CEMTREX INC. Files Amendment No. 2 to FORM S-1/A Registration Statement

TL;DR

<b>CEMTREX, INC. has filed an amendment to its S-1/A registration statement, indicating preparations for a public offering.</b>

AI Summary

CEMTREX INC (CETXP) filed a Amended IPO Registration (S-1/A) with the SEC on April 30, 2024. CEMTREX, INC. filed Amendment No. 2 to its FORM S-1/A registration statement. The filing is made under the Securities Act of 1933. The company's principal executive offices are located at 135 Fell Court, Hauppauge, NY 11788. The filing indicates CEMTREX, INC. is a smaller reporting company and a non-accelerated filer. The proposed sale of securities is to commence as soon as practicable after the effective date of the registration statement.

Why It Matters

For investors and stakeholders tracking CEMTREX INC, this filing contains several important signals. This S-1/A filing signifies CEMTREX, INC.'s intent to offer securities to the public, requiring detailed disclosures about its business, financial condition, and management. As a smaller reporting company and non-accelerated filer, CEMTREX, INC. is subject to specific disclosure requirements and may have different compliance obligations compared to larger entities.

Risk Assessment

Risk Level: low — CEMTREX INC shows low risk based on this filing. The risk is low as this is a routine amendment to a registration statement, not indicating immediate financial distress or significant operational changes.

Analyst Insight

Monitor future amendments and filings for details on the proposed offering, including the number of shares, pricing, and use of proceeds.

Key Numbers

• 2 — Amendment Number (Amendment No. 2 to FORM S-1/A)
• 1933 — Securities Act Year (Securities Act of 1933)
• 333-276556 — SEC File Number (SEC FILE NUMBER: 333-276556)
• 24894270 — Film Number (FILM NUMBER: 24894270)

Key Players & Entities

• CEMTREX, INC. (company) — Registrant name
• Delaware (jurisdiction) — State of incorporation
• 135 Fell Court Hauppauge, NY 11788 (address) — Principal executive offices
• The Corporation Trust Company (company) — Agent for service
• Scott Doney, Esq. (person) — Copies to
• Kaufman & Canoles, P.C. (company) — Copies to

FAQ

Industry Context

The filing pertains to the electronics components and accessories industry (SIC 3670), indicating CEMTREX INC.'s operational sector.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of new securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for detailed business descriptions and financial information.
2. Track subsequent filings for updates on the registration statement's effectiveness and offering details.
3. Analyze the company's financial health and business strategy once more information becomes available.

Year-Over-Year Comparison

This is Amendment No. 2 to the S-1/A filing, indicating ongoing updates and revisions to the initial registration statement.

Key Financial Figures

• $0.001 — sting of one share of our common stock, $0.001 par value per share, one Series A warra
• $1.78 — at an assumed public offering price of $1.78 per Unit, which was the last reported s
• $0 — luding one share of common stock, minus $0.001, and the remaining exercise price o
• $895,000 — ing consideration. Cemtrex XR, Inc. $895,000 comprised of: $75,000 in cash payable
• $75,000 — rex XR, Inc. $895,000 comprised of: $75,000 in cash payable at Closing; and 5% ro
• $820,000 — total sum of royalties due be less than $820,000 at the end of the three-year period, Pu
• $10,000 — Cemtrex Advanced Technologies, Inc. $10,000 in cash payable at Closing; and 5% ro
• $1,600,000 — lendar year for the next 5 years; and $1,600,000 in SAFE (common equity) at any subseque
• $5M — ny subsequent fundraising or exit above $5M with a $10M cap. The Company&rsquo;s
• $10M — nt fundraising or exit above $5M with a $10M cap. The Company&rsquo;s Board of Dir
• $2,400,000 — o;) based in Columbia, Pennsylvania for $2,400,000 plus adjustments for the outstanding co
• $393,291 — ding contract assets and liabilities of $393,291. The real estate of the business was pu
• $1,500,000 — ir market value on August 30, 2023, for $1,500,000 in a separate transaction. Heisey pro
• $127,800 — nths ended September 30, 2023, includes $127,800 of depreciation expense from acquired f
• $127,883 — ion expense from acquired fixed assets, $127,883 of interest expense on the debt used in

