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, 2025

☐ 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 13, 2026, the issuer had 10,078,089 shares of common stock issued and outstanding.

CEMTREX, INC. AND SUBSIDIARIES

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

	Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025	3

	Condensed Consolidated Statements of Operations for the three months ended December 31, 2025 and 2024 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Loss for the three months ended December 31, 2025 and 2024 (Unaudited)	5

	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended December 31, 2025 (Unaudited)	6

	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended December 31, 2024 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flow for the three months ended December 31, 2025 and 2024 (Unaudited)	8

	Notes to Unaudited Condensed Consolidated Financial Statements	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 4. Controls and Procedures		31

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		32

Item 1A. Risk Factors		32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32

Item 3. Defaults Upon Senior Securities		32

Item 4. Mine Safety Disclosures		32

Item 5. Other Information		32

Item 6. Exhibits		33

SIGNATURES		34

Part I. Financial Information

Item 1. Financial Statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	(Unaudited)
	December 31,			September 30,
	2025			2025
Assets
Current assets
Cash and cash equivalents	$	20,505,781		$	4,974,303
Restricted cash		1,276,752			1,372,738
Trade receivables, net		9,702,315			13,133,424
Trade receivables, net - related party		527,877			405,493
Inventory, net		7,436,132			6,584,944
Contract assets, net		1,697,691			980,164
Prepaid expenses and other current assets		1,566,411			1,556,432
Total current assets		42,712,959			29,007,498

Property and equipment, net		9,428,532			9,651,996
Right-of-use operating lease assets		2,110,908			2,003,967
Royalties receivable, net - related party		56,696			190,475
Digital assets		699,006			1,158,238
Goodwill		3,708,347			3,708,347
Other		1,614,101			2,067,755
Total Assets	$	60,330,549		$	47,788,276

Liabilities & Stockholders’ Equity
Current liabilities
Accounts payable	$	4,309,111		$	4,492,859
Sales tax payable		22,416			76,008
Revolving line of credit		1,948,258			3,176,096
Current maturities of long-term liabilities		4,714,398			8,925,497
Operating lease liabilities - short-term		989,401			918,391
Deposits from customers		152,188			158,344
Accrued expenses		1,566,280			2,223,521
Accrued payable on inventory in transit		762,821			652,179
Contract liabilities		1,542,262			1,655,055
Deferred revenue		1,255,139			1,383,036
Accrued income taxes		702,141			162,173
Total current liabilities		17,964,415			23,823,159
Long-term liabilities
Long-term debt		8,039,437			4,586,779
Long-term operating lease liabilities		1,183,916			1,153,221
Other long-term liabilities		290,000			289,483
Deferred revenue - long-term		428,332			482,978
Warrant liabilities		3,333,860			8,735,197
Total long-term liabilities		13,275,545			15,247,658
Total liabilities		31,239,960			39,070,817

Commitments and contingencies		-			-

Stockholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1 3,000,000 shares authorized, 2,840,919 shares issued and 2,776,819 shares outstanding as of December 31, 2025 and 2,705,327 shares issued and 2,641,227 shares outstanding as of September 30, 2025 (liquidation value of $10 per share)		2,841			2,705
Preferred stock, value		2,841			2,705
Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at December 31, 2025 and September 30, 2025		50			50
Common stock, $0.001 par value, 70,000,000 shares authorized, 8,600,552 shares issued and outstanding at December 31, 2025 and 830,606 shares issued and outstanding at September 30, 2025		8,601			831
Additional paid-in capital		147,309,421			105,668,565
Accumulated deficit		(119,953,888	)		(99,397,741	)
Treasury stock, 64,100 shares of Series 1 Preferred Stock at December 31, 2025, and September 30, 2025		(148,291	)		(148,291	)
Accumulated other comprehensive income		1,871,855			2,591,340
Total stockholders’ equity		29,090,589			8,717,459

