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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 March 31, 2024

 

OR

 

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 May 10, 2024, the issuer had 10,652,287 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 March 31, 2024 (Unaudited) and September 30, 2023 3
     
  Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2024 and 2023 (Unaudited) 4
     
  Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended March 31, 2024 and 2023 (Unaudited) 5
     
  Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended March 31, 2024 (Unaudited) 6
     
  Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended March 31, 2023 (Unaudited) 7
     
  Condensed Consolidated Statements of Cash Flow for the six months ended March 31, 2024 and 2023 (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 32
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 33
     
Item 1A Risk Factors 33
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33
     
Item 3. Defaults Upon Senior Securities 33
     
Item 4. Mine Safety Disclosures 33
     
Item 5. Other Information 33
     
Item 6. Exhibits 34
     
SIGNATURES 35

 

 2 
 

 

Part I. Financial Information

 

Item 1. Financial Statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

   (Unaudited)     
   March 31,   September 30, 
   2024   2023 
Assets          
Current assets          
Cash and cash equivalents  $2,916,120   $5,329,910 
Restricted cash   1,172,416    1,019,652 
Short-term investments   13,853    13,663 
Trade receivables, net   11,535,880    9,209,695 
Trade receivables, net - related party   1,479,703    1,143,342 
Inventory, net   7,397,747    8,739,219 
Contract assets, net   1,979,679    1,739,201 
Prepaid expenses and other current assets   1,910,415    2,098,359 
Total current assets   28,405,813    29,293,041 
           
Property and equipment, net   8,902,051    9,218,701 
Right-of-use operating lease assets   2,193,011    2,287,623 
Royalties receivable, net - related party   440,049    674,893 
Note receivable, net - related party   761,585    761,585 
Goodwill   4,381,891    4,381,891 
Other   2,161,862    1,836,009 
Total Assets  $47,246,262   $48,453,743 
           
Liabilities & Stockholders’ Equity          
Current liabilities          
Accounts payable  $5,741,091   $6,196,406 
Accounts payable - related party   9,214    68,509 
Sales tax payable   37,487    35,829 
Revolving line of credit   4,019,234    - 
Current maturities of long-term liabilities   914,170    14,507,711 
Operating lease liabilities - short-term   792,141    741,487 
Deposits from customers   207,708    57,434 
Accrued expenses   2,676,079    2,784,390 
Contract liabilities   1,899,409    980,319 
Deferred revenue   1,404,608    1,583,406 
Accrued income taxes   404,288    388,627 
Total current liabilities   18,105,429    27,344,118 
Long-term liabilities          
Long-term debt   21,553,920    9,929,348 
Long-term operating lease liabilities   1,462,545    1,607,202 
Other long-term liabilities   317,093    501,354 
Deferred Revenue - long-term   654,617    727,928 
Total long-term liabilities   23,988,175    12,765,832 
Total liabilities   42,093,604    40,109,950 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity          
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,408,053 shares issued and 2,272,002 shares outstanding as of March 31, 2024 and 2,293,016 shares issued and 2,228,916 shares outstanding as of September 30, 2023 (liquidation value of $10 per share)   2,408    2,293 
Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2024 and September 30, 2023   50    50 
Common stock, $0.001 par value, 50,000,000 shares authorized, 1,055,636 shares issued and outstanding at March 31, 2024 and 1,045,783 shares issued and outstanding at September 30, 2023   1,056    1,046 
Additional paid-in capital   68,936,696    68,881,705 
Accumulated deficit   (66,806,600)   (64,125,895)
Treasury stock, 136,051 shares of Series 1 Preferred Stock at March 31, 2024 and 64,100 shares of Series 1 Preferred Stock at September 30, 2023   (217,996)   (148,291)
Accumulated other comprehensive income   2,773,784    3,076,706 
Total Cemtrex stockholders’ equity   4,689,398    7,687,614 
Non-controlling interest   463,260    656,179 
Total liabilities and stockholders’ equity  $47,246,262   $48,453,743 

 

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

 

 3 
 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
                 
Revenues  $17,159,595   $16,073,397   $34,037,761   $28,043,639 
Cost of revenues   10,220,179    8,734,916    20,015,946    15,662,543 
Gross profit   6,939,416    7,338,481    14,021,815    12,381,096 
Operating expenses                    
General and administrative   7,020,157    5,318,267    13,992,123    10,482,605 
Research and development   951,400    1,615,341    1,800,205    3,445,054 
Total operating expenses   7,971,557    6,933,608    15,792,328    13,927,659 
Operating (loss)/income   (1,032,141)   404,873    (1,770,513)   (1,546,563)
Other (expense)/income                    
Other income/(expense), net   144,765    376,504    223,176    359,421 
Interest expense   (592,804)   (1,335,138)   (1,176,487)   (2,463,372)
Total other (expense)/income, net   (448,039)   (958,634)   (953,311)   (2,103,951)
Net loss before income taxes   (1,480,180)   (553,761)   (2,723,824)   (3,650,514)
Income tax expense   (100,004)   -    (170,755)   - 
Loss from Continuing operations   (1,580,184)   (553,761)   (2,894,579)   (3,650,514)
Income/(loss) from discontinued operations, net of tax   10,463    14,232    20,955    (3,225,389)
Net loss   (1,569,721)   (539,529)   (2,873,624)   (6,875,903)
Less (loss)/income in noncontrolling interest   (96,510)   55,265    (192,919)   (3,898)
Net loss attributable to Cemtrex, Inc. stockholders  $(1,473,211)  $(594,794)  $(2,680,705)  $(6,872,005)
(Loss)/income per share - Basic & Diluted                    
Continuing Operations  $(1.46)  $(0.82)  $(2.62)  $(4.70)
Discontinued Operations  $0.01   $0.02   $0.02   $(4.09)
Weighted Average Number of Shares-Basic & Diluted   1,055,636    815,498    1,051,630    788,265 

 

 4 
 

 

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

 

   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
Other comprehensive loss                    
Net loss  $(1,569,721)  $(539,529)  $(2,873,624)  $(6,875,903)
Foreign currency translation loss   (530,686)   (317,218)   (302,922)   (93,649)
Comprehensive loss   (2,100,407)   (856,747)   (3,176,546)   (6,969,552)
Less comprehensive income/(loss) attributable to noncontrolling interest   96,510    (55,265)   192,919    3,898 
Comprehensive loss attributable to Cemtrex, Inc. stockholders  $(2,196,917)  $(801,482)  $(3,369,465)  $(6,973,450)

 

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

 

 5 
 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

 

   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Series 1 Preferred Stock   Income   Equity   interest 
                                     
   Preferred Stock
Series 1
   Preferred Stock
Series C
   Common Stock Par                         
   Par Value $0.001   Par Value $0.001   Value $0.001           Treasury   Accumulated         
   Number       Number       Number       Additional       Stock,   other   Cemtrex   Non- 
   of       of       of       Paid-in   Accumulated   136,051 shares of   Comprehensive   Stockholders’   controlling 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Series 1 Preferred Stock   Income   Equity   interest 
Balance at September 30, 2023   2,293,016   $2,293            50,000   $50    1,045,783   $1,046   $68,881,705   $(64,125,895)  $(148,291)  $3,076,706   $    7,687,614   $656,179 
Foreign currency translation gain   -                   -          -     -          227,764    227,764    -  
Share-based compensation                                 7,558         -          7,558      
Dividends paid in Series 1 preferred shares   115,037    115                      (115)   -          -     -    -  
Loss attributable to noncontrolling interest   -                                       -          -    (96,409)
Shares issued to pay for services             -          9,853    10    39,990                   40,000      
Net loss                -                    (1,207,494)             (1,207,494)     
Balance at December 31, 2023   2,408,053   $2,408    50,000   $50    1,055,636   $1,056   $68,929,138   $(65,333,389)  $(148,291)  $3,304,470   $6,755,442   $559,770 
Foreign currency translation loss        -          -          -          -     -    $(530,686)   (530,686)   -  
Share-based compensation                                $7,558                   7,558      
Purchase of treasury stock                                       $(69,705)        (69,705)     
Loss attributable to noncontrolling interest        -          -                    -     -     -     -   $(96,510)
Shares issued to pay for services   -          -                    -               -     -    -  
Net loss                  -                   $(1,473,211)             (1,473,211)     
Balance at March 31, 2024   2,408,053   $2,408    50,000   $50    1,055,636   $1,056   $68,936,696   $(66,806,600)  $(217,996)  $2,773,784   $4,689,398   $463,260 

 

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

 

 6 
 

 

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           Treasury    Accumulated         
   Number       Number       Number       Additional       Stock,   other   Cemtrex   Non- 
   of       of       of       Paid-in   Accumulated   64,100 shares of   Comprehensive   Stockholders’   controlling 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Series 1 Preferred Stock   Income   Equity   interest 
Balance at September 30, 2022   2,079,122   $2,079          50,000   $50        754,711   $755   $66,641,698   $(54,929,020)  $ (148,291)  $2,377,525   $  13,944,796   $692,742 
Foreign currency translation gain       -         -               -               223,569    223,569      
Share-based compensation   -                    -          39,842    -               39,842    -  
Shares issued to pay notes payable       -     --     -     39,016    39    232,106         -     -     232,145      
Dividends paid in Series 1 preferred shares   104,341    104                       (104)   -          -     -    -  
Loss attributable to noncontrolling interest       -         -     -          -          -          -    (59,163)
Net loss                                      (6,277,211)             (6,277,211)     
Balance at December 31, 2022   2,183,463   $2,183    50,000   $50    793,727   $794   $66,913,542   $(61,206,231)  $(148,291)  $2,601,094   $8,163,141   $633,579 
Foreign currency translation loss   --          -          -     -     -     -         $(317,218)   (317,218)   -  
Share-based compensation                                 26,735                   26,735      
Additional rounding shares issued for reverse stock split       -         -     19,314    19    (19)   -     -     -     -    -  
Income attributable to noncontrolling interest   -                             -                    -   $55,265 
Shares issued to pay for services                       15,529    15    102,485         -     -     102,500      
Net loss                                     $(594,794)            $(594,794)     
Balance at March 31, 2023   2,183,463   $2,183    50,000   $50    828,570   $828   $67,042,743   $(61,801,025)  $(148,291)  $2,283,876   $7,380,364   $688,844 

 

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

 

 7 
 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   2024   2023 
   For the six months ended 
   March 31,  
   2024   2023 
Cash Flows from Operating Activities        
         
Net loss  $(2,873,624)  $(6,875,903)
           
Adjustments to reconcile net loss to net cash used by operating activities          
Depreciation and amortization   673,190    448,388 
Gain on disposal of property  and equipment   -    64,908 
Noncash lease expense   389,125    420,411 
Bad debt expense   35,213    (1,543)
Share-based compensation   15,116    66,577 
Income tax expense   

(96,750

)   

-

 
Interest expense paid in equity shares   -    32,145 
Accounts payable paid in equity shares   40,000    102,500 
Accrued interest on notes payable   657,355    1,290,615 
Non-cash royalty income   (26,564)   - 
Gain/(loss) on marketable securities   (190)   58 
Amortization of original issue discounts on notes payable   -    883,467 
Amortization of loan origination costs   36,267    - 
           
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:          
Trade receivables   (2,317,074)   (1,870,729)
Trade receivables - related party   (178,980)   (408,464)
Inventory   1,341,472    (73,209)
Contract assets   (240,478)   (12,597)
Prepaid expenses and other current assets   483,043    (141,562)
Other assets   (225,853)   (185,165)
Accounts payable   (455,315)   256,584 
Accounts payable - related party   408    (15,765)
Sales tax payable   1,658    90,204 
Operating lease liabilities   (388,516)   (356,176)
Deposits from customers   150,274    1,618 
Accrued expenses   (108,311)   701,414 
Contract liabilities   919,090    554,966 
Deferred revenue   (252,109)   (86,106)
Income taxes payable   (146,422)   (37,698)
Other liabilities   (184,261)   (231,998)
Net cash used by operating activities - continuing operations   (2,752,236)   (5,383,060)
Net cash provided by operating activities - discontinued operations   -    2,488,144 
Net cash used by operating activities   (2,752,236)   (2,894,916)
           
Cash Flows from Investing Activities          
Purchase of property and equipment   (355,308)   (263,732)
Proceeds from sale of property and equipment   -    11,026 
Investment in MasterpieceVR   (100,000)   - 
Net cash used by investing activities   (455,308)   (252,706)
           
Cash Flows from Financing Activities          
Proceeds on revolving line of credit   19,360,672    - 
Payments on revolving line of credit   (15,413,971)   - 
Payments on debt   (2,429,743)   (544,370)
Payments on Paycheck Protection Program Loans   (20,242)   (10,033)
Proceeds on bank loans   28,331    - 
Payments on bank loans   (204,802)   (365,724)
Purchases of treasury stock   (69,705)     
Net cash provided by/(used by) financing activities   1,250,540    (920,127)
           
Effect of currency translation   (304,022)   (126,593)
Net decrease in cash, cash equivalents, and restricted cash   (1,957,004)   (4,067,749)
Cash, cash equivalents, and restricted cash at beginning of period   6,349,562    11,473,676 
Cash, cash equivalents, and restricted cash at end of period  $4,088,536   $7,279,334 
           
Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash          
Cash and cash equivalents  $2,916,120   $6,634,037 
Restricted cash   1,172,416    645,297 
Total cash, cash equivalents, and restricted cash  $4,088,536   $7,279,334 

 

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

 

 8 
 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

 

Supplemental Disclosure of Cash Flow Information:        
Cash paid during the period for interest  $482,865   $257,145 
           
Cash paid during the period for income taxes, net of refunds  $146,422   $37,698 
           
Supplemental Schedule of Non-Cash Investing and Financing Activities          
Shares issued to pay notes payable  $-   $232,145 
Financing of fixed asset purchase  $28,331   $- 
Investment in right of use asset  $294,513   $76,506 

 

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

 

 9 
 

 

Cemtrex, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

 

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. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.

