Cemtrex Inc美股招股说明书(2025-12-30版)

$2,000,000 of Common Stock (or Pre-Funded Warrants in Lieu Thereof) Cemtrex, Inc. (the “Company,” “we,” “us,” or ‘our”) is offering and selling up to $2,000,000 in aggregate offering price ofshares of our common stock, par value $0.001 per share (the “Common Stock”), or, at the election of a purchaser, pre-funded warrantsto purchase shares of Common Stock (the “Pre-Funded Warrants”) in lieu of shares of Common Stock, to a single accreditedinstitutional investor in a registered direct offering (this “Offering”). The shares of Common Stock and Pre-Funded Warrants are beingoffered pursuant to our effective shelf registration statement on Form S-3 (Registration No. 333-283995) (the “RegistrationStatement”), including the base prospectus included therein, declared effective by the Securities and Exchange Commission (the We are not offering any shares of Common Stock or Pre-Funded Warrants to the public. The purchaser has agreed to purchaseup to $2,000,000 of securities in this Offering, consisting of (i) shares of Common Stock at a purchase price of $2.25 per share, and/or(ii) Pre-Funded Warrants at a purchase price of $2.249 per Pre-Funded Warrant (representing a $0.001 exercise price per underlyingshare of Common Stock), in such proportions as the purchaser may elect, subject to a 4.99% beneficial ownership limitation. The Pre-Funded Warrants will be immediately exercisable and will remain exercisable until exercised in full. The exact number of shares ofCommon Stock and/or Pre-Funded Warrants to be sold will be determined at closing based on the purchaser’s election, but in no event The shares of Common Stock and the shares of Common Stock underlying the Pre-Funded Warrants (the “Warrant Shares”)are being offered and sold directly to the purchaser without an underwriter or placement agent. The net proceeds to us from thisOffering are estimated to be approximately $1,950,000, after deducting estimated offering expenses payable by us of approximately Our common stock is traded on the Nasdaq Capital Market, or NASDAQ, under the symbol “CETX.” On December 29,2025, the closing sale price of our common stock on NASDAQ was $2.11 per share. As of December 11, 2025, the aggregate market value of our common stock held by non-affiliates, or the public float,pursuant to General Instruction I.B.6 of Form S-3 was $24,052,573, which was calculated based on 6,911,659 shares of our commonstock outstanding held by non-affiliates as of December 11, 2025 and at a price of $3.48 per share, the last reported sale price for ourcommon stock on December 11, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a publicprimary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectussupplement and under similar headings in the accompanying prospectus and in the other documents that are incorporated by Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The actual number of shares of Common Stock and/or Pre-Funded Warrants issued will be determined at closing based on thePurchaser’s election, but the aggregate public offering price will not exceed $2,000,000. ■If the entire $2,000,000 is allocated to Common Stock, then 888,889 shares will be issued. ■If the entire $2,000,000 is allocated to Pre-Funded Warrants, then Pre-Funded Warrants to purchase 888,889 shares ofCommon Stock will be issued (subject to the 4.99% beneficial ownership limitation). The securities are being offered directly to the purchaser without an underwriter or placement agent. The purchaser hasagreed to purchase the securities pursuant to a securities purchase agreement between us and the purchaser. The date of this prospectus supplement is December 30, 2025. TABLE OF CONTENTS Prospectus You should rely only on the information we have provided or incorporated by reference in this prospectus supplement.We have not authorized anyone to provide you with information different from that contained or incorporated by reference inthis prospectus supplement. This prospectus supplement is an offer to sell only the securities offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. You should assume that the information contained in this prospectus supplement is accurate only as of their respectivedates and that any information we have incorporated by reference is accurate only as of the date of the document incorporated ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus relate to the offering of up to $2,000,000 in aggregategross proceeds of shares of o