Filing Documents

• forms-1a.htm (S-1/A) — 744KB
• ex10-15.htm (EX-10.15) — 193KB
• ex10-16.htm (EX-10.16) — 46KB
• ex10-17.htm (EX-10.17) — 27KB
• ex10-18.htm (EX-10.18) — 48KB
• ex23-1.htm (EX-23.1) — 3KB
• forms-1a_001.jpg (GRAPHIC) — 4KB
• forms-1a_002.jpg (GRAPHIC) — 4KB
• ex10-15_001.jpg (GRAPHIC) — 2KB
• ex10-16_001.jpg (GRAPHIC) — 2KB
• ex10-16_002.jpg (GRAPHIC) — 4KB
• ex10-17_001.jpg (GRAPHIC) — 2KB
• ex10-17_002.jpg (GRAPHIC) — 2KB
• ex10-18_001.jpg (GRAPHIC) — 7KB
• ex10-18_002.jpg (GRAPHIC) — 6KB
• 0001493152-24-017159.txt (&nbsp;) — 1107KB

Underwriting

Underwriting discounts and commissions (7.0%) (1) $ 0.12 $ 630,000 Proceeds before expenses $ 1.66 $ 8,370,000 (1) Does not include a non-accountable expense allowance equal to 0.5% of the public offering price. See &ldquo; Underwriting &rdquo; for a description of compensation payable to the underwriter. The underwriter expects to deliver our securities to purchasers in the offering on or about May [*], 2024. Aegis Capital Corp. The date of this prospectus is April 30, 2024 TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 3 RISK FACTORS 12 USE OF PROCEEDS 31

DILUTION

DILUTION 32 SECURITY 33

UNDERWRITING

UNDERWRITING 34 DESCRIPTION OF SECURITIES 38 DESCRIPTION OF SECURITIES WE ARE OFFERING 42 LEGAL MATTERS 45 EXPERTS 45 WHERE YOU CAN FIND MORE INFORMATION 45 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 46 i ABOUT THIS PROSPECTUS We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under &ldquo;Where You Can Find More Information.&rdquo; You should carefully read this prospectus as well as additional information described under &ldquo;Incorporation of Certain Information by Reference,&rdquo; before deciding to invest in our securities. We have not, and the underwriter has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. The information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that the

Business

Business Overview Cemtrex was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company. During the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure, consisting of (i) Security, (ii) Industrial Services, and (iii) Cemtrex Corporate. Security Cemtrex&rsquo;s Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (&ldquo;Vicon&rdquo;), which provides end-to-end security solutions to meet the toughest corporate, industrial and governmental security challenges. Vicon&rsquo;s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms. Industrial Services Cemtrex&rsquo;s Industrial Services segment operates under the brand, Advanced Industrial Services (&ldquo;AIS&rdquo;), which offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, s

Business

Business Strategy Our focus is to utilize our resources and capabilities to build brands and businesses in areas where we see unique opportunities to create exceptional value for our customers, shareholders, and employees over the long term. We aim to grow in markets where we see significant long-term opportunity to create an attractive return on shareholder equity. Generally, these markets are high growth markets that are changing due to innovation, new technologies, or other industry shifts taking place. In these markets we seek to build or acquire businesses that have attractive gross margins, strong opportunities for customer retention, and are asset light. We take a long-term approach with our strategies and seek returns over five years or longer time horizons. We believe our ability to attract and retain new customers comes from our ongoing commitment to understanding our customers&rsquo; business performance requirements and our expertise in meeting or exceeding these requirements and enhancing their competitive advantage through cutting edge technology. We work closely with our customers from an operational and senior executive level to achieve a deep understanding of our customer&rsquo;s goals, challenges, strategies, operations, and products to ultimately provide the best solutions for them. We continue to seek and execute additional strategic acquisitions and focus on expanding our products and services as well as entering new markets. We believe that the diversity of our products & services and our ability to deliver full solutions to a variety of end markets provides us with multiple sources of income and growth and a competitive advantage relative to other players in the industry. We constantly look for opportunities to gain new customers and penetrate geographic locations and end markets or acquire new product or service opportunities through acquisitions that are operationally and financially beneficial for the Company. 3 Recent Development

View Full Filing

View this S-1/A filing on SEC EDGAR