 

The Company’s reporting segments consist of Security and Industrial Services. Additionally, the Company’s operational structure also reports unallocated corporate expenses.

 

Security

 

Cemtrex’s Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’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’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), 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, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.

 

Acquisition of Heisey Mechanical

 

On July 1, 2023, the Company under AIS, completed the acquisition of a leading service contractor and steel fabricator that specializes in industrial and water treatment markets, Heisey Mechanical, Ltd. (“Heisey”) based in Columbia, Pennsylvania for $2,400,000 plus adjustments for the outstanding contract assets and liabilities of $393,291. The real estate of the business was purchased at fair market value on August 30, 2023, for $1,500,000 in a separate transaction.

 

Heisey provides the water treatment industry with a variety of fabricated vessels and equipment including ASME pressure vessels, heat exchangers, mix tanks, reactors, and other specialized fabricated equipment. Additionally, the contracting team assists with installation and service of fabricated items. The company has over 33,000 square feet of manufacturing floor space in its facility and an experienced staff of fabricators, welders, and field mechanics.

 

The purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of Heisey’s identifiable tangible and intangible assets acquired and liabilities assumed as of July 1, 2023. The final allocation of the purchase price will be determined within one year from the closing date of the Heisey acquisition.

 

 10 
 

 

The consideration transferred and preliminary allocation of Heisey’s tangible and intangible assets and liabilities, are as follows:

  

Consideration Transferred:    
Cash  $393,291 
Seller’s note   240,000 
Financed amount   2,160,000 
Total consideration transferred  $2,793,291 
      
Purchase Price Allocation:     
Inventory   300,000 
Contract assets   667,259 
Machinery and equipment   1,625,000 
Contract liabilities   (216,469)
Accrued expenses   (57,499)
Goodwill   475,000 
Total consideration transferred  $2,793,291 

 

The pro forma summary below presents the results of operations as if the Heisey acquisition occurred on October 1, 2022. Proforma adjustments for the three months ended March 31, 2023, includes $63,900 of depreciation expense from acquired fixed assets, $32,460 of interest expense on the debt used in the acquisition, and $41,331 of income tax expense. Proforma adjustments for the six months ended March 31, 2023, includes $127,800 of depreciation expense from acquired fixed assets, $65,860 of interest expense on the debt used in the acquisition, and $34,433 of income tax expense. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of the Company’s future consolidated results of operations.

  

   March 31, 2023   March 31, 2023 
   Unaudited 
   for the
three months ended
   for the
six months ended
 
   March 31, 2023   March 31, 2023 
         
Revenues  $19,369,100   $32,542,938 
Net gain/(loss)   41,272    (6,392,032)

 

On August 30, 2023, the Company acquired a mortgage in the amount of $1,200,000 from Fulton Bank to finance the purchase of the properties formerly owned by Heisey Mechanical Ltd. The mortgage carries interest at the Secured Overnight Financing Rate (SOFR) plus 2.8% and matures on September 30, 2043.

 

Nasdaq Notices for Listing Deficiencies

 

On July 29, 2022, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s Series 1 Preferred Stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). On January 26, 2023, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that, it had been granted an additional 180 days or until July 24, 2023, to regain compliance with the Minimum Bid Price Requirement based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. On September 8, 2023, the Company received a letter from the Nasdaq Hearings Panel (“Panel”) informing the Company that the Panel has granted the Company a temporary exception to regain compliance with The Nasdaq Stock Market LLC’s (“Nasdaq” or the “Exchange”) Listing Rule 5555(a)(1) (the “Bid Price Rule”) by no later than January 19, 2024. The Company has announced a special meeting of Series 1 Preferred Stock shareholders was scheduled for December 26, 2023, to approve the reverse stock split. On December 26, 2023, the meeting was adjourned to December 29, 2023, due to insufficient votes represented by proxy or virtually in person to constitute a quorum for the transaction of business at the Special Meeting. On December 29, 2023, there were still insufficient votes represented by proxy or virtually in person to constitute a quorum thus the resolution did not pass.

 

 11 
 

 

On January 5, 2024 and January 12, 2024, the Company bought back an aggregate of 71,951 shares for $69,705 under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately negotiated transactions and through an open market program. Subsequent to the balance sheet date, these shares were cancelled. The Company’s Series 1 Preferred Stock was delisted from the NASDAQ Capital Market on January 22, 2024. The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP”. Nasdaq filed a Form 25 on March 21, 2024. The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.

 

Going Concern Considerations

 

The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued.

 

This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

 

The Company has incurred substantial losses of $9,196,875 and $13,020,958 for fiscal years 2023 and 2022, respectively, and has losses on continuing operations for the six months ending March 31, 2024, of $2,894,579 and has debt obligations over the next year of $18,105,429 and working capital of $10,300,384, that raise substantial doubt with respect to the Company’s ability to continue as a going concern.

 

While current debt indicates a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. The Company has $2,916,120 in cash and cash equivalents as of March 31, 2024. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of March 31, 2024, has available capacity of $980,766, (ii) continually reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into an underwriting agreement in connection with underwritten public offering, the aggregate gross proceeds to the Company were approximately $10,035,000, before deducting underwriting discounts and other estimated expenses payable by the Company, and (iv) entered into a Standstill Agreement with Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company for a period of one year expiring on April 30, 2025, in exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period.

 

 12 
 

 

In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the Company believes these plans if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is no guarantee that we will succeed. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. As of March 31, 2024, the Company did not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. With the subsequent public offering, the Company has the ability to meet its debt obligations for the next twelve months.

 

The condensed consolidated financial statements do not include any adjustments relating to this uncertainty.

 

NOTE 2 – INTERIM STATEMENT PRESENTATION

 

Basis of Presentation and Use of Estimates

 

The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2023, of Cemtrex, Inc.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.

 

Significant Accounting Policies

 

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2023, includes a summary of the significant accounting policies used in the preparation of the condensed consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Update 2016-13”). Update 2016-13 replaced the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables. For public business entities, the new standard became effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period. On October 1, 2023, the Company implemented this standard and there has been no material change to the condensed consolidated financial statements.

 

The following table illustrates the effect of implementation of Update 2016-13 on the condensed consolidated balance sheet:

 

Assets: 

October 1, 2023

As reported

under ASC 326

  

September 30,

2023 Pre-ASC 326

Adoption

  

Impact of ASC

326 Adoption

 
Trade receivables, net  $234,924   $234,924   $- 
Contract assets, net  $8,696   $-   $8,696 
Royalties receivable, net - related party  $10,000   $-   $10,000 
Note receivable, net - related party  $44,761   $44,761   $- 

 

The Company estimates credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts.

 

 13 
 

 

The Company will utilize the Probability-of-default method for financing receivables and loans. Expected credit losses are determined by multiplying the probability of default (i.e., the probability the asset will default within the given time frame) by the loss given default (the percentage of the asset not expected to be collected because of default). The Company considers sources of repayment associated with a financial asset when determining its credit losses, including collection against the collateral and certain embedded credit enhancements, such as guarantees or insurance. The allowance for credit losses was immaterial as of March 31, 2024.

 

The following table illustrates the current expected credit losses activity for the six months ended March 31, 2024:

 

             
  

As of

October 1, 2023

  

For the six

months ended

March 31, 2024

  

As of

March 31, 2024

 
Assets:               
Trade receivables, net  $234,924   $(9,111)  $225,813 
Trade receivables, net - related party  $-   $-   $- 
Contract assets, net  $8,696   $27,660   $36,356 
Royalties receivable, net - related party  $10,000   $-   $10,000 
Note receivable, net - related party  $44,761   $20,047   $64,808 

 

Recently Issued Accounting Pronouncements Not Yet Effective

 

On June 30, 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. On the basis of interpretations of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be inconsistent with the principles of ASC 820. To reduce the diversity in practice and increase the comparability of reported financial information, ASU 2022-03 clarifies this guidance and amends the illustrative example. ASU No. 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of this ASU on the condensed consolidated financial statements.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements. ASU 2023-07 is effective for the Company for annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of ASU 2023-07 on the condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending September 30, 2026. The Company is currently in the process of evaluating the impact of adoption on the condensed consolidated financial statements.

 

The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements.

 

NOTE 3 – DISCONTINUED OPERATIONS

 

On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, which include the brand SmartDesk, and Cemtrex XR, Inc., which include the brands Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil.

 

Due to the on-going losses and risk associated with the SmartDesk business the Company has valued the royalty and SAFE agreement associated with the SmartDesk sale at $0 and considers such consideration to be a gain contingency.

 

Based on sales projections for Cemtrex XR, Inc., the Company does not believe that it will exceed the sales levels required to exceed the $820,000 royalties due and has not accounted for any additional royalties at this time. In accordance with ASC 310 – Receivables, the Company has discounted the royalties due and has recognized $13,282 during the three-month periods ended March 31, 2024, and 2023, and $26,563, and $17,709, during the six-month periods ended March 31, 2024, and 2023, respectively, and will amortize the remaining amount over the period the royalties are due.

 

 14 
 

 

The following table summarizes the loss on the sale recorded during the three months ended December 31, 2022, included in Income/(loss) from discontinued operations, net of tax in the accompanying condensed consolidated statement of operations:

 

      
Purchase Price  $745,621 
Less cash and cash equivalents transferred   (699,423)
Less liabilities assumed   (10,924)
Net purchase price  $35,274 
      
Assets Sold     
Accounts receivable, net  $625,638 
Inventory, net   980,730 
Prepaid expenses and other assets   502,577 
Property and equipment, net   837,808 
Goodwill   598,392 
Total Assets Sold   3,545,145 
Liabilities Transferred     
Accounts payable   370,774 
Short-term liabilities   364,775 
Long-term liabilities   318,981 
Total Liabilities Transferred   1,054,530 
Net assets sold  $2,490,615 
      
Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies  $(2,455,341)

 

As of March 31, 2024, and September 30, 2023, there were no assets or liabilities included within discontinued operations on the Company’s Condensed Consolidated Balance Sheets.

 

During the first quarter of fiscal 2023, Vicon completed the closure of its discontinued operating entity Vicon Systems, Ltd. located in Israel. The Company received funds related to benefit obligations of $96,095, which at the time of operational closure were not guaranteed to be retrievable. The Company paid $7,010 in consulting fees for assistance in retrieving these funds. The net amount of $89,085 is recognized on the Company’s Condensed Consolidated Statement of Operations as part of the Loss on Discontinued Operations.