Total liabilities and stockholders’ equity	$	60,330,549		$	47,788,276

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, 2025			December 31, 2024
	For the three months ended
	December 31, 2025			December 31, 2024
Revenues	$	16,133,311		$	13,739,899
Cost of revenues		10,511,445			8,037,963
Gross profit		5,621,866			5,701,936
Operating expenses
General and administrative		7,926,591			7,093,289
Research and development		501,435			890,083
Total operating expenses		8,428,026			7,983,372
Operating loss		(2,806,160	)		(2,281,436	)
Other income/(expense)
Other income/(expense), net		35,255			34,973
Interest expense		(12,123,695	)		(483,913	)
Changes in fair value of digital assets		(469,860	)		-
Loss on exercise of warrant liabilities		(4,674,806	)		(15,796,105	)
Changes in fair value of warrant liability		(282,546	)		(10,020,212	)
Total other income/(expense), net		(17,515,652	)		(26,265,257	)
Net loss before income taxes		(20,321,812	)		(28,546,693	)
Income tax expense		266,326			120,538
Loss from continuing operations		(20,588,138	)		(28,667,231	)
Income/(loss) from discontinued operations, net of tax		31,991			(267,288	)
Net loss		(20,556,147	)		(28,934,519	)
Less net loss in noncontrolling interest		-			(180,152	)
Net loss attributable to Cemtrex, Inc. stockholders	$	(20,556,147	)	$	(28,754,367	)
Income/(loss) per share - Basic & Diluted
Continuing Operations	$	(7.91	)	$	(383.87	)
Discontinued Operations	$	0.01		$	(3.60	)
Weighted Average Number of Shares-Basic & Diluted		2,601,444			74,210

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

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	December 31, 2025			December 31, 2024
	For the three months ended
	December 31, 2025			December 31, 2024
Other comprehensive loss
Net loss	$	(20,556,147	)	$	(28,934,519	)
Foreign currency translation loss		(719,485	)		(131,439	)
Comprehensive loss		(21,275,632	)		(29,065,958	)
Less net loss in noncontrolling interest		-			(180,152	)
Comprehensive loss attributable to Cemtrex, Inc. stockholders	$	(21,275,632	)	$	(28,885,806	)

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)

	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Preferred Stock			Comprehensive Income			Stockholders’Equity
	Preferred Stock Series 1 Par Value $0.001				Preferred Stock Series C Par Value $0.001				Common Stock Par Value $0.001				Additional						Treasury Stock, 64,100 shares of Series 1			Accumulated other			Cemtrex
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Preferred Stock			Comprehensive Income			Stockholders’Equity
Balance at September 30, 2025		2,705,327	$	2,705		50,000	$	50		830,606	$	831	$	105,668,565		$	(99,397,741	)	$	(148,291	)	$	2,591,340		$	8,717,459
Foreign currency translation loss																							(719,485	)		(719,485	)
Dividends paid in Series 1 preferred shares		135,592		136										(136	)											-
Shares issued to pay debt										3,000,296		3,001		19,639,282												19,642,283
Exercise of Series A warrants										29,943		30		211,068												211,098
Exercise of Series B warrants										2,316,480		2,317		15,802,537												15,804,854
Shares issued in offering										2,355,556		2,356		5,988,171												5,990,527
Issuance of roundup shares										67,671		66		(66	)											-
Net loss						-		-									(20,556,147	)		-						(20,556,147	)
Balance at December 31, 2025		2,840,919	$	2,841		50,000	$	50		8,600,552	$	8,601	$	147,309,421		$	(119,953,888	)	$	(148,291	)	$	1,871,855		$	29,090,589

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity (Continued)

(Unaudited)

	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Preferred Stock			Comprehensive Income			Stockholders’ Equity			Non-controlling interest
	Preferred Stock Series 1 Par Value $0.001				Preferred Stock Series C Par Value $0.001				Common Stock Par Value $0.001				Additional					Treasury Stock, 64,100 shares of Series 1			Accumulated other			Cemtrex
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Preferred Stock			Comprehensive Income			Stockholders’ Equity			Non-controlling interest
Balance at September 30, 2024		2,456,827	$	2,457		50,000	$	50		946	$	1	$	73,262,549	$	(71,355,386	)	$	(148,291	)	$	2,949,297		$	4,710,677		$	250,165
Balance		2,456,827	$	2,457		50,000	$	50		946	$	1	$	73,262,549	$	(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

SEC Form 10-Q filed by Cemtrex Inc.