CEMTREX INC

The risk factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (filed with the Securities and Exchange Commission on December 29, 2025, and amended on January 16, 2026) continue to apply to our business and operations, except as updated or supplemented below. You should carefully consider those risk factors, together with the other information contained in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission, before making an investment decision regarding our securities. The risks described below and in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially and adversely affect our business, financial condition, or results of operations.

Risk Related to Our Continued Listing on The Nasdaq Capital Market – New $5 Million Market Value of Listed Securities Requirement

Our common stock is listed on The Nasdaq Capital Market. On July 22, 2026, the Securities and Exchange Commission approved a new Nasdaq continued listing requirement (Nasdaq Listing Rules 5450(a)(3) and 5550(a)(6)) that requires all companies listed on the Nasdaq Global Select Market, Nasdaq Global Market, and Nasdaq Capital Market to maintain a Market Value of Listed Securities (“MVLS”) of at least $5 million. MVLS is calculated as the consolidated closing bid price of our common stock multiplied by the number of shares of our common stock outstanding.

As of August 12, 2026, our common stock was trading at approximately $3.05 per share. Based on approximately 1,721,141 shares of common stock outstanding as of August 12, 2026, our MVLS was approximately $5.249 million, which is above the $5 million threshold. If our MVLS falls below $5 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination, and our common stock will be immediately subject to suspension from trading on Nasdaq and delisting proceedings. Unlike most other Nasdaq continued listing deficiencies, the new MVLS requirement provides no cure or compliance period.

A request for a hearing before a Nasdaq Hearings Panel will not stay the suspension of trading. The Hearings Panel’s authority is limited; it may reverse a determination only if made in error or, in limited circumstances, grant an exception of up to 180 days for us to demonstrate compliance with Nasdaq’s more stringent initial listing standards. If our common stock is delisted from Nasdaq, it would likely trade only in the over-the-counter market, which could result in reduced liquidity, increased price volatility, decreased institutional interest, and material adverse effects on our ability to raise additional capital. There can be no assurance that we will be able to regain or maintain compliance with the $5 million MVLS requirement, or any other Nasdaq continued listing standard.

On July 29, 2026, we filed with the Securities and Exchange Commission a Notice of Intention to Petition for Review of the order approving the new MVLS requirement (File No. SR-NASDAQ-2026-004), pursuant to Rule 430 of the Commission’s Rules of Practice. As a result of this filing, we are a “person aggrieved” by the approval order. Under Rule 431(e) of the Commission’s Rules of Practice, the filing of the Notice automatically stays the effectiveness of the approval order unless and until the Commission orders otherwise. There can be no assurance that the stay will remain in effect for any particular period of time, that the Commission will grant any petition for review, or that we will be able to regain or maintain compliance with the $5 million MVLS requirement or any other Nasdaq continued listing standard.