 

 15 
 

 

Income/(loss)from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of Cemtrex Advanced Technologies, Inc. and Cemtrex XR, Inc., sold during the first quarter of fiscal year 2023, which are presented in total as discontinued operations, net of tax in the Company’s Condensed Consolidated Statements of Operations for the three and six month periods ended March 31, 2024 and 2023, are as follows:

 

   2024   2023   2024   2023 
   Three months ended March 31,   Six months ended March 31, 
   2024   2023   2024   2023 
                 
Total net sales  $-   $-   $-   $649,061 
Cost of sales   -    -    -    228,086 
Operating, selling, general and administrative expenses   39    492    39    1,296,064 
Other (income)/expenses   -    -    -    3,195 
Income (loss) from discontinued operations   (39)   (492)   (39)   (878,284)
Amortization of discounted royalties   13,282    14,724    26,564    19,151 
Loss on sale of discontinued operations   -    -    -    (2,455,341)
Adjustment of benefit obligation   -    -    -    89,085 
Income tax provision   2,780    -    5,570    - 
Discontinued operations, net of tax  $10,463   $14,232   $20,955   $(3,225,389)

 

NOTE 4 – REVENUE

 

The following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for the three and six months ended March 31, 2024 and 2023:

 

   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
Over time   58%   46%   55%   48%
Point-in-time   42%   54%   45%   52%

 

NOTE 5 – LOSS PER COMMON SHARE

 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. For the three and six months ended March 31, 2024, and 2023, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive:

 

   2024   2023   2024   2023 
   For the six months ended   For the three months ended 
   March 31,   March 31, 
   2024   2023   2024   2023 
                     
Options   28,796    28,796    28,796    28,796 

 

For the three and six months ended March 31, 2024 and 2023, loss per share basic and diluted for continuing operations are calculated as follows:

 

   2024   2023   2024   2023 
   For the three months   For the six months 
   March 31,   March 31, 
   2024   2023   2024   2023 
Loss from Continuing operations  $(1,580,184)  $(553,761)  $(2,894,579)  $(3,650,514)
Less (loss)/gain in noncontrolling interest   (96,510)   55,265    (192,919)   (3,898)
Preferred stock dividends   52,515    58,720    52,515    58,720 
Net loss applicable to common shareholders   (1,536,189)   (667,746)   (2,754,175)   (3,705,336)
Weighted Average Number of Shares-Basic & Diluted   1,055,636    815,498    1,051,630    788,265 
Loss per share - Basic & Diluted - Continuing Operations  $(1.46)  $(0.82)  $(2.62)  $(4.70)

 

 16 
 

 

NOTE 6 – SEGMENT INFORMATION

 

The Company reports and evaluates financial information for two reportable segments: the Security segment and the Industrial Services segment.

 

The following tables summarize the Company’s reportable segment information and unallocated corporate expenses:

 

   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
   Three months ended March 31, 2024   Three months ended March 31, 2023  
  Reportable Segments            Reportable Segments          
   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
Revenues  $8,084,932   $9,074,663   $-   $17,159,595   $9,913,898   $6,159,499   $-   $16,073,397 
Cost of revenues   3,971,963    6,248,216    -    10,220,179    4,793,817    3,941,099    -    8,734,916 
Gross profit  $4,112,969   $2,826,447   $-   $6,939,416   $5,120,081   $2,218,400   $-   $7,338,481 
Operating expenses                                        
Sales, general, and administrative   3,833,596    1,897,269    984,403    6,715,268    2,965,659    1,336,313    807,242    5,109,214 
Depreciation and amortization   71,260    233,629    -    304,889    31,543    157,385    20,125    209,053 
Research and development   951,400    -    -    951,400    1,615,341    -    -    1,615,341 
Operating income/(loss)  $(743,287)  $695,549   $(984,403)  $(1,032,141)   507,538    724,702    (827,367)   404,873 
                                         
Other income/(expense)  $(138,633)  $(78,289)  $(231,117)  $(448,039)  $337,191   $(29,866)  $(1,265,959)  $(958,634)

 

   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
   Six months ended March 31, 2024   Six months ended March 31, 2023  
   Reportable Segments             Reportable Segments           
   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
Revenues  $17,252,733   $16,785,028   $-   $34,037,761   $16,918,642   $11,124,997   $-   $28,043,639 
Cost of revenues   8,622,817    11,393,129    -    20,015,946    8,394,871    7,267,672    -    15,662,543 
Gross profit  $8,629,916   $5,391,899   $-   $14,021,815   $8,523,771   $3,857,325   $-   $12,381,096 
Operating expenses                                        
General, and administrative   8,161,224    3,426,532    1,731,177    13,318,933    5,715,088    2,525,178    1,793,951    10,034,217 
Depreciation and amortization   199,412    473,778    -    673,190    71,203    324,906    52,279    448,388 
Research and development   1,800,205    -    -    1,800,205    3,445,054    -    -    3,445,054 
Operating (loss)/income  $(1,530,925)  $1,491,589   $(1,731,177)  $(1,770,513)  $(707,574)  $1,007,241   $(1,846,230)  $(1,546,563)
                                         
Other income/(expense)  $(272,894)  $(186,433)  $(493,984)  $(953,311)  $224,792   $(61,426)  $(2,267,317)  $(2,103,951)

 

Unallocated corporate expenses mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related audit and taxes, legal expenses related to corporate matters, and interest expense on notes payable.

 

NOTE 7 – RESTRICTED CASH

 

A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. These funds, as required by the plan are restricted in nature and amounted to $1,072,416 at March 31, 2024, and $919,652 at September 30, 2023. The Company has $100,000 in restricted cash held in escrow pending final disbursement of expenses related to the Heisey acquisition as of March 31, 2024 and September 30, 2023.

 

NOTE 8 – FAIR VALUE MEASUREMENTS 

 

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

 17 
 

 

The three levels of the fair value hierarchy under the guidance for fair value measurements are described below:

 

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment funds. The Company measures trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions.

 

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.

 

The Company’s fair value assets at March 31, 2024, and September 30, 2023, are as follows.

 

   Quoted Prices   Significant         
   in Active   Other   Significant   Balance 
   Markets for   Observable   Unobservable   as of 
   Identical Assets   Inputs   Inputs   March 31, 
   (Level 1)   (Level 2)   (Level 3)   2024 
Assets                    
Investment in marketable securities                                    
(included in short-term investments)  $13,853   $-   $-   $13,853 
                     
                     
   $13,853   $-   $-   $13,853 

 

   Quoted Prices   Significant         
   in Active   Other   Significant   Balance 
   Markets for   Observable   Unobservable   as of 
   Identical Assets   Inputs   Inputs   September 30, 
   (Level 1)   (Level 2)   (Level 3)   2023 
Assets                    
Investment in marketable securities                                      
(included in short-term investments)  $13,663   $-   $-   $13,663 
                     
   $13,663   $-   $-   $13,663 

 

NOTE 9 – TRADE RECEIVABLES, NET

 

Trade receivables, net consist of the following:

 

   March 31,   September 30, 
   2024   2023 
Trade receivables  $11,761,693   $9,444,619 
Allowance for credit losses   (225,813)   (234,924)
Accounts receivables, net, total  $11,535,880   $9,209,695 

 

Trade receivables include amounts due for shipped products and services rendered.

 

 18 
 

 

Allowance for credit losses include estimated losses resulting from the inability of our customers to make the required payments.

 

NOTE 10 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets consist of the following:

 

   March 31, 2024   September 30, 2023 
         
Prepaid expenses  $838,980   $521,310 
Prepaid inventory   498,631    1,084,051 
Deferred costs   83,502    25,941 
Loan origination costs   36,267    - 
Prepaid income taxes   428,193    168,555 
VAT and GST tax receivable   24,842    298,502 
Prepaid expenses and other current assets total  $1,910,415   $2,098,359 

 

 

NOTE 11 – INVENTORY, NET

 

Inventory, net consisted of the following:

 

   March 31,   September 30, 
   2024   2023 
Raw materials  $797,943   $885,398 
Work in progress   304,563    109,019 
Finished goods   6,295,241    7,744,802 
Inventory, net   7,397,747    8,739,219 

 

The Company maintained an allowance for obsolete inventories of $502,577 and $618,021 at March 31, 2024 and September 30, 2023, respectively.

 

NOTE 12 – PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

   March 31,   September 30, 
   2024   2023 
Land  $945,279   $945,279 
Building and leasehold improvements   4,372,598    4,362,062 
Furniture and office equipment   597,198    579,700 
Computers and software   1,333,135    1,333,135 
Machinery and equipment   12,806,142    12,488,639 
Property and equipment, gross   20,054,352    19,708,815 
Less: Accumulated depreciation   (11,152,301)   (10,490,114)
Property and equipment, net  $8,902,051   $9,218,701 

 

Depreciation expense for the three and six months ended March 31, 2024 and 2023, was $304,889 and $673,190, and $209,053 and $448,388, respectively and is recorded in cost of revenues and general and administrative expenses on the Company’s condensed consolidated statements of operations.

 

 19 
 

 

NOTE 13 – GOODWILL

 

Changes in the carrying amount of goodwill, by segment, are as follows:

 

   Security   Industrial Services   Consolidated 
Balance at September 30, 2023  $530,475   $3,851,416   $4,381,891 
                
Balance at March 31, 2024  $530,475   $3,851,416   $4,381,891 

 

As of March 31, 2024, and September 30, 2023, accumulated impairment losses of $3,316,000 related to the Security segment have been recorded.

 

NOTE 14 – OTHER ASSETS

 

On November 13, 2020, Cemtrex made a $500,000 investment, on January 19, 2022, made an additional $500,000 investment, and on July 18, 2023, and October 5, 2023, made an additional $100,000 investment on each date via a simple agreement for future equity (“SAFE”) in MasterpieceVR. The SAFE provides that the Company will automatically receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap, as defined. MasterpieceVR is a software company that is developing software for content creation using virtual reality. The investment is recorded at cost and is included in other assets in the accompanying Condensed consolidated balance sheets. No impairment has been recorded for the three and six months ended March 31, 2024.

 

Other assets consisted of the following:

 

   March 31, 2024   September 30, 2023 
Rental deposits  $213,770   $198,641 
Investment in Masterpiece VR   1,200,000    1,100,000 
Other deposits   305,117    167,808 
Demonstration equipment supplied to resellers   442,975    369,560 
Other assets total  $2,161,862   $1,836,009 

 

NOTE 15 – ACCRUED EXPENSES

 

Accrued expenses consisted of the following:

 

   March 31, 2024   September 30, 2023 
Accrued expenses  $489,603   $319,211 
Accrued payable on inventory in transit   846,823    1,154,254 
Accrued payroll   1,116,951    1,088,223 
Accrued warranty   222,702    222,702 
Accrued expenses total  $2,676,079   $2,784,390 

 

NOTE 16 – DEFERRED REVENUE

 

The Company’s deferred revenue as of and for the three and six months ended March 31, 2024, and 2023, were as follows:

 

   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
                 
Deferred revenue at beginning of period  $2,256,352   $1,693,021   $2,311,334   $1,824,534 
Net additions:                    
Deferred software revenues   487,413    580,752    1,147,383    1,008,169 
Recognized as revenue:                    
Deferred software revenues   (684,540)   (558,775)   (1,399,492)   (1,117,705)
Deferred revenue at end of period   2,059,225    1,714,998    2,059,225    1,714,998 
Less: current portion   1,404,608    581,193    1,404,608    581,193 
Long-term deferred revenue at end of period  $654,617   $1,133,805   $654,617   $1,133,805 

 

For the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $608,808, and $483,296, and $1,043,281 and $963,674, respectively, that was previously included in the beginning balance of deferred revenues.

 

 20 
 

 

NOTE 17 – CONTRACT ASSETS AND LIABILITIES

 

Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the Company’s performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statements of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the condensed consolidated balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the condensed consolidated balance sheets under the caption “Contract liabilities.” Conditional retainage represents the portion of the contract price withheld until the work is substantially complete for assurance of the Company’s obligations to complete the job.

 

The following is a summary of the Company’s uncompleted contracts:

 

    March 31, 2024   September 30, 2023 
          
Costs incurred on uncompleted contracts   $11,582,989   $12,523,552 
Estimated gross profit    2,816,002    3,085,350 
     14,398,991    15,608,902 
Applicable billings to date    (14,318,721)   (14,850,020)
Net billings in excess of costs, Ending balance   $80,270   $758,882 

 

For the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $95,759 and $9,030, and $886,920 and $361,887, respectively, that was previously included in the beginning balance of contract liabilities.

 

NOTE 18 – RELATED PARTY TRANSACTIONS

 

On August 31, 2019, the Company entered into an Asset Purchase Agreement for the sale of Griffin Filters, LLC to Ducon Technologies, Inc., which Aron Govil, the Company’s Founder, and former CFO, for total consideration of $550,000. On July 31, 2022, the Company negotiated a payment agreement surrounding the sale of Griffin Filters, LLC, and other liabilities due to the Company totaling $761,585. This agreement is in the form of a secured promissory note earning interest at a rate of 5% per annum and matures on July 31, 2024. As of March 31, 2024, $64,808 of accrued interest has been recorded as an expected credit loss against this note.

 

As of March 31, 2024, and September 30, 2023, there was $3,798 and $3,806 payable due to Ducon Technologies, Pvt Ltd., which is also owned by Aron Govil, respectively.

 

As of March 31, 2024, and September 30, 2023, there was $635,956 and $637,208 receivable due from Ducon Technologies, Pvt Ltd., respectively.

 

On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc., which include the brands SmartDesk, Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil. Cemtrex XR, Inc. was purchased for $890,000 comprised of $75,000 in cash and 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next three years; and should the total sum of royalties due be less than $820,000 at the end of the three-year period, Mr. Govil shall be obligated to pay the difference between $820,000 and the royalties paid. Cemtrex Advanced Technologies, Inc. was purchased for $10,000 in cash, 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next 5 years, and $1,600,000 in SAFE (common equity) at any subsequent fundraising or exit above $5,000,000 with a $10,000,000 cap. Subsequent to the sale of Cemtrex Advanced Technologies, Inc. the business has ceased operations. The Company has recognized no gain in relation to the 5% royalties.

