UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from ___________to ____________

Commission File Number 001-37464

CEMTREX, INC.

(Exact name of registrant as specified in its charter)

Delaware

30-0399914

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

135 Fell Ct. Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

631-756-9116

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock		CETX		Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of February 7, 2025, the issuer had 1,784,575 shares of common stock issued and outstanding.

Table of Contents

CEMTREX, INC. AND SUBSIDIARIES

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

	Condensed Consolidated Balance Sheets as of December 31, 2024 (Unaudited) and September 30, 2024	3

	Condensed Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Loss for the three months ended December 31, 2024 and 2023 (Unaudited)	4

	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended December 31, 2024 (Unaudited)	5

	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended December 31, 2023 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flow for the three months ended December 31, 2024 and 2023 (Unaudited)	7

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26

Item 4. Controls and Procedures		29

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		30

Item 1A Risk Factors		30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 3. Defaults Upon Senior Securities		30

Item 4. Mine Safety Disclosures		30

Item 5. Other Information		30

Item 6. Exhibits		31

SIGNATURES		32

Part I. Financial Information.

Item 1. Financial Statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	(Unaudited)
	December 31,			September 30,
	2024			2024
Assets
Current assets
Cash and cash equivalents	$	4,224,130		$	3,897,511
Restricted cash		1,240,124			1,522,881
Trade receivables, net		9,202,802			11,159,676
Trade receivables, net - related party		524,838			685,788
Trade receivables, net		524,838			685,788
Inventory, net		11,115,435			6,988,529
Contract assets, net		1,541,239			985,207
Prepaid expenses and other current assets		1,195,128			1,456,687
Total current assets		29,043,696			26,696,279

Property and equipment, net		9,695,289			9,133,578
Right-of-use operating lease assets		1,837,769			1,933,378
Royalties receivable, net - related party		274,756			456,611
Goodwill		3,708,347			3,708,347
Other		2,129,566			2,187,265
Total Assets	$	46,689,423		$	44,115,458

Liabilities & Stockholders’ Equity
Current liabilities
Accounts payable	$	3,469,117		$	4,520,173
Sales tax payable		9,515			73,024
Revolving line of credit		4,096,898			3,125,011
Current maturities of long-term liabilities		6,745,423			4,732,377
Operating lease liabilities - short-term		845,535			832,823
Deposits from customers		320,130			408,415
Accrued expenses		1,628,618			1,393,902
Accrued payable on inventory in transit		5,149,660			640,450
Contract liabilities		1,279,185			1,254,204
Deferred revenue		1,206,052			1,297,616
Accrued income taxes		163,170			314,827
Total current liabilities		24,913,303			18,592,822
Long-term liabilities
Long-term debt		11,893,371			13,270,178
Long-term operating lease liabilities		1,049,307			1,159,204
Other long-term liabilities		307,468			274,957
Deferred Revenue - long-term		560,653			658,019
Warrant liabilities		9,454,842			5,199,436
Total long-term liabilities		23,265,641			20,561,794
Total liabilities		48,178,944			39,154,616

Commitments and contingencies		-			-

Stockholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized,
Series 1, 3,000,000 shares authorized, 2,579,994 shares issued and
2,515,894 shares outstanding as of December 31, 2024 and 2,456,827 shares issued and
2,392,727 shares outstanding as of September 30, 2024 (liquidation value of $10 per share)		2,580			2,457
Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at
December 31, 2024 and September 30, 2024		50			50
Preferred stock value		50			50
Common stock, $0.001 par value, 70,000,000 shares authorized,
1,784,575 shares issued and outstanding at December 31, 2024 and
14,176 shares issued and outstanding at September 30, 2024		1,785			14
Common stock, $0.001 par value, 70,000,000 shares authorized, 1,784,585 shares issued and outstanding at December 31, 2024 and 14,176 shares issued and outstanding at September 30, 2024		1,785			14
Additional paid-in capital		95,876,237			73,262,536
Accumulated deficit		(100,109,753	)		(71,355,386	)
Treasury stock, 64,100 shares of Series 1 Preferred Stock at December 31, 2024,
and September 30, 2024		(148,291	)		(148,291	)
Treasury stock, 64,100 shares of Series 1 Preferred Stock at December 31, 2024, and September 30, 2024		(148,291	)		(148,291	)
Accumulated other comprehensive income		2,817,858			2,949,297
Total Cemtrex stockholders’ equity		(1,559,534	)		4,710,677
Non-controlling interest		70,013			250,165
Total liabilities and stockholders’ equity	$	46,689,423		$	44,115,458

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	December 31, 2024			December 31, 2023
	For the three months ended
	December 31, 2024			December 31, 2023

Revenues		13,739,899			16,878,166
Cost of revenues		8,037,963			9,795,767
Gross profit		5,701,936			7,082,399
Operating expenses
General and administrative		7,093,289			6,971,966
Research and development		890,083			848,805
Total operating expenses		7,983,372			7,820,771
Operating loss		(2,281,436	)		(738,372	)
Other (expense)/income
Other income, net		34,973			78,411
Interest expense		(483,913	)		(583,683	)
Loss on exercise of warrant liabilities		(15,796,105	)		-
Changes in fair value of warrant liability		(10,020,212	)		-
Total other expense, net		(26,265,257	)		(505,272	)
Net loss before income taxes		(28,546,693	)		(1,243,644	)
Income tax expense		(120,538	)		(70,751	)
Loss from Continuing operations		(28,667,231	)		(1,314,395	)
(Loss)/income from discontinued operations, net of tax		(267,288	)		10,492
Net loss		(28,934,519	)		(1,303,903	)
Less net loss in noncontrolling interest		(180,152	)		(96,409	)
Net loss attributable to Cemtrex, Inc. stockholders	$	(28,754,367	)	$	(1,207,494	)
(Loss)/income per share - Basic & Diluted
Continuing Operations	$	(16.15	)	$	(2,440.85	)
Discontinued Operations	$	(0.15	)	$	21.03
Weighted Average Number of Shares-Basic & Diluted		1,764,341			499

