CEMTREX INC. Files S-1 Registration Statement

TL;DR

<b>CEMTREX INC. has filed an S-1 registration statement for a public offering of securities.</b>

AI Summary

CEMTREX INC (CETXP) filed a IPO Registration (S-1) with the SEC on January 17, 2024. CEMTREX INC. has filed a Form S-1 registration statement with the SEC. The filing is for the registration of securities under the Securities Act of 1933. The company's principal executive offices are located at 135 Fell Court, Hauppauge, NY 11788. The approximate date of commencement of proposed sale to the public is as soon as practicable after the effective date. CEMTREX INC. is incorporated in Delaware and has an IRS Employer Identification No. of 000000000.

Why It Matters

For investors and stakeholders tracking CEMTREX INC, this filing contains several important signals. This S-1 filing indicates CEMTREX INC. is preparing to offer new securities to the public, which could impact its capital structure and shareholder base. The registration statement provides detailed information about the company's business, financial condition, and the terms of the proposed offering, allowing investors to assess potential risks and opportunities.

Risk Assessment

Risk Level: low — CEMTREX INC shows low risk based on this filing. The filing is a standard S-1 registration statement, indicating a planned securities offering rather than immediate financial distress or significant operational changes.

Analyst Insight

Monitor future amendments to this S-1 filing for details on the number of shares, pricing, and use of proceeds to assess the offering's impact.

Key Numbers

• S-1 — Form Type (Registration Statement Form Type)
• 2024-01-17 — Filing Date (Date the S-1 was filed)
• 333-276556 — SEC File Number (SEC File Number for this registration)
• 0001493152-24-002748 — Accession Number (Unique identifier for the filing)

Key Players & Entities

• CEMTREX INC. (company) — Registrant
• SEC (regulator) — Securities and Exchange Commission
• 1933 Act (regulator) — Securities Act of 1933
• 135 Fell Court Hauppauge, NY 11788 (company) — Principal executive offices address
• Delaware (company) — State of incorporation
• 000000000 (dollar_amount) — IRS Employer Identification No.
• Scott Doney, Esq. (person) — Copies to
• The Doney Law Firm (company) — Copies to

Forward-Looking Statements

• Cemtrex Inc. will announce specific terms (e.g., number of shares, price) for a public offering within the next 6 months. (CEMTREX INC) — medium confidence, target: 2024-07-17

FAQ

Industry Context

The filing is a standard S-1 registration statement, a common document for companies planning to offer securities to the public.

Regulatory Implications

The S-1 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 filing for details on the securities being offered, pricing, and use of proceeds.
2. Track subsequent SEC filings from CEMTREX INC. for updates on the offering's progress.
3. Analyze the company's business description and risk factors within the S-1 to understand potential investment implications.

Key Dates

• 2024-01-17: Filing of Form S-1 — Initiates the registration process for a public securities offering.

Year-Over-Year Comparison

This is the initial S-1 filing for this offering, so there is no prior filing to compare against for this specific registration.

Key Financial Figures

• $0.001 — of common stock at an exercise price of $0.001 per share. Each Prefunded Warrant is be
• $4.60 — tock on Nasdaq on January 12, 2024, was $4.60 per share. All share, Common Warrants
• $75,000 — ees and expenses in the amount of up to $75,000, and for its clearing expenses in the a
• $15,950 — its clearing expenses in the amount of $15,950. In addition, we have agreed to issue t
• $895,000 — ing consideration. Cemtrex XR, Inc. $895,000 comprised of: $75,000 in cash payable
• $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-1.htm (S-1) — 716KB
• ex21-1.htm (EX-21.1) — 13KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 31KB
• forms-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-002748.txt (&nbsp;) — 770KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 31 PLAN OF DISTRIBUTION 33

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 36

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 39 LEGAL MATTERS 45 EXPERTS 45 WHERE YOU CAN FIND MORE INFORMATION 45 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 45 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 placement agent 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 they have been obtained from sources believed to b

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. 3 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. Recent Development

View Full Filing

View this S-1 filing on SEC EDGAR