 

 21 
 

 

During the three and six months ended March 31, 2024, the Company wrote off $94,027 in trade receivables, related party and $59,703 in trade payables, related party related to the Cemtrex Advanced Technologies, Inc. successor company, SmartDesk, Inc.

 

As of March 31, 2024, there was $583,340 in trade receivables due from the Cemtrex XR successor company, CXR, Inc. Of these receivables $60,628 are related to costs paid by Cemtrex related to payroll during the transition of employees to the new company and subscription services that are set up on auto pay with a credit card. The remaining $522,712 is related to services provided by Cemtrex Technologies Pvt. Ltd. in the normal course of business. As of March 31, 2024, there were $5,416 in payables due to CXR Inc.

 

As of March 31, 2024, there were royalties receivable from the sale of Cemtrex, XR, Inc. of $700,456, of which $260,407 is considered short-term and is presented on the Company’s Condensed Consolidated Balance Sheet under the caption “Trade receivables, net – related party”. On April 13, 2024, the Company and CXR, Inc. agreed to structured payments on the first-year royalties with full payment being made by December 31, 2024. The Company has taken a $10,000 allowance for expected credit losses against these royalties. 

 

NOTE 19 – LEASES

 

The Company is party to contracts where we lease property from others under contracts classified as operating leases. The Company primarily leases office and operating facilities, vehicles, and office equipment. The weighted average remaining term of our operating leases was approximately 3.5 years at March 31, 2024, and 3 years at September 30, 2023. The weighted average discount rate used to measure lease liabilities was approximately 6.45% at March 31, 2024, and 5.66% at September 30, 2023. The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments.

 

The Company has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 

The Company’s corporate segment leases approximately 100 square feet of office space in Brooklyn, NY on a month-to-month lease at a rent of $600 per month. Short-term rent expense was $3,600 for the six months ended March 31, 2024, and $600 for the six months ended March 31, 2023.

 

The Company’s security segment leases approximately 1,037 square feet of office space in Clovis, CA on a month-to-month lease at a rent of $5,487 per month. Short-term rent expense was $30,362 for the six months ended March 31, 2024.

 

 22 
 

 

A reconciliation of undiscounted cash flows to operating lease liabilities recognized in the condensed consolidated balance sheet at March 31, 2024, is set forth below:

 

Years ending September 30,  Operating Leases 
2024   461,372 
2025   908,932 
2026   711,262 
2027   315,525 
2028   58,085 
Undiscounted lease payments   2,455,176 
Amount representing interest   (200,490)
Discounted lease payments  $2,254,686 

 

Lease costs for the three and six months ended March 31, 2024, and 2023 are set forth below:

 

   2024   2023   2024   2023 
   For the three months ended   For the six months ended 
   March 31,   March 31, 
   2024   2023   2024   2023 
Operating lease costs   195,693    223,213    389,125    484,646 
Short-term lease costs   15,701    -    33,962    - 
Total lease cost  $211,394   $223,213   $423,087   $484,646 

 

NOTE 20 – LINES OF CREDIT AND LONG-TERM LIABILITIES

 

Revolving line of credit

 

On October 5, 2023, the Company obtained a revolving line of credit in the amount of $5,000,000 from Pathward, N.A.. The interest rate will be a rate which is equal to three percentage points (3%) in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”) and matures twenty-four months from the closing date. This loan is secured by the Company’s eligible accounts receivable and eligible finished goods inventory. The Company’s ability to borrow against the line of credit is limited by the value of the eligible assets. As of December 31, 2023, the Company had enough eligible assets to access the full credit line. The Company was in compliance with all loan covenants as of March 31, 2024. The funds were used to pay the NIL Funding term loan and will fund operations of the Vicon entity. As of March 31, 2024, this loan had a balance of $4,019,234, with $36,267 of unamortized loan origination fees, which is included in “Prepaid expenses” on the accompanying Condensed Consolidated Balance Sheet. There were $980,766 in available funds as of March 31, 2024.

 

Standstill Agreement

 

On August 31, 2023, the Company and Streeterville Capital, LLC entered into a standstill agreement for the two notes held by Streeterville Capital, LLC. The terms of this agreement are the earlier of (a) the date that is ninety (90) days from the Effective Date, and (b) the date that the Company completes an equity offering on either Form S-1 or Form S-3 (the “Standstill Period”), Streeterville Capital, LLC will not seek to redeem any portion of the Notes, and (c) the Company agrees to prepay to Lender fifty percent (50%) of the net proceeds received by Borrower in connection with all equity financings until such time as Borrower has raised at least $5,000,000 in aggregate net proceeds.

 

 23 
 

 

The following table outlines the Company’s secured liabilities:

 

         March 31,   September 30, 
   Interest Rate  Maturity  2024   2023 
Fulton Bank - $360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company.  SOFR plus 2.37% (7.71% as of March 31, 2024 and 7.68% as of September 30, 2023).  1/31/2025   69,164    108,700 
Fulton Bank - $360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company.  SOFR plus 2.37% (7.71% as of March 31, 2024 and 7.68% as of September 30, 2023).  01/31/2025   69,164    108,700 
                 
Fulton Bank mortgage $2,476,000. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by the underlying asset.  SOFR plus 2.62%  (7.96% on March 31, 2024 and (7.93% on September 30, 2023).  01/28/2040   2,146,939    2,180,115 
                 
Fulton Bank (HEISEY) - $1,200,000 mortgage loan; requires monthly principal and interest payments through August 1, 2043 with a final payment of remaining principal on September 1, 2043; The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex.  SOFR plus 2.80% per annum (8.14% as of March 31, 2024 and 8.11% as of September 30, 2023).  09/30/2043   1,188,315    1,200,000 
                 
Fulton Bank (HEISEY) - $2,160,000. promissory note related to purchase of Heisey; requires 84 monthly principal and interest payments; The note is collateralized by the Heisey assets and guaranteed by the Parent; matures in 2030.  SOFR plus 2.80% per annum (8.14% as of March 31, 2024 and 8.11% as of September 30, 2023).  07/01/2030   2,004,136    2,122,565 
                 
Note payable - $5,755,000 -  Less original issue discount $750,000 and legal fees $5,000, net cash received $5,000,000 Unamortized original issue discount balance of $0, as of March 31, 2024 and September 30, 2023.  8%  06/30/2025   4,787,348    4,596,589 
                 
Note payable - $9,205,000. Less original issue discount $1,200,000 and legal fees $5,000,net cash received $8,000,000. 28,572 shares of common stock valued at $700,400 recognized as additional original issue discount. Unamortized original issue discount balance of $0 as of March 31, 2024 and September 30, 2023.  8%  02/22/2026   11,709,830    11,243,233 
                 
Note Payable - $240,000 For the purchase of Heisey Mechanical, Ltd.  6%  07/01/2024   240,000    240,000 
                 
Term Loan Agreement with NIL Funding Corporation (“NIL”) - $5,600,000 The Company was in compliance with loan covenants as of September 30, 2023.  11.50%  12/31/2024   -    1,979,743 
                 
Paycheck Protection Program loan - $121,400 - The issuing bank determined that this loan qualifies for loan forgiveness; however the Company is awaiting final approval from the Small Business Administration.  1%  05/05/2025   70,872    91,114 
                 
Software License Agreement - $1,125,000, for the purchase of software source code for use in our Security segment products  N/A  06/03/2024   225,000    675,000 
                 
HDFC Bank Auto Loan - $28,331, for the purchase of automobile at India office. Monthly payments of ₹65,179 ($784.89 as translated as of March 31, 2024). Automobile is collateral for this loan.  8.70%  06/05/2027   26,486    - 
Total debt        $22,468,090   $24,437,059 
Less: Current maturities         (914,170)   (14,507,711)
Long-term debt        $21,553,920   $9,929,348 

 

NOTE 21 – STOCKHOLDERS’ EQUITY

 

Series 1 Preferred Stock

 

The Company’s Series 1 Preferred Stock was suspended from the Nasdaq Capital Market on January 22, 2024. The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP.”

 

Nasdaq informed the Company that Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the SEC following the lapse of applicable appeal periods. The Company does not intend to appeal the Panel’s decision. The Form 25 was filed on March 21, 2024. The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.

 

 24 
 

 

During the six months ended March 31, 2024, 115,037 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.

 

During the six months ended March 31, 2024, the Company has bought back 71,951 shares into treasury for $69,705 under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately negotiated transactions and through an open market program.

 

As of March 31, 2024, and September 30, 2023, there were 2,408,053 and 2,293,016 shares of Series 1 Preferred Stock issued and 2,272,002 and 2,228,916 shares of Series 1 Preferred Stock outstanding, respectively.

 

Common Stock

 

During the six months ended March 31, 2024, 9,853 shares of the Company’s common stock have been issued in exchange for services valued at $40,000.

 

NOTE 22 – SHARE-BASED COMPENSATION

 

For the three and six months ended March 31, 2024, and 2023, the Company recognized $7,558 and $26,735 and $15,116 and $66,577 of share-based compensation expense on its outstanding options, respectively. As of March 31, 2024, $48,189 of unrecognized share-based compensation expense is expected to be recognized over a period of two years. Future compensation amounts will be adjusted for any change in estimated forfeitures.

 

During the six months ended March 31, 2024, no options were granted, cancelled, or forfeited.

 

NOTE 23 – COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business. The Company continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not expect that such legal proceedings will have a material adverse impact on its condensed consolidated financial statements.

 

NOTE 24 – SUBSEQUENT EVENTS

 

On April 5, 2024, 120,725 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock. The holders of the Series 1 Preferred Stock are entitled to receive dividends at the rate of 10% annually, based on the $10.00 per share Preference Amount, payable semiannually.

 

On April 8, 2024, the Company issued an aggregate of 1,946 shares of common stock in exchange for services valued at $9,000

 

On April 8, 2024, the Company cancelled 71,951 shares of Series 1 Preferred Stock that were in Treasury Stock.

 

On April 13, 2024, the Company and CXR, Inc. agreed to structured payments on the first-year royalties with full payment being made by December 31, 2024.

 

Standstill Agreement

 

On April 30, 2024, the Company entered into a Standstill Agreement (the “Agreement”) with Streeterville Capital, LLC (“Streeterville”). Pursuant to the Agreement, Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company, dated September 20, 2021 and February 22, 2022, for a period of one year (the “Standstill Period”) and Streeterville further agreed to extend the maturity dates on the notes to June 30, 2025 and February 22, 2026, respectively. In exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period. Any payments made will be deemed payments under the notes. On May 6, 2024, the Company paid $4,588,897 pursuant to the Agreement.

 

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Underwriting agreement and public offering

 

On May 1, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), in connection with a firm commitment underwritten public offering (the “Offering”) of (i) 554,705 units (the “Common Units”), each consisting of one share of common stock of the Company (“common stock”), a warrant to purchase one share of common stock at an exercise price of $.085 per share or pursuant to an alternative cashless exercise option (described below), which warrant will expire on the two-and-a-half year anniversary of the original issuance date (the “Series A Warrants”) and a warrant to purchase one share of common stock at an exercise price of $0.85 per share, which warrant will expire on the five-year anniversary of the original issuance date (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”); and (ii) 11,210,000 pre-funded units (the “Pre-funded Units” and together with the Common Units, the “Units”), each consisting of one pre-funded warrant to purchase one share of common stock (the “Pre-funded Warrants”), a Series A Warrant and a Series B Warrant. The purchase price of each Unit was $0.85, and the purchase price of each Pre-Funded Unit was $0.849 (which is equal to the public offering price per Common Unit to be sold in the Offering minus $0.001). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

 

In addition, the Company granted the Underwriter a 45-day option to purchase additional 1,764,705 shares of common stock and/or Pre-Funded Warrants, representing up to 15% of the number of common stock and Pre-Funded Warrants sold in the Offering, and/or additional 1,764,705 Series A Warrants representing up to 15% of the Series A Warrants sold in the Offering, and/or additional 1,764,705 Series B Warrants representing up to 15% of the Series B Warrants sold in the Offering solely to cover over-allotments, if any.

 

The Offering closed on May 3, 2024. An aggregate of 11,764,705 Units (which includes 554,705 shares of common stock) and 11,210,000 Pre-Funded Units (which includes 11,210,000 Pre-Funded Warrants) were sold in the Offering. On May 3, 2024, the Underwriter partially exercised its over-allotment option with respect to 1,764,705 Series A Warrants and 1,764,705 Series B Warrants. The aggregate gross proceeds to the Company were approximately $10,035,000, before deducting underwriting discounts and other estimated expenses payable by the Company.

