 2026

Acquisition

Notes

Pro Forma Combined

Assets

Current assets

Cash and cash equivalents

$ 7,972,128

(2,711,393 )

4(a)

$ 5,260,735

Restricted cash

1,329,612

Marketable securities

3,701,907

Trade receivables, net

12,520,180

141,367

12,661,547

Trade receivables, net - related party

436,453

Inventory, net

8,035,295

Contract assets, net

1,659,157

Prepaid expenses and other current assets

1,847,892

38,994

1,886,886

Total current assets

37,502,624

180,361

(2,711,393 )

34,971,592

Property and equipment, net

16,612,511

24,812

93,485

4(b)

16,730,808

Right-of-use operating lease assets

2,750,789

204,393

(12,170 )

4(b)

2,943,012

Right-of-use financing lease assets

38,010

Digital assets

970,519

Goodwill

7,686,141

5,403,782

4(a)

13,089,923

Intangible assets, net of amortization

2,833,500

419,000

4(a)

2,252,500

Other

1,611,263

Total Assets

$ 70,005,357

$ 409,566

3,192,704

$ 73,607,627

Liabilities & Stockholders’ Equity

Current liabilities

Accounts payable

4,877,828

155,009

5,032,837

Sales tax payable

60,056

Revolving line of credit

2,392,830

Current maturities of long-term liabilities

8,055,879

Operating lease liabilities - short-term

1,213,307

55,207

(5,644

)

4(b)

1,262,870

Financing lease liabilities - short-term

312,560

Deposits from customers

569,933

Accrued expenses

2,295,479

859,031

4(a)

3,154,510

Accrued payable on inventory in transit

756,241

Contract liabilities

2,520,458

2,396,007

4,916,465

Deferred revenue

838,154

Accrued income taxes

454,510

Total current liabilities

24,347,235

2,606,223

853,387

27,806,845

Long-term liabilities

Long-term debt

8,577,988

Long-term operating lease liabilities

1,585,473

149,186

(6,526

)

4(b)

1,728,133

Other long-term liabilities

290,000

Deferred Revenue - long-term

341,058

Warrant liabilities

2,866,152

Total long-term liabilities

13,660,671

149,186

(6,526

)

13,803,331

Total liabilities

38,007,906

2,755,409

846,861

41,610,176

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

(liquidation value of $10 per share)

2,983

Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at

June 30, 2026

Common stock, $0.001 par value, 70,000,000 shares authorized, 1,259,716 shares issued and outstanding at June 30, 2026

1,260

10,000

(10,000 )

4(c)

1,260

Additional paid-in capital

153,092,747

(Accumulated deficit)/Retained earnings

(123,526,332 )

(2,355,843 )

2,355,843

4(c)

(123,526,332 )

Treasury stock, 64,100 shares of Series 1 Preferred Stock at June 30, 2026

(148,291 )

Accumulated other comprehensive income

2,575,034

Total Cemtrex stockholders’ equity

31,997,451

(2,345,843 )

2,345,843

31,997,451

Total liabilities and shareholders’ equity

$ 70,005,357

$ 409,566

$ 3,192,704

$ 73,607,627

Notes

to the Unaudited Proforma Combined Balance sheet

Note

1 – Description of the Transaction

July 1, 2026, the “Company, through its wholly owned subsidiary Advanced Industrial Services (“AIS”), completed

the acquisition of substantially all of the assets of PES, Inc, an Indiana corporation 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”).

The

total consideration given by Cemtrex to the seller of PES was approximately $2.7 million in cash and $0.86 million in contingent consideration.

Cemtrex funded the transaction with cash.

Note

2 – Reclassifications

part of the Company’s integration efforts, the Company will continue its process of evaluating whether there are any significant

differences in accounting policies that would require adjustment or reclassification of PES’ results of operations in order to

conform to the Company’s accounting policies and classifications. As a result of that ongoing evaluation, the Company may identify

differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited

proforma combined balance sheet.

During

the preparation of the unaudited proforma combined balance sheet, the Company was not aware of any material differences between accounting

policies of the two companies, except for certain reclassifications necessary to conform to the Company’s financial presentation,

and accordingly, the unaudited proforma combined statement of operations does not assume any material differences in accounting policies

between the two companies.

Note

3 – Fair Value of Assets Acquired, Liabilities Assumed and Calculation of Goodwill

The

total purchase price has been allocated in the accompanying unaudited proforma combined balance sheet based on (i) the amounts reported

in the historical statements of PES, or (ii) management’s preliminary estimates of fair value. The Company’s management reviewed

various other asset allocations of similar market transactions and applied corresponding relative values of the intangibles compared

to the purchase price. The estimated amortization periods are consistent with those used for similar market transactions and amortization

is accounted for on a straight-line basis. The percentages assigned are an initial estimate and are subject to change once the detailed

third-party purchase price accounting analysis is completed.

The

proforma purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of

PES’ identifiable tangible and intangible assets acquired and liabilities assumed as of July 1, 2026. The final allocation of the

purchase price will be determined within one year from the closing date of the PES acquisition. As such, the purchase price allocation

may change, and such changes could result in a material change to the unaudited proforma combined balance sheet.

The

Company determined that customer relationships and tradenames were the primary intangibles 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 customer relationships are 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 customer relationships and tradenames.

The

preliminary allocation of PES’ tangible and intangible assets and liabilities under this methodology as if the acquisition on June

30, 2026, is as follows:

Consideration Transferred:

Cash

$ 2,711,393

Contingent consideration at fair market value

859,031

Total consideration transferred

$ 3,570,424

Purchase Price Allocation:

Trade receivables, net

141,367

Prepaid expenses and other current assets

38,994

Property and equipment, net

118,297

Right-of-use operating lease assets

192,223

Intangible assets

419,000

Accounts Payable

(155,009 )

Contract liabilities

(2,396,007 )

Operating lease liabilities

(192,223 )

Goodwill

5,403,782

Total consideration transferred

$ 3,570,424

Note

4 – Proforma Adjustments

The

proforma adjustments included in the accompanying information do not reflect the final Acquisition purchase consideration. The allocation

of consideration to the various tangible and intangible assets acquired and liabilities assumed is preliminary and subject to change.

This note should be read in conjunction with “Note 1 – Description of The Transactions and “Note 2 – Reclassifications.”

Adjustments included in the column “Acquisition” to the accompanying unaudited proforma combined balance sheet as of June

30, 2026:

Unaudited

Proforma Combined Balance Sheet

(a)

Purchase Price Allocation

reflect the consideration of $2,711,393 cash and $859,031 of contingent consideration upon the consummation of the transaction.

Adjustment also reflects the establishment of preliminary goodwill of $5,403,782, and intangible assets of $419,000 at the time of the transaction.

(b)

Fair Market Valuation

reflect the estimated fair market value of the fixed assets acquired and adjust term and discount rate on lease liabilities

and associated right-of-use assets.

(c)

Elimination of Equity Balances

reflect the elimination of PES’ equity balances in combination.

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v3.26.3

Cover

Jul. 01, 2026

Cover [Abstract]

Document Type

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Amendment Description

July 6, 2026, Cemtrex, Inc. (the “Company”) filed its Current Report on Form 8-K (the “Original Form 8-K”) with

the U.S. Securities and Exchange Commission (the “SEC”) to report that the Company (the “Buyer”), completed the

previously announced 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”).

Document Period End Date

Jul. 01, 2026

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

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756-9116

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