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	December 31, 2024			December 31, 2023
	For the three months ended
	December 31, 2024			December 31, 2023
Other comprehensive loss
Net loss	$	(28,934,519	)	$	(1,303,903	)
Foreign currency translation (loss)/gain		(131,439	)		227,764
Comprehensive loss		(29,065,958	)		(1,076,139	)
Comprehensive loss attributable to noncontrolling interest		(180,152	)		(96,409	)
Comprehensive loss attributable to Cemtrex, Inc. stockholders	$	(28,885,806	)	$	(979,730	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Stock			Income			Equity			interest
	Preferred Stock Series 1				Preferred Stock Series C				Common Stock Par										Treasury Stock, 64,100 shares of			Accumulated
	Par Value $0.001				Par Value $0.001				Value $0.001				Additional						Series 1			other			Cemtrex			Non-
	Number of				Number of				Number of				Paid-in			Accumulated			Preferred			Comprehensive			Stockholders’			controlling
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Stock			Income			Equity			interest
Balance at September 30, 2024		2,456,827	$	2,457		50,000	$	50		14,176	$	14	$	73,262,536		$	(71,355,386	)	$	(148,291	)	$	2,949,297		$	4,710,677		$	250,165
Foreign currency translation loss																							(131,439	)		(131,439	)
Share-based compensation														4,087												4,087
Dividends paid in Series 1 preferred shares		123,167		123										(123	)											-
Exercise of Series A warrants										1,436,749		1,437		21,514,340												21,515,777
Exercise of Series B warrants										333,650		334		1,095,397												1,095,731
Income/(loss) attributable to noncontrolling interest																													(180,152	)
Net loss								-									(28,754,367	)		-						(28,754,367	)
Balance at December 31, 2024		2,579,994	$	2,580		50,000	$	50		1,784,575	$	1,785	$	95,876,237		$	(100,109,753	)	$	(148,291	)	$	2,817,858		$	(1,559,534	)	$	70,013

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity (Continued)

(Unaudited)

	Preferred Stock Series 1				Preferred Stock Series C				Common Stock Par
	Par Value $0.001				Par Value $0.001				Value $0.001
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Treasury Stock, 64,100 shares of Series 1 Preferred Stock			Accumulated other Comprehensive Income		Cemtrex Stockholders’ Equity			Non- controlling interest
Balance at September 30, 2023		2,293,016	$	2,293		50,000	$	50		498	$	1	$	68,882,750		$	(64,125,895	)	$	(148,291	)	$	3,076,706	$	7,687,614		$	656,179
Balance		2,293,016	$	2,293		50,000	$	50		498	$	1	$	68,882,750		$	(64,125,895	)	$	(148,291	)	$	3,076,706	$	7,687,614		$	656,179
Foreign currency translation gain																							227,764		227,764
Share-based compensation														7,557											7,557
Shares issued to pay notes payable										5				40,000											40,000
Dividends paid in Series 1 preferred shares		115,037		115										(115	)										-
Income/(loss) attributable to noncontrolling interest																									-			(96,409	)
Net loss								-									(1,207,494	)		-					(1,207,494	)
Balance at December 31, 2023		2,408,053	$	2,408		50,000	$	50		503	$	1	$	68,930,192		$	(65,333,389	)	$	(148,291	)	$	3,304,470	$	6,755,441		$	559,770
Balance		2,408,053	$	2,408		50,000	$	50		503	$	1	$	68,930,192		$	(65,333,389	)	$	(148,291	)	$	3,304,470	$	6,755,441		$	559,770

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2024			2023
	For the three months ended December 31,
	2024			2023
Cash Flows from Operating Activities
Net loss	$	(28,934,519	)	$	(1,303,903	)

Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization		337,259			368,301
Loss on disposal of property and equipment		18,846			-
Noncash lease expense		254,695			193,281
Bad debt (recovery)/expense		(7,367	)		11,964
Contract modification - related party		280,545			-
Share-based compensation		4,087			7,557
Shares issued to pay for services		-			40,000
Accrued interest on notes payable		262,107			327,132
Non-cash royalty income		(13,797	)		(13,282	)
Amortization of original issue discounts on notes payable		4,167			-
Loan origination costs		5,000			18,133
Loss on exercise of warrant liabilities		15,796,105			-
Changes in fair value of warrant liability		10,020,212			-

Changes in operating assets and liabilities net of effects from acquisition
of subsidiaries:
Trade receivables		1,964,241			(696,824	)
Trade receivables - related party		66,057			(163,349	)
Inventory		(4,126,906	)		800,602
Contract assets		(556,032	)		45,066
Prepaid expenses and other current assets		261,559			636,906
Other assets		157,699			(54,592	)
Accounts payable		(1,051,056	)		(2,072,392	)
Accounts payable - related party		-			221
Sales tax payable		(63,509	)		(25,116	)
Operating lease liabilities		(256,271	)		(193,130	)
Deposits from customers		(88,285	)		26,179
Accrued expenses		4,743,926			(941,698	)
Contract liabilities		24,981			8,406
Deferred revenue		(188,930	)		(54,982	)
Income taxes payable		(149,142	)		(7,823	)
Other liabilities		32,511			(95,730	)
Net cash used by operating activities		(1,201,817	)		(3,139,073	)

Cash Flows from Investing Activities
Purchase of property and equipment		(924,428	)		(290,666	)
Proceeds from sale of property and equipment		5,529			-

SEC Form 10-Q filed by Cemtrex Inc.