 

Under the terms of the Underwriting Agreement, the Underwriter received an underwriting discount of 7.0% to the public offering price for the Units. In addition, the Company agreed to (a) pay a non-accountable expense allowance to the Underwriter equal to 0.5% of the gross proceeds received in this Offering and (b) to reimburse the Underwriter for certain out-of-pocket expenses, including, but not limited to, up to $100,000 for reasonable legal fees and disbursements for the Underwriter’s counsel.

 

Right of First Refusal

 

Subject to certain conditions, the Company has granted the Underwriter the right of first refusal with respect to certain transactions and for the duration described below.

 

If, for the period beginning on the closing of the Offering and ending fifteen (15) months after the commencement of sales in the offering, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If the Underwriter or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees and terms for transactions of similar size and nature, including indemnification, which are appropriate to such a transaction.

 

Notwithstanding the foregoing, the decision to accept the engagement shall be made by the Underwriter or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company’s notification of financing needs, including a detailed term sheet. The Underwriter’s determination of whether in any case to exercise its right of first refusal will be strictly limited to the terms on such term sheet, and any waiver of such right of first refusal shall apply only to such specific terms. If the Underwriter waives its right of first refusal, any deviation from such terms shall void the waiver and require the Company to seek a new waiver from the right of first refusal.

 

 26 
 

 

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

 

Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “may”, “plans”, “potential” and “intends” and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company’s ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products are evaluated and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.

 

General 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. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.

 

The Company’s reporting segments consist of Security and Industrial Services. Additionally, the Company’s operational structure also reports unallocated corporate expenses.

 

Security

 

Cemtrex’s Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’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’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), 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, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.

 

Significant Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations.

 

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Certain of our accounting policies are deemed “significant”, as they are both most important to the financial statement presentation and require management’s most difficult, subjective, or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our significant accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2023.

 

Results of Operations – For the three months ended March 31, 2024, and 2023

 

Revenues

 

Our Security segment revenues for the three months ended March 31, 2024, decreased by $1,828,966 or 18% to $8,084,932 from $9,913,898 for the three months ended March 31, 2023. This decrease is due to the delay of multiple projects for the Security segment’s products and services.

 

Our Industrial Services segment revenues for the three months ended March 31, 2024, increased by $2,915,164 or 47%, to $9,074,663 from $6,159,499, for the three months ended March 31, 2023. This increase is mainly due to increased demand for the segment’s services and the additional business from the Heisey acquisition completed during the fourth quarter of fiscal year 2023.

 

Gross Profit

 

Gross Profit for the three months ended March 31, 2024, was $6,939,416 or 40% of revenues as compared to gross profit of $7,338,481 or 46% of revenues for the three months ended March 31, 2023.

 

Gross profit in our Security segment was $4,112,969 or 51% of the segment’s revenues for the three months ended March 31, 2024, as compared to gross profit of $5,120,081 or 52% of the segment’s revenues for the period ended March 31, 2023. Gross profit was down due to decreased revenues in the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

 

Gross profit in our Industrial Services segment was $2,826,447 or 31% of the segment’s revenues for the three months ended March 31, 2024, as compared to gross profit of $2,216,191 or 36% of the segment’s revenues for the period ended March 31, 2023. Gross profit as a percentage of revenues decreased due to lower margins related to Heisey acquisition related projects in the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

 

General and Administrative Expenses

 

General and administrative expenses for the three months ended March 31, 2024, increased $1,701,890 or 32% to $7,020,157 from $5,318,267 for the three months ended March 31, 2023. The increase in general and administrative expenses is mainly related to increased sales and marketing activities including payroll, fringe benefits, legal expenses, insurance, travel as well as an increase in insurance, and repairs and maintenance expenses. Legal expenses for the three months ended March 31, 2024, include non-recurring expenses of $360,000.

 

Research and Development Expenses

 

Research and Development expenses for the three months ended March 31, 2024, were $951,400 compared to $1,615,341 for the three months ended March 31, 2023, a decrease of $663,941 or 41%. Research and Development expenses are primarily related to the Security Segment’s development of next generation solutions associated with security and surveillance systems software.

 

Other Income/Expense

 

Other expense for the three months ended March 31, 2024, was $448,039, as compared to $958,634 for the three months ended March 31, 2023. Other expense for the three months ended March 31, 2024, and 2023, was mainly driven by interest on the Company’s debt. Decreases in interest expense relate to $451,422 in deferral charges and $441,733 of amortization of original issue discounts in the three months ended March 31, 2023, that did not occur in the current period.

 

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Provision for Income Taxes

 

During the three months ended March 31, 2024 and 2023, the Company had income tax expense from continuing operations of $100,004 and $0, respectively. The provision for income tax is based upon the current income tax from the Company’s various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions and the Company’s current ability to utilize net loss carryforwards.

 

Income/(loss) from Discontinued Operations

 

For the three months ended March 31, 2024 and 2023, the Company had income on discontinued operations, net of tax of $10,463, and $14,232, respectively. This income is mainly related to the recognition of the royalties due from CXR, Inc.

 

Results of Operations – For the six months ended March 31, 2024, and 2023

 

Revenues

 

Our Security segment revenues for the six months ended March 31, 2024, increased by $334,091 or 2% to $17,252,733 from $16,918,642 for the six months ended March 31, 2023. This increase is due to an increased demand for the Security segment’s products and services.

 

Our Industrial Services segment revenues for the six months ended March 31, 2024, increased by $5,660,031 or 51%, to $16,785,028 from $11,124,997 for the six months ended March 31, 2023. This increase is mainly due to increased demand for the segment’s services and the additional business from the Heisey acquisition completed during the fourth quarter of fiscal year 2023.

 

Gross Profit

 

Gross Profit for the six months ended March 31, 2024, was $14,021,815 or 41% of revenues as compared to gross profit of $12,831,096 or 44% of revenues for the six months ended March 31, 2023.

 

Gross profit in our Security segment was $8,629,916 or 50% of the segment’s revenues for the six months ended March 31, 2024, as compared to gross profit of $8,523,771 or 50% of the segment’s revenues for the six-month period ended March 31, 2023. Gross profit as a percentage of revenues remained constant in the six months ended March 31, 2024, compared to the six months ended March 31, 2023.

 

Gross profit in our Industrial Services segment was $5,391,899 or 32% of the segment’s revenues for the six months ended March 31, 2024, as compared to gross profit of $3,855,116 or 35% of the segment’s revenues for the six-month period ended March 31, 2023. Gross profit as a percentage of revenues decreased due to lower margins related to Heisey acquisition related projects in the six months ended March 31, 2024, compared to the six months ended March 31, 2023.

 

General and Administrative Expenses

 

General and administrative expenses for the six months ended March 31, 2024, increased $3,509,518 or 33% to $13,992,123 from $10,482,605 for the six months ended March 31, 2023. The increase in general and administrative expenses is mainly related to increased payroll, fringe benefits, insurance, professional fees and travel. Increases in payroll include approximately $680,000 in severance and bonus payments. Legal expenses for the six months ended March 31, 2024, include non-recurring expenses of $360,000.

 

Research and Development Expenses

 

Research and Development expenses for the six months ended March 31, 2024, were $1,800,205 compared to $3,445,054 for the six months ended March 31, 2023, a decrease of $1,644,849 or 48%. Research and Development expenses are primarily related to the Security Segment’s development of next generation solutions associated with security and surveillance systems software.

 

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Other Income/Expense

 

Other expense for the six months ended March 31, 2024, was $953,311, as compared to $2,103,951 for the six months ended March 31, 2023. Other expense for the six months ended March 31, 2024, and 2023, was mainly driven by interest on the Company’s debt. Decreases in interest expense relate to $673,253 in deferral charges and $841,800 of amortization of original issue discounts in the six months ended March 31, 2023, that did not occur in the current period.

 

Provision for Income Taxes

 

During the six months ended March 31, 2024 and 2023, the Company had income tax expense from continuing operations of $170,755 and $0. The provision for income tax is based upon the current income tax from the Company’s various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions and the Company’s current ability to utilize net loss carryforwards.

 

Income/(loss) from Discontinued Operations

 

For the six months ended March 31, 2024, the Company had income on discontinued operations, net of tax of $20,955. This income is mainly related to the recognition of the royalties due from CXR, Inc. Losses on discontinued operations for the six months ended March 31, 2023, were $3,225,389 attributable to the operations and sale of the Cemtrex brands discussed in Note 3 to the financial statements included herein.

 

Effects of Inflation

 

The Company’s business and operations have been affected by inflation during the periods for which financial information is presented. In response, the Company has instituted price increases and initiated cost-saving measures to mitigate the effects of inflation on operations.

 

Liquidity and Capital Resources

 

Working capital was $10,300,384 at March 31, 2024, compared to working capital of $1,948,923 at September 30, 2023. This includes cash and equivalents and restricted cash of $4,088,536 at March 31, 2024, and $6,349,562 at September 30, 2023. The increase in working capital was primarily due to the Company’s entry into a standstill agreement on two notes extending the maturity date and holding redemptions for a period of one year.

 

Cash used by operating activities for continuing operations for the six months ended March 31, 2024, and 2023 was $2,752,236 and $5,383,060, respectively. Cash provided by operating activities for discontinued operations for the six months ended March 31, 2023, was $2,488,144. Our negative operating cash flow was mainly the result of our net loss combined with operating changes in trade receivables.

 

Trade receivables increased by $2,326,185 or 25% to $11,535,880 at March 31, 2024, from $9,209,695 at September 30, 2023. The increase in trade receivables is attributable to increased sales in the Industrial Services segment.

 

Cash used by investing activities for continuing operations for the six months ended March 31, 2024, was $455,308 compared to $252,706 used for the six months ended March 31, 2023. Investing activities for the six months ended March 31, 2024, were driven by the Company’s purchase of property and equipment and investment in Masterpiece VR. Investing activities for the six months ended March 31, 2023, were driven by the Company’s purchase of property and equipment.

 

Cash provided by financing activities for the six months ended March 31, 2024, was $1,250,540 compared to using cash of $920,127 for the six months ended March 31, 2023. Financing activities were primarily driven by proceeds and payments on the Company’s revolving line of credit and payments on its secured debt. Financing activities for the six months ended March 31, 2023, were primarily driven by payments on the Company’s debt.

 

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While current debt indicates a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. The Company has $2,916,120 in cash and cash equivalents as of March 31, 2024. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of March 31, 2024, has available capacity of $980,766, (ii) continually reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into an underwriting agreement in connection with underwritten public offering, the aggregate gross proceeds to the Company were approximately $10,035,000, before deducting underwriting discounts and other estimated expenses payable by the Company, and (iv) entered into a Standstill Agreement with Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company for a period of one year expiring on April 30, 2025, in exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period.

 

In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the Company believes these plans if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is no guarantee that we will succeed. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. The Company currently does not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. Absent an ability to raise additional outside capital and restructure or refinance all or a portion of our debt, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date.

 

Each segment of the Company’s operations has positioned itself for growth and the Company’s long-term objectives include, increasing marketing and sales for the Company’s products and services in each segment, increasing the Company’s presence through collaboration partnerships in each segment and through strategic acquisitions of complementary businesses for each segment. These long-term objectives will require sufficient cash to complete, and the Company expects to fund these objectives with cash on hand, issuance of debt, and from proceeds from the sale of the Company’s securities, which may not be sufficient to fully implement our growth initiatives.

 

The condensed consolidated financial statements do not include any adjustments relating to this uncertainty.

 

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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Our CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based on their evaluation, our management has concluded that as of March 31, 2024, our disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the six months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

 

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Part II Other Information

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors

 

See Risk Factors included in our Annual Report on Form 10-K filed with the SEC on December 28, 2023.

 

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

 

During the six months ended March 31, 2024, 9,853 shares of the Company’s common stock have been issued in exchange for services valued at $40,000.

 

Subsequent to the reporting period, on April 8, 2024, the Company issued an aggregate of 1,946 shares of common stock in exchange for services valued at $9,000.

