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): January 8, 2026

CEMTREX, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware

001-37464

30-0399914

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

135 Fell Court

Hauppauge, NY

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 (17 CFR 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© under the Exchange Act (17 CFR 240.13 ©(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		CETX		Nasdaq Capital Market

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 ☐

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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed in the Current Report on Form 8-K filed on November 19, 2025, on November 13, 2025, Cemtrex, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with Karl F. Kiefer, an individual resident of Texas (the “Seller”), and Invocon, Inc., a Texas corporation (“Invocon”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares of Invocon for a purchase price of $7,060,000 in cash.

On January 8, 2026, the Company completed the acquisition of 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.

The Agreement has been included to provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Agreement were made only for the purposes of the Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the Agreement. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, Invocon, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, and other documents that the Company files or has filed with the SEC.

The foregoing description of the Agreement and the transaction is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2025 and is incorporated by reference herein.

Item 8.01 Other Events

On January 8, 2026, the Company issued a press release announcing the completion of the acquisition of Invocon, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. The financial statements of Invocon that may be required by Item 9.01(a) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(b) Pro Forma Financial Information. The pro forma financial information that may be required by Item 9.01(b) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(d) Exhibits

Exhibit No.		Description
2.1		Share Purchase Agreement, dated November 13, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2025)
99.1		Press Release dated January 8, 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: January 8, 2026	By:	/s/ Saagar Govil
		Saagar Govil
		Chairman, President and Chief Executive Officer

Exhibit 99.1

Cemtrex Completes Acquisition of Invocon, Launches Aerospace & Defense Segment and Expands Participation in Missile Defense Modernization

Hauppauge, NY – January 8, 2026 – Cemtrex, Inc. (Nasdaq: CETX), a diversified industrial and technology company, today announced the completion of its acquisition of Invocon, Inc., a Texas based aerospace and defense engineering firm. The closing follows recent operational momentum across the company and marks the formal launch of Cemtrex’s Aerospace & Defense segment, anchored by a profitable, mission critical platform with long-standing U.S. government and prime contractor relationships.

Invocon brings nearly four decades of experience designing, manufacturing, and supporting advanced instrumentation, wireless sensing, and telemetry systems deployed across satellites, launch vehicles, target missiles, and space-based platforms. Its technologies have supported 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.

Based on unaudited results from 2023 and 2024, Invocon has recently generated average annual revenues of approximately $7.4 million with operating income of approximately $1.7 million, reflecting a profitable, program driven business model built around mission critical engineering and long-term government and prime contractor relationships.

Recently, Invocon has been awarded contracts under the Missile Defense Agency’s Scalable Homeland Innovative Enterprise Layered Defense (SHIELD) indefinite delivery, indefinite quantity contract, a multi award vehicle with a total program ceiling of up to $151 billion. The SHIELD program is designed to accelerate the development and deployment of innovative, layered missile defense capabilities and reflects the Department of Defense’s shift toward speed, adaptability, and resilience in homeland defense.

The U.S. defense environment is undergoing a rapid reprioritization driven by elevated global conflict and strategic competition, increasing focus on missile defense, resilient sensing, and systems capable of operating in contested environments. At the same time, commercial space investment continues to expand across launch and satellite infrastructure, strengthening demand for flight proven engineering capabilities that translate across defense and space domains.

Cemtrex Chairman and CEO Saagar Govil commented, “This acquisition is a concrete step in our strategy to scale Cemtrex with durable, profitable platforms in markets that matter. Invocon is not an early-stage concept. It is a proven aerospace and defense business with deep technical credibility, long-standing customer relationships, and a track record of delivering systems that perform in mission critical environments.”

Govil continued, “With the acquisition closed, we are focused on expanding Invocon’s participation across missile defense modernization, prime contractor programs, and space systems where reliability and execution determine outcomes. SHIELD strengthens our access to programs designed specifically to move faster, deploy new capabilities more rapidly, and deliver layered defense solutions at scale.”

Near-term priorities following closing include:

● Maintaining continuity with Invocon’s customers and program execution while integrating financial and reporting infrastructure

● Expanding capture and proposal activity across missile defense and aerospace programs aligned with Invocon’s instrumentation, power systems, sensing, and telemetry capabilities

● Evaluating additional strategic opportunities that strengthen Cemtrex’s position across Security, Industrial, and Aerospace & Defense and support continued earnings growth

Under the terms of the definitive agreement, Cemtrex acquired 100 percent of the issued and outstanding shares of Invocon, Inc. Invocon will operate as the foundation of Cemtrex’s Aerospace & Defense segment, while benefiting from the company’s capital resources and public-company infrastructure as it pursues expanded opportunities across defense modernization and commercial space programs.

About Cemtrex

Cemtrex, Inc. (Nasdaq: CETX) is a diversified industrial and technology company operating across the Security, Industrial, and Aerospace & Defense sectors. The Company’s Security segment, led by Vicon Industries, provides advanced video management software, high-performance security cameras, and integrated surveillance solutions for enterprise, government, and critical infrastructure customers. Its Industrial segment, through Advanced Industrial Services (AIS), delivers specialized rigging, millwrighting, process piping, and equipment installation services to manufacturers nationwide. Cemtrex’s Aerospace & Defense segment, anchored by Invocon, provides mission-critical engineering, instrumentation, and sensing solutions supporting aerospace, defense, and space-based programs. With a focus on disciplined execution and strategic growth, Cemtrex is committed to building durable businesses that enhance safety, reliability, and long-term value for its customers and shareholders.

For more information, visit www.cemtrex.com.

Investor Relations:

investors@cemtrex.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the closing of the offering, gross proceeds from the offering, our new product offerings, expected use of proceeds, or any proposed fundraising activities. These forward-looking statements are based on management’s current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward looking statements. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. These risks and uncertainties are discussed under the heading “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release and we undertake no duty to update this information unless required by law.