Current Report · Items 1.01, 2.01, 9.01 · 8-K/A

Cemtrex Inc.

CETXNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets

Filed Mar 24, 2026Accepted Mar 24, 2026, 4:15 PM EDTCIK 1435064Accession 0001493152-26-012363

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CETXWNASDAQ · WARRANT · Historical · closed Jan 28, 2022

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Disclosure sections

Items 1.01, 2.01, 9.01

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Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement. 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. As previously disclosed in the Current Report on Form 8-K filed on January 8, 2026, 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.

Item 2.01Item 2.01 - Completion of Acquisition

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.

Filed exhibits (2)

EX-99.1 (by filename) ex99-1.htm

EX-99.1 3 ex99-1.htm EX-99.1 Exhibit 99.1 Invocon, Inc TABLE OF CONTENTS Page Independent Auditors’ Report 3 Balance 4 Sheet as of December 31, 2024 Statement 5 of Operations for the Year Ended December 31, 2024 Statement 6 of Stockholder’s Equity for the Year Ended December 31, 2024 Statement 7 of Cash Flow for the Year Ended December 31, 2024 Notes 8 to Financial Statements 2 INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Stockholders of Invocon, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Invocon, Inc. (the “Company”) as of December 31, 2024, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively ref…

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EX-99.2 (by filename) ex99-2.htm

EX-99.2 4 ex99-2.htm EX-99.2 Exhibit 99.2 INVOCON, INC. TABLE OF CONTENTS Balance Sheet as of September 30, 2025 2 Statement of Operations for the nine months Ended September 30, 2025 3 Statement of Stockholder’s Equity for the nine months Ended September 30, 2025 4 Statement of Cash Flow for the nine months Ended September 30, 2025 5 ──────────────────────────────────────────────────────────────────────────────────────────── Page Notes to Financial Statements 6 1 INVOCON, INC. BALANCE SHEET (unaudited) September 30, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── CURRENT ASSETS Cash $ 408,643 Accounts…

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