 

Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

N/A

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

Exhibit       Incorporated by Reference   Filed or Furnished    
Number   Exhibit Description   Form   Filing Date   Herewith
2.1   Stock Purchase Agreement, dated December 15, 2015   Form 8-K/A   09/26/2016    
3.1   Certificate of Incorporation filed with the State of Delaware.   Form 10-12G   05/22/2008    
3.2   Bylaws   Form 10-12G   05/22/2008    
3.3   Amendment to Certificate of Incorporation   Form 10-12G   05/22/2008    
3.4   Amendment to Certificate of Incorporation   Form 10-12G   05/22/2008    
3.5   Amendment to Certificate of Incorporation   Form 10-12G   05/22/2008    
3.6   Amendment to Certificate of Incorporation   Form 10-12G   05/22/2008    
3.7   Amendment to Certificate of Incorporation   Form 8-K   08/22/2016    
3.8   Certificate of Designation of the Series A Preferred Shares   Form 8-K   09/10/2009    
3.9   Certificate of Designation of the Series 1 Preferred Shares   Form 8-K   01/24/2017    
3.10   Amendment to Certificate of Incorporation   Form 8-K   09/08/2017    
3.11   Certificate of Correction to the Certificate of Amendment   Form 8-K   06/12/2019    
3.12   Amended Certificate of Designation of the Series 1 Preferred Shares   Form 8-K   04/01/2020    
3.13   Amendment to Certificate of Incorporation   Form 10-K   01/05/2021    
3.14   Certificate of Correction to the Certificate of Amendment   Form 10-Q   05/28/2021    
3.15   Amendment to Certificate of Incorporation   Form 8-K   01/20/2023    
4.1   Form of Subscription Rights Certificate   Form S-1   08/29/2016    
4.2   Form of Series 1 Preferred Stock Certificate   Form S-1/A   11/23/2016    
4.3   Form of Series 1 Warrant   Form S-1/A   12/07/2016    
4.4   Form of Common Stock Purchase Warrant   Form 8-K   03/22/2019    
4.5   Form of Prefunded Warrant   Form S-1/A   04/30/2024    
4.6   Form of Series A Common Stock Purchase Warrant   Form S-1/A   04/30/2024    
4.7   Form of Series B Common Stock Purchase Warrant   Form S-1/A   04/30/2024    
5.1   Opinion of the Doney Law Firm   Form S-1/A   04/30/2024    
10.1   Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 3, 2023   Form 10-Q   05/11/2023    
10.2   Amendment to Loan Documents Between Advanced Industrial Services, Inc. and Fulton Bank, N.A.   Form 10-Q   05/11/2023    
10.3   Amendment to Promissory Note Between Cemtrex, Inc. and Streeterville Capital, LL   Form 10-Q   05/11/2023    
10.4   Securities Purchase Agreement dated June 1, 2020   Form 8-K   06/04/2020    
10.5   Securities Purchase Agreement dated June 9, 2020   Form 8-K   06/12/2020    
10.6   Settlement Agreement and Release between Cemtrex, Inc. and Aron Govil dated February 26, 2021   Form 8-K   02/26/2021    
10.7   Securities Purchase Agreement dated February 22, 2022   Form 10-Q   05/16/2022    
10.8   Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 30, 2022   Form 10-Q   05/16/2022    
10.9   Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022   Form 8-K   11/29/2022    
10.1   Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022   Form 8-K   11/29/2022    
10.11   Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc. and Saagar Govil, dated November 18, 2022   Form 8-K   11/29/2022    
10.12   2020 Equity Compensation Plan   Form S-8   08/17/2020    
10.13   Asset Purchase Agreement, dated as of June 7, 2023   Form 8-K   12/06/2023    
10.14   Form of Lock-Up Agreement   Form S-1/A   04/30/2024    
10.15   Form of Underwriting Agreement   Form S-1/A   04/30/2024    
31.1   Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           X
31.2   Certification of Interim Chief Financial Officer and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           X
32.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.           X
32.2   Certification of Interim Chief Financial Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.           X
99.1   Order pursuant to Section 8A of the Securities Act – dated September 30, 2022.   Form 8-K   10/04/2022    
101.INS   Inline XBRL Instance Document           X
101.SCH   Inline XBRL Taxonomy Extension Schema           X
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase           X
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase           X
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase           X
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase           X
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)           X

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Cemtrex, Inc.
     
Dated: May 14, 2024 By: /s/ Saagar Govil .
    Saagar Govil
    Chief Executive Officer
     
Dated: May 14, 2024   /s/ Paul J. Wyckoff .
    Paul J. Wyckoff
   

Interim Chief Financial Officer

and Principal Financial Officer

 

 35 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Saagar Govil, certify that:

 

1. I have reviewed this report on Form 10-Q of Cemtrex, Inc. and subsidiaries (the “registrant);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Saagar Govil .
  Saagar Govil
  Chief Executive Officer

 

Dated: May 14, 2024

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Paul J. Wyckoff, certify that:

 

1. I have reviewed this report on Form 10-Q of Cemtrex, Inc. and subsidiaries (the “registrant);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Paul J. Wyckoff .
  Paul J. Wyckoff
  Interim Chief Financial Officer
  and Principal Financial Officer

 

Dated: May 14, 2024

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Saagar Govil, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

  /s/ Saagar Govil.
  Saagar Govil
  Chief Executive Officer

 

Dated: May 14, 2024

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul J. Wyckoff, Interim Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

  /s/ Paul J. Wyckoff .
  Paul J. Wyckoff
  Interim Chief Financial Officer
  and Principal Financial Officer
Dated: May 14, 2024  

 

 

v3.24.1.1.u2
Cover - shares
6 Months Ended
Mar. 31, 2024
May 10, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --09-30  
Entity File Number 001-37464  
Entity Registrant Name CEMTREX, INC.  
Entity Central Index Key 0001435064  
Entity Tax Identification Number 30-0399914  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 135 Fell Ct  
Entity Address, City or Town Hauppauge  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11788  
City Area Code 631  
Local Phone Number 756-9116  
Title of 12(b) Security Common Stock  
Trading Symbol CETX  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   10,652,287
v3.24.1.1.u2
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Current assets    
Cash and cash equivalents $ 2,916,120 $ 5,329,910
Restricted cash 1,172,416 1,019,652
Short-term investments 13,853 13,663
Inventory, net 7,397,747 8,739,219
Contract assets, net 1,979,679 1,739,201
Prepaid expenses and other current assets 1,910,415 2,098,359
Total current assets 28,405,813 29,293,041
Property and equipment, net 8,902,051 9,218,701
Right-of-use operating lease assets 2,193,011 2,287,623
Goodwill 4,381,891 4,381,891
Other 2,161,862 1,836,009
Total Assets 47,246,262 48,453,743
Current liabilities    
Sales tax payable 37,487 35,829
Revolving line of credit 4,019,234
Current maturities of long-term liabilities 914,170 14,507,711
Operating lease liabilities - short-term 792,141 741,487
Deposits from customers 207,708 57,434
Accrued expenses 2,676,079 2,784,390
Contract liabilities 1,899,409 980,319
Deferred revenue 1,404,608 1,583,406
Accrued income taxes 404,288 388,627
Total current liabilities 18,105,429 27,344,118
Long-term liabilities    
Long-term debt 21,553,920 9,929,348
Long-term operating lease liabilities 1,462,545 1,607,202
Other long-term liabilities 317,093 501,354
Deferred Revenue - long-term 654,617 727,928
Total long-term liabilities 23,988,175 12,765,832
Total liabilities 42,093,604 40,109,950
Commitments and contingencies
Stockholders’ equity    
Common stock, $0.001 par value, 50,000,000 shares authorized, 1,055,636 shares issued and outstanding at March 31, 2024 and 1,045,783 shares issued and outstanding at September 30, 2023 1,056 1,046
Additional paid-in capital 68,936,696 68,881,705
Accumulated deficit (66,806,600) (64,125,895)
Treasury stock, 136,051 shares of Series 1 Preferred Stock at March 31, 2024 and 64,100 shares of Series 1 Preferred Stock at September 30, 2023 (217,996) (148,291)
Accumulated other comprehensive income 2,773,784 3,076,706
Total Cemtrex stockholders’ equity 4,689,398 7,687,614
Non-controlling interest 463,260 656,179
Total liabilities and stockholders’ equity 47,246,262 48,453,743
Series 1 Preferred Stock [Member]    
Stockholders’ equity    
Preferred stock, value 2,408 2,293
Series C Preferred Stock [Member]    
Stockholders’ equity    
Preferred stock, value 50 50
Nonrelated Party [Member]    
Current assets    
Trade receivables, net - related party 11,535,880 9,209,695
Current liabilities    
Accounts payable - related party 5,741,091 6,196,406
Related Party [Member]    
Current assets    
Trade receivables, net - related party 1,479,703 1,143,342
Royalties receivable, net - related party 440,049 674,893
Note receivable, net - related party 761,585 761,585
Current liabilities    
Accounts payable - related party $ 9,214 $ 68,509
v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2024
Sep. 30, 2023
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 50,000,000 50,000,000
Common stock, shares issued 1,055,636 1,045,783
Common stock shares outstanding 1,055,636 1,045,783
Series 1 Preferred Stock [Member]    
Preferred stock, shares authorized 3,000,000 3,000,000
Preferred stock, shares issued 2,408,053 2,293,016
Preferred stock, shares outstanding 2,272,002 2,228,916
Preferred stock, liquidation value per share $ 10 $ 10
Series C Preferred Stock [Member]    
Preferred stock, shares authorized 100,000 100,000
Preferred stock, shares issued 50,000 50,000
Preferred stock, shares outstanding 50,000 50,000
v3.24.1.1.u2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]        
Revenues $ 17,159,595 $ 16,073,397 $ 34,037,761 $ 28,043,639
Cost of revenues 10,220,179 8,734,916 20,015,946 15,662,543
Gross profit 6,939,416 7,338,481 14,021,815 12,381,096
Operating expenses        
General and administrative 7,020,157 5,318,267 13,992,123 10,482,605
Research and development 951,400 1,615,341 1,800,205 3,445,054
Total operating expenses 7,971,557 6,933,608 15,792,328 13,927,659
Operating (loss)/income (1,032,141) 404,873 (1,770,513) (1,546,563)
Other (expense)/income        
Other income/(expense), net 144,765 376,504 223,176 359,421
Interest expense (592,804) (1,335,138) (1,176,487) (2,463,372)
Total other (expense)/income, net (448,039) (958,634) (953,311) (2,103,951)
Net loss before income taxes (1,480,180) (553,761) (2,723,824) (3,650,514)
Income tax expense (100,004) (170,755)
Loss from Continuing operations (1,580,184) (553,761) (2,894,579) (3,650,514)
Income/(loss) from discontinued operations, net of tax 10,463 14,232 20,955 (3,225,389)
Net loss (1,569,721) (539,529) (2,873,624) (6,875,903)
Less (loss)/income in noncontrolling interest (96,510) 55,265 (192,919) (3,898)
Net loss attributable to Cemtrex, Inc. stockholders $ (1,473,211) $ (594,794) $ (2,680,705) $ (6,872,005)
(Loss)/income per share - Basic & Diluted        
Continuing Operations Income Loss per share - Basic $ (1.46) $ (0.82) $ (2.62) $ (4.70)
Continuing Operations Income Loss per share - Diluted (1.46) (0.82) (2.62) (4.70)
Discontinued Operations Income Loss per share - Basic 0.01 0.02 0.02 (4.09)
Discontinued Operations Income Loss per share - Diluted $ 0.01 $ 0.02 $ 0.02 $ (4.09)
Weighted Average Number of Shares - Basic 1,055,636 815,498 1,051,630 788,265
Weighted Average Number of Shares - Diluted 1,055,636 815,498 1,051,630 788,265
v3.24.1.1.u2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Other comprehensive loss        
Net loss $ (1,569,721) $ (539,529) $ (2,873,624) $ (6,875,903)
Foreign currency translation loss (530,686) (317,218) (302,922) (93,649)
Comprehensive loss (2,100,407) (856,747) (3,176,546) (6,969,552)
Less comprehensive income/(loss) attributable to noncontrolling interest 96,510 (55,265) 192,919 3,898
Comprehensive loss attributable to Cemtrex, Inc. stockholders $ (2,196,917) $ (801,482) $ (3,369,465) $ (6,973,450)
v3.24.1.1.u2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Series 1 Preferred Stock [Member]
Preferred Stock [Member]
Series C Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock, Preferred [Member]
AOCI Attributable to Parent [Member]
Total
Noncontrolling Interest [Member]
Balance, value at Sep. 30, 2022 $ 2,079 $ 50 $ 755 $ 66,641,698 $ (54,929,020) $ (148,291) $ 2,377,525 $ 13,944,796 $ 692,742
Balance, shares at Sep. 30, 2022 2,079,122 50,000 754,711            
Foreign currency translation loss       223,569 223,569  
Share-based compensation       39,842     39,842
Dividends paid in Series 1 preferred shares $ 104     (104)  
Dividends paid in Series 1 preferred shares, shares 104,341                
Income attributable to noncontrolling interest       (59,163)
Shares issued to pay for services, shares               9,853  
Net loss         (6,277,211)     $ (6,277,211)  
Shares issued to pay notes payable $ 39 232,106   232,145  
Shares issued to pay notes payable, shares     39,016            
Balance, value at Dec. 31, 2022 $ 2,183 50 $ 794 66,913,542 (61,206,231) (148,291) 2,601,094 8,163,141 633,579
Balance, shares at Dec. 31, 2022 2,183,463   793,727            
Balance, value at Sep. 30, 2022 $ 2,079 $ 50 $ 755 66,641,698 (54,929,020) (148,291) 2,377,525 13,944,796 692,742
Balance, shares at Sep. 30, 2022 2,079,122 50,000 754,711            
Net loss               (6,872,005)  
Balance, value at Mar. 31, 2023 $ 2,183 $ 50 $ 828 67,042,743 (61,801,025) (148,291) 2,283,876 7,380,364 688,844
Balance, shares at Mar. 31, 2023 2,183,463 50,000 828,570            
Balance, value at Dec. 31, 2022 $ 2,183 $ 50 $ 794 66,913,542 (61,206,231) (148,291) 2,601,094 8,163,141 633,579
Balance, shares at Dec. 31, 2022 2,183,463   793,727            
Foreign currency translation loss       (317,218) (317,218)
Share-based compensation       26,735       26,735  
Income attributable to noncontrolling interest             55,265
Shares issued to pay for services     $ 15 102,485   102,500  
Shares issued to pay for services, shares     15,529            
Net loss         (594,794)     (594,794)  
Additional rounding shares issued for reverse stock split $ 19 (19)
Additional rounding shares issued for reverse stock split, shares     19,314            
Balance, value at Mar. 31, 2023 $ 2,183 $ 50 $ 828 67,042,743 (61,801,025) (148,291) 2,283,876 7,380,364 688,844
Balance, shares at Mar. 31, 2023 2,183,463 50,000 828,570            
Balance, value at Sep. 30, 2023 $ 2,293 $ 50 $ 1,046 68,881,705 (64,125,895) (148,291) 3,076,706 7,687,614 656,179
Balance, shares at Sep. 30, 2023 2,293,016 50,000 1,045,783            
Foreign currency translation loss         227,764 227,764
Share-based compensation       7,558     7,558  
Dividends paid in Series 1 preferred shares $ 115     (115)  
Dividends paid in Series 1 preferred shares, shares 115,037                
Income attributable to noncontrolling interest             (96,409)
Shares issued to pay for services     $ 10 39,990       40,000  
Net loss       (1,207,494)     (1,207,494)  
Balance, value at Dec. 31, 2023 $ 2,408 $ 50 $ 1,056 68,929,138 (65,333,389) (148,291) 3,304,470 6,755,442 559,770
Balance, shares at Dec. 31, 2023 2,408,053 50,000 1,055,636            
Balance, value at Sep. 30, 2023 $ 2,293 $ 50 $ 1,046 68,881,705 (64,125,895) (148,291) 3,076,706 7,687,614 656,179
Balance, shares at Sep. 30, 2023 2,293,016 50,000 1,045,783            
Shares issued to pay for services               $ 40,000  
Shares issued to pay for services, shares               9,853  
Net loss               $ (2,680,705)  
Balance, value at Mar. 31, 2024 $ 2,408 $ 50 $ 1,056 68,936,696 (66,806,600) (217,996) 2,773,784 4,689,398 463,260
Balance, shares at Mar. 31, 2024 2,408,053 50,000 1,055,636            
Balance, value at Dec. 31, 2023 $ 2,408 $ 50 $ 1,056 68,929,138 (65,333,389) (148,291) 3,304,470 6,755,442 559,770
Balance, shares at Dec. 31, 2023 2,408,053 50,000 1,055,636            
Foreign currency translation loss   (530,686) (530,686)
Share-based compensation       7,558       7,558  
Income attributable to noncontrolling interest     (96,510)
Shares issued to pay for services          
Net loss       (1,473,211)     (1,473,211)  
Purchase of treasury stock           (69,705)   (69,705)  
Balance, value at Mar. 31, 2024 $ 2,408 $ 50 $ 1,056 $ 68,936,696 $ (66,806,600) $ (217,996) $ 2,773,784 $ 4,689,398 $ 463,260
Balance, shares at Mar. 31, 2024 2,408,053 50,000 1,055,636            
v3.24.1.1.u2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash Flows from Operating Activities    
Net loss $ (2,873,624) $ (6,875,903)
Adjustments to reconcile net loss to net cash used by operating activities    
Depreciation and amortization 673,190 448,388
Gain on disposal of property  and equipment 64,908
Noncash lease expense 389,125 420,411
Bad debt expense 35,213 (1,543)
Share-based compensation 15,116 66,577
Income tax expense (96,750)
Interest expense paid in equity shares 32,145
Accounts payable paid in equity shares 40,000 102,500
Accrued interest on notes payable 657,355 1,290,615
Non-cash royalty income (26,564)
Gain/(loss) on marketable securities (190) 58
Amortization of original issue discounts on notes payable 883,467
Amortization of loan origination costs 36,267
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:    
Trade receivables (2,317,074) (1,870,729)
Trade receivables - related party (178,980) (408,464)
Inventory 1,341,472 (73,209)
Contract assets (240,478) (12,597)
Prepaid expenses and other current assets 483,043 (141,562)
Other assets (225,853) (185,165)
Accounts payable (455,315) 256,584
Accounts payable - related party 408 (15,765)
Sales tax payable 1,658 90,204
Operating lease liabilities (388,516) (356,176)
Deposits from customers 150,274 1,618
Accrued expenses (108,311) 701,414
Contract liabilities 919,090 554,966
Deferred revenue (252,109) (86,106)
Income taxes payable (146,422) (37,698)
Other liabilities (184,261) (231,998)
Net cash used by operating activities - continuing operations (2,752,236) (5,383,060)
Net cash provided by operating activities - discontinued operations 2,488,144
Net cash used by operating activities (2,752,236) (2,894,916)
Cash Flows from Investing Activities    
Purchase of property and equipment (355,308) (263,732)
Proceeds from sale of property and equipment 11,026
Investment in MasterpieceVR (100,000)
Net cash used by investing activities (455,308) (252,706)
Cash Flows from Financing Activities    
Proceeds on revolving line of credit 19,360,672
Payments on revolving line of credit (15,413,971)
Payments on debt (2,429,743) (544,370)
Payments on Paycheck Protection Program Loans (20,242) (10,033)
Proceeds on bank loans 28,331
Payments on bank loans (204,802) (365,724)
Purchases of treasury stock (69,705)  
Net cash provided by/(used by) financing activities 1,250,540 (920,127)
Effect of currency translation (304,022) (126,593)
Net decrease in cash, cash equivalents, and restricted cash (1,957,004) (4,067,749)
Cash, cash equivalents, and restricted cash at beginning of period 6,349,562 11,473,676
Cash, cash equivalents, and restricted cash at end of period 4,088,536 7,279,334
Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash    
Cash and cash equivalents 2,916,120 6,634,037
Restricted cash 1,172,416 645,297
Total cash, cash equivalents, and restricted cash 4,088,536 7,279,334
Supplemental Disclosure of Cash Flow Information:    
Cash paid during the period for interest 482,865 257,145
Cash paid during the period for income taxes, net of refunds 146,422 37,698
Supplemental Schedule of Non-Cash Investing and Financing Activities    
Shares issued to pay notes payable 232,145
Financing of fixed asset purchase 28,331
Investment in right of use asset $ 294,513 $ 76,506
v3.24.1.1.u2
ORGANIZATION AND PLAN OF OPERATIONS
6 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND PLAN OF OPERATIONS

