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): November 713, 2025

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.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 1.01 Entry into a Material Definitive Agreement

On November 713, 2025, Cemtrex, Inc. (the “Company”) ~~issued~~entered into a ~~Promissory~~Share ~~Note~~Purchase Agreement (“~~Note~~Agreement”) with ~~Streeterville~~Karl F. ~~Capital~~Kiefer, ~~LLC~~an inindividual ~~the~~resident ~~original principal amount~~ of ~~$7,025,000.~~Texas ~~From~~(the ~~November 7~~“Seller”), ~~2025,~~and ~~until December 31~~Invocon, ~~2025~~Inc., ~~interest~~a ~~will~~Texas ~~accrue~~corporation on(“Invocon”) for the ~~outstanding~~purchase ~~balance~~ of ~~this~~Invocon. ~~Note~~The ~~at a~~Company ~~per~~expects ~~annum rate of interest equal~~ to ~~the~~complete ~~daily Secured Overnight Financing Rate (SOFR) as quoted by~~ the ~~Federal~~transaction ~~Reserve~~on ~~Bank~~or ofaround ~~New York. From~~ January 1, 2026, ~~until~~and ~~this Note~~ is ~~paid~~contingent inon ~~full,~~customary closing ~~interest~~conditions. ~~will~~The ~~accrue~~Agreement atis for the ~~rate~~purchase of ~~eight percent (8~~100%) ~~per annum. After original issuance fees~~ of ~~$25,000,~~ the ~~Company~~issued ~~received~~and ~~cash~~outstanding shares of ~~$7,000,000~~Invocon for ~~this~~the ~~agreement.~~purchase ~~If this Note is outstanding on January~~price ~~1, 2026, a one-time additional interest fee~~ of $17,~~050~~060,000.00 will automatically be added to the outstanding balance. This Note matures eighteen (18) months from the issuance date with redemptions beginning at six (6) months from the issuance date. The Company intends to use the cash proceeds to complete potential acquisitions.

Invocon is a systems-engineering firm located near Houston, Texas. Invocon provides turnkey solutions for demanding applications in extreme environments for aerospace, defense, and civil structure monitoring. Invocon has a team of engineers and technicians who research, develop, and produce systems that are supplied to major corporations, government entities, and universities. Upon the completion of this acquisition, Cemtrex plans to establish a new segment for reporting, Aerospace & Defense.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description
10.1		Share Purchase Agreement between Cemtrex, Inc, Karl F. Kiefer, and Invocon, Inc.
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: November 12, 2025	By:	/s/ Saagar Govil
Date: November 19, 2025	By:	/s/ Saagar Govil
		Saagar Govil
		Chairman, President and Chief Executive Officer

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