Cemtrex Inc美股招股说明书(2026-01-09版)

CEMTREX, INC. $4,000,000 of Common Stock (or Pre-Funded Warrants in Lieu Thereof) Cemtrex, Inc. (the “Company,” “we,” “us,” or ‘our”) is offering and selling up to $4,000,000 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“SEC”) on February 3, 2025, and a prospectus supplement filed with the SEC on January 9, 2026 (together with the base prospectus,the “Prospectus”). The Offering is being made without an underwriter, placement agent, or broker-dealer. We are not offering any shares of Common Stock or Pre-Funded Warrants to the public. The purchaser has agreed to purchaseup to $4,000,000 of securities in this Offering, consisting of (i) shares of Common Stock at a purchase price of $2.722 per share,and/or (ii) Pre-Funded Warrants at a purchase price of $2.721 per Pre-Funded Warrant (representing a $0.001 exercise price perunderlying share of Common Stock), in such proportions as the purchaser may elect, subject to a 4.99% beneficial ownershiplimitation. The Pre-Funded Warrants will be immediately exercisable and will remain exercisable until exercised in full. The exactnumber of shares of Common Stock and/or Pre-Funded Warrants to be sold will be determined at closing based on the purchaser’selection, but in no event will the aggregate offering price exceed $4,000,000. Assuming no Pre-Funded Warrants are issued, theOffering would involve the issuance of 1,469,507 shares of Common Stock. If all $4,000,000 is allocated to Pre-Funded Warrants, theOffering would involve Pre-Funded Warrants to purchase 1,469,507 shares of Common Stock (subject to the 4.99% beneficialownership limitation). 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 $3,950,000, after deducting estimated offering expenses payable by us of approximately$50,000. We intend to use the net proceeds from this offering for working capital and general corporate purposes, which may includepotential future acquisitions. Our common stock is traded on the Nasdaq Capital Market, or NASDAQ, under the symbol “CETX.” On January 8, 2026,the closing sale price of our common stock on NASDAQ was $2.90 per share. As of January 9, 2026, the aggregate market value of our common stock held by non-affiliates, or the public float, pursuant toGeneral Instruction I.B.6 of Form S-3 was approximately $60,633,863. This was calculated based on a closing sale price of $7.05 pershare on December 8, 2025, multiplied by 8,600,548 shares of our common stock held by non-affiliates as of January 8, 2026.Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a valueexceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.Following the sale of shares in this Offering (the current registered direct offering announced January 9, 2026), we will have soldsecurities with an aggregate market value of approximately $11,437,500 pursuant to General Instruction I.B.6 of Form S-3 during the12-month calendar period that ends on and includes the date hereof. 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 byreference into this prospectus supplement and the accompanying prospectus. 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 $4,000,000. ■If the entire $4,000,000 is allocated to Common Stock, then 1,469,507 shares will be issued. ■If the entire $4,000,000 is allocated to Pre-Funded Warrants, then Pre-Funded Warrants to purchase 1,469,507 shares ofCommon Stock will be issued (subject to the 4.99% beneficial ownership limitation