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

 

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. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.

 

The Company’s reporting segments consist of Security and Industrial Services. Additionally, the Company’s operational structure also reports unallocated corporate expenses.

 

Security

 

Cemtrex’s Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’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’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), 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, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.

 

Acquisition of Heisey Mechanical

 

On July 1, 2023, the Company under AIS, completed the acquisition of a leading service contractor and steel fabricator that specializes in industrial and water treatment markets, Heisey Mechanical, Ltd. (“Heisey”) based in Columbia, Pennsylvania for $2,400,000 plus adjustments for the outstanding contract assets and liabilities of $393,291. The real estate of the business was purchased at fair market value on August 30, 2023, for $1,500,000 in a separate transaction.

 

Heisey provides the water treatment industry with a variety of fabricated vessels and equipment including ASME pressure vessels, heat exchangers, mix tanks, reactors, and other specialized fabricated equipment. Additionally, the contracting team assists with installation and service of fabricated items. The company has over 33,000 square feet of manufacturing floor space in its facility and an experienced staff of fabricators, welders, and field mechanics.

 

The purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of Heisey’s identifiable tangible and intangible assets acquired and liabilities assumed as of July 1, 2023. The final allocation of the purchase price will be determined within one year from the closing date of the Heisey acquisition.

 

 

The consideration transferred and preliminary allocation of Heisey’s tangible and intangible assets and liabilities, are as follows:

  

Consideration Transferred:    
Cash  $393,291 
Seller’s note   240,000 
Financed amount   2,160,000 
Total consideration transferred  $2,793,291 
      
Purchase Price Allocation:     
Inventory   300,000 
Contract assets   667,259 
Machinery and equipment   1,625,000 
Contract liabilities   (216,469)
Accrued expenses   (57,499)
Goodwill   475,000 
Total consideration transferred  $2,793,291 

 

The pro forma summary below presents the results of operations as if the Heisey acquisition occurred on October 1, 2022. Proforma adjustments for the three months ended March 31, 2023, includes $63,900 of depreciation expense from acquired fixed assets, $32,460 of interest expense on the debt used in the acquisition, and $41,331 of income tax expense. Proforma adjustments for the six months ended March 31, 2023, includes $127,800 of depreciation expense from acquired fixed assets, $65,860 of interest expense on the debt used in the acquisition, and $34,433 of income tax expense. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of the Company’s future consolidated results of operations.

  

   March 31, 2023   March 31, 2023 
   Unaudited 
   for the
three months ended
   for the
six months ended
 
   March 31, 2023   March 31, 2023 
         
Revenues  $19,369,100   $32,542,938 
Net gain/(loss)   41,272    (6,392,032)

 

On August 30, 2023, the Company acquired a mortgage in the amount of $1,200,000 from Fulton Bank to finance the purchase of the properties formerly owned by Heisey Mechanical Ltd. The mortgage carries interest at the Secured Overnight Financing Rate (SOFR) plus 2.8% and matures on September 30, 2043.

 

Nasdaq Notices for Listing Deficiencies

 

On July 29, 2022, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s Series 1 Preferred Stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). On January 26, 2023, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that, it had been granted an additional 180 days or until July 24, 2023, to regain compliance with the Minimum Bid Price Requirement based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. On September 8, 2023, the Company received a letter from the Nasdaq Hearings Panel (“Panel”) informing the Company that the Panel has granted the Company a temporary exception to regain compliance with The Nasdaq Stock Market LLC’s (“Nasdaq” or the “Exchange”) Listing Rule 5555(a)(1) (the “Bid Price Rule”) by no later than January 19, 2024. The Company has announced a special meeting of Series 1 Preferred Stock shareholders was scheduled for December 26, 2023, to approve the reverse stock split. On December 26, 2023, the meeting was adjourned to December 29, 2023, due to insufficient votes represented by proxy or virtually in person to constitute a quorum for the transaction of business at the Special Meeting. On December 29, 2023, there were still insufficient votes represented by proxy or virtually in person to constitute a quorum thus the resolution did not pass.

 

 

On January 5, 2024 and January 12, 2024, the Company bought back an aggregate of 71,951 shares for $69,705 under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately negotiated transactions and through an open market program. Subsequent to the balance sheet date, these shares were cancelled. The Company’s Series 1 Preferred Stock was delisted from the NASDAQ Capital Market on January 22, 2024. The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP”. Nasdaq filed a Form 25 on March 21, 2024. The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.

 

Going Concern Considerations

 

The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued.

 

This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

 

The Company has incurred substantial losses of $9,196,875 and $13,020,958 for fiscal years 2023 and 2022, respectively, and has losses on continuing operations for the six months ending March 31, 2024, of $2,894,579 and has debt obligations over the next year of $18,105,429 and working capital of $10,300,384, that raise substantial doubt with respect to the Company’s ability to continue as a going concern.

 

While current debt indicates a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. The Company has $2,916,120 in cash and cash equivalents as of March 31, 2024. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of March 31, 2024, has available capacity of $980,766, (ii) continually reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into an underwriting agreement in connection with underwritten public offering, the aggregate gross proceeds to the Company were approximately $10,035,000, before deducting underwriting discounts and other estimated expenses payable by the Company, and (iv) entered into a Standstill Agreement with Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company for a period of one year expiring on April 30, 2025, in exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period.

 

 

In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the Company believes these plans if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is no guarantee that we will succeed. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. As of March 31, 2024, the Company did not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. With the subsequent public offering, the Company has the ability to meet its debt obligations for the next twelve months.

 

The condensed consolidated financial statements do not include any adjustments relating to this uncertainty.

 

v3.24.1.1.u2
INTERIM STATEMENT PRESENTATION
6 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
INTERIM STATEMENT PRESENTATION

NOTE 2 – INTERIM STATEMENT PRESENTATION

 

Basis of Presentation and Use of Estimates

 

The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2023, of Cemtrex, Inc.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.

 

Significant Accounting Policies

 

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2023, includes a summary of the significant accounting policies used in the preparation of the condensed consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Update 2016-13”). Update 2016-13 replaced the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables. For public business entities, the new standard became effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period. On October 1, 2023, the Company implemented this standard and there has been no material change to the condensed consolidated financial statements.

 

The following table illustrates the effect of implementation of Update 2016-13 on the condensed consolidated balance sheet:

 

Assets: 

October 1, 2023

As reported

under ASC 326

  

September 30,

2023 Pre-ASC 326

Adoption

  

Impact of ASC

326 Adoption

 
Trade receivables, net  $234,924   $234,924   $- 
Contract assets, net  $8,696   $-   $8,696 
Royalties receivable, net - related party  $10,000   $-   $10,000 
Note receivable, net - related party  $44,761   $44,761   $- 

 

The Company estimates credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts.

 

 

The Company will utilize the Probability-of-default method for financing receivables and loans. Expected credit losses are determined by multiplying the probability of default (i.e., the probability the asset will default within the given time frame) by the loss given default (the percentage of the asset not expected to be collected because of default). The Company considers sources of repayment associated with a financial asset when determining its credit losses, including collection against the collateral and certain embedded credit enhancements, such as guarantees or insurance. The allowance for credit losses was immaterial as of March 31, 2024.

 

The following table illustrates the current expected credit losses activity for the six months ended March 31, 2024:

 

             
  

As of

October 1, 2023

  

For the six

months ended

March 31, 2024

  

As of

March 31, 2024

 
Assets:               
Trade receivables, net  $234,924   $(9,111)  $225,813 
Trade receivables, net - related party  $-   $-   $- 
Contract assets, net  $8,696   $27,660   $36,356 
Royalties receivable, net - related party  $10,000   $-   $10,000 
Note receivable, net - related party  $44,761   $20,047   $64,808 

 

Recently Issued Accounting Pronouncements Not Yet Effective

 

On June 30, 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. On the basis of interpretations of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be inconsistent with the principles of ASC 820. To reduce the diversity in practice and increase the comparability of reported financial information, ASU 2022-03 clarifies this guidance and amends the illustrative example. ASU No. 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of this ASU on the condensed consolidated financial statements.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements. ASU 2023-07 is effective for the Company for annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of ASU 2023-07 on the condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending September 30, 2026. The Company is currently in the process of evaluating the impact of adoption on the condensed consolidated financial statements.

 

The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements.

 

v3.24.1.1.u2
DISCONTINUED OPERATIONS
6 Months Ended
Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

NOTE 3 – DISCONTINUED OPERATIONS

 

On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, which include the brand SmartDesk, and Cemtrex XR, Inc., which include the brands Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil.

 

Due to the on-going losses and risk associated with the SmartDesk business the Company has valued the royalty and SAFE agreement associated with the SmartDesk sale at $0 and considers such consideration to be a gain contingency.

 

Based on sales projections for Cemtrex XR, Inc., the Company does not believe that it will exceed the sales levels required to exceed the $820,000 royalties due and has not accounted for any additional royalties at this time. In accordance with ASC 310 – Receivables, the Company has discounted the royalties due and has recognized $13,282 during the three-month periods ended March 31, 2024, and 2023, and $26,563, and $17,709, during the six-month periods ended March 31, 2024, and 2023, respectively, and will amortize the remaining amount over the period the royalties are due.

 

 

The following table summarizes the loss on the sale recorded during the three months ended December 31, 2022, included in Income/(loss) from discontinued operations, net of tax in the accompanying condensed consolidated statement of operations:

 

      
Purchase Price  $745,621 
Less cash and cash equivalents transferred   (699,423)
Less liabilities assumed   (10,924)
Net purchase price  $35,274 
      
Assets Sold     
Accounts receivable, net  $625,638 
Inventory, net   980,730 
Prepaid expenses and other assets   502,577 
Property and equipment, net   837,808 
Goodwill   598,392 
Total Assets Sold   3,545,145 
Liabilities Transferred     
Accounts payable   370,774 
Short-term liabilities   364,775 
Long-term liabilities   318,981 
Total Liabilities Transferred   1,054,530 
Net assets sold  $2,490,615 
      
Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies  $(2,455,341)

 

As of March 31, 2024, and September 30, 2023, there were no assets or liabilities included within discontinued operations on the Company’s Condensed Consolidated Balance Sheets.

 

During the first quarter of fiscal 2023, Vicon completed the closure of its discontinued operating entity Vicon Systems, Ltd. located in Israel. The Company received funds related to benefit obligations of $96,095, which at the time of operational closure were not guaranteed to be retrievable. The Company paid $7,010 in consulting fees for assistance in retrieving these funds. The net amount of $89,085 is recognized on the Company’s Condensed Consolidated Statement of Operations as part of the Loss on Discontinued Operations.

 

 

Income/(loss)from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of Cemtrex Advanced Technologies, Inc. and Cemtrex XR, Inc., sold during the first quarter of fiscal year 2023, which are presented in total as discontinued operations, net of tax in the Company’s Condensed Consolidated Statements of Operations for the three and six month periods ended March 31, 2024 and 2023, are as follows:

 

   2024   2023   2024   2023 
   Three months ended March 31,   Six months ended March 31, 
   2024   2023   2024   2023 
                 
Total net sales  $-   $-   $-   $649,061 
Cost of sales   -    -    -    228,086 
Operating, selling, general and administrative expenses   39    492    39    1,296,064 
Other (income)/expenses   -    -    -    3,195 
Income (loss) from discontinued operations   (39)   (492)   (39)   (878,284)
Amortization of discounted royalties   13,282    14,724    26,564    19,151 
Loss on sale of discontinued operations   -    -    -    (2,455,341)
Adjustment of benefit obligation   -    -    -    89,085 
Income tax provision   2,780    -    5,570    - 
Discontinued operations, net of tax  $10,463   $14,232   $20,955   $(3,225,389)

 

v3.24.1.1.u2
REVENUE
6 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE

NOTE 4 – REVENUE

 

The following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for the three and six months ended March 31, 2024 and 2023:

 

   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
Over time   58%   46%   55%   48%
Point-in-time   42%   54%   45%   52%

 

v3.24.1.1.u2
LOSS PER COMMON SHARE
6 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
LOSS PER COMMON SHARE

NOTE 5 – LOSS PER COMMON SHARE

 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. For the three and six months ended March 31, 2024, and 2023, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive:

 

   2024   2023   2024   2023 
   For the six months ended   For the three months ended 
   March 31,   March 31, 
   2024   2023   2024   2023 
                     
Options   28,796    28,796    28,796    28,796 

 

For the three and six months ended March 31, 2024 and 2023, loss per share basic and diluted for continuing operations are calculated as follows:

 

   2024   2023   2024   2023 
   For the three months   For the six months 
   March 31,   March 31, 
   2024   2023   2024   2023 
Loss from Continuing operations  $(1,580,184)  $(553,761)  $(2,894,579)  $(3,650,514)
Less (loss)/gain in noncontrolling interest   (96,510)   55,265    (192,919)   (3,898)
Preferred stock dividends   52,515    58,720    52,515    58,720 
Net loss applicable to common shareholders   (1,536,189)   (667,746)   (2,754,175)   (3,705,336)
Weighted Average Number of Shares-Basic & Diluted   1,055,636    815,498    1,051,630    788,265 
Loss per share - Basic & Diluted - Continuing Operations  $(1.46)  $(0.82)  $(2.62)  $(4.70)

 

 

v3.24.1.1.u2
SEGMENT INFORMATION
6 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION

NOTE 6 – SEGMENT INFORMATION

 

The Company reports and evaluates financial information for two reportable segments: the Security segment and the Industrial Services segment.

 

The following tables summarize the Company’s reportable segment information and unallocated corporate expenses:

 

   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
   Three months ended March 31, 2024   Three months ended March 31, 2023  
  Reportable Segments            Reportable Segments          
   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
Revenues  $8,084,932   $9,074,663   $-   $17,159,595   $9,913,898   $6,159,499   $-   $16,073,397 
Cost of revenues   3,971,963    6,248,216    -    10,220,179    4,793,817    3,941,099    -    8,734,916 
Gross profit  $4,112,969   $2,826,447   $-   $6,939,416   $5,120,081   $2,218,400   $-   $7,338,481 
Operating expenses                                        
Sales, general, and administrative   3,833,596    1,897,269    984,403    6,715,268    2,965,659    1,336,313    807,242    5,109,214 
Depreciation and amortization   71,260    233,629    -    304,889    31,543    157,385    20,125    209,053 
Research and development   951,400    -    -    951,400    1,615,341    -    -    1,615,341 
Operating income/(loss)  $(743,287)  $695,549   $(984,403)  $(1,032,141)   507,538    724,702    (827,367)   404,873 
                                         
Other income/(expense)  $(138,633)  $(78,289)  $(231,117)  $(448,039)  $337,191   $(29,866)  $(1,265,959)  $(958,634)

 

   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
   Six months ended March 31, 2024   Six months ended March 31, 2023  
   Reportable Segments             Reportable Segments           
   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
Revenues  $17,252,733   $16,785,028   $-   $34,037,761   $16,918,642   $11,124,997   $-   $28,043,639 
Cost of revenues   8,622,817    11,393,129    -    20,015,946    8,394,871    7,267,672    -    15,662,543 
Gross profit  $8,629,916   $5,391,899   $-   $14,021,815   $8,523,771   $3,857,325   $-   $12,381,096 
Operating expenses                                        
General, and administrative   8,161,224    3,426,532    1,731,177    13,318,933    5,715,088    2,525,178    1,793,951    10,034,217 
Depreciation and amortization   199,412    473,778    -    673,190    71,203    324,906    52,279    448,388 
Research and development   1,800,205    -    -    1,800,205    3,445,054    -    -    3,445,054 
Operating (loss)/income  $(1,530,925)  $1,491,589   $(1,731,177)  $(1,770,513)  $(707,574)  $1,007,241   $(1,846,230)  $(1,546,563)
                                         
Other income/(expense)  $(272,894)  $(186,433)  $(493,984)  $(953,311)  $224,792   $(61,426)  $(2,267,317)  $(2,103,951)

 

Unallocated corporate expenses mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related audit and taxes, legal expenses related to corporate matters, and interest expense on notes payable.

 

v3.24.1.1.u2
RESTRICTED CASH
6 Months Ended
Mar. 31, 2024
Cash and Cash Equivalents [Abstract]  
RESTRICTED CASH

NOTE 7 – RESTRICTED CASH

 

A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. These funds, as required by the plan are restricted in nature and amounted to $1,072,416 at March 31, 2024, and $919,652 at September 30, 2023. The Company has $100,000 in restricted cash held in escrow pending final disbursement of expenses related to the Heisey acquisition as of March 31, 2024 and September 30, 2023.

 

v3.24.1.1.u2
FAIR VALUE MEASUREMENTS
6 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

NOTE 8 – FAIR VALUE MEASUREMENTS 

 

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

 

The three levels of the fair value hierarchy under the guidance for fair value measurements are described below:

 

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment funds. The Company measures trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions.

 

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.

 

The Company’s fair value assets at March 31, 2024, and September 30, 2023, are as follows.

 

   Quoted Prices   Significant         
   in Active   Other   Significant   Balance 
   Markets for   Observable   Unobservable   as of 
   Identical Assets   Inputs   Inputs   March 31, 
   (Level 1)   (Level 2)   (Level 3)   2024 
Assets                    
Investment in marketable securities                                    
(included in short-term investments)  $13,853   $-   $-   $13,853 
                     
                     
   $13,853   $-   $-   $13,853 

 

   Quoted Prices   Significant         
   in Active   Other   Significant   Balance 
   Markets for   Observable   Unobservable   as of 
   Identical Assets   Inputs   Inputs   September 30, 
   (Level 1)   (Level 2)   (Level 3)   2023 
Assets                    
Investment in marketable securities                                      
(included in short-term investments)  $13,663   $-   $-   $13,663 
                     
   $13,663   $-   $-   $13,663 

 

v3.24.1.1.u2
TRADE RECEIVABLES, NET
6 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
TRADE RECEIVABLES, NET

NOTE 9 – TRADE RECEIVABLES, NET

 

Trade receivables, net consist of the following:

 

   March 31,   September 30, 
   2024   2023 
Trade receivables  $11,761,693   $9,444,619 
Allowance for credit losses   (225,813)   (234,924)
Accounts receivables, net, total  $11,535,880   $9,209,695 

 

Trade receivables include amounts due for shipped products and services rendered.

 

 

Allowance for credit losses include estimated losses resulting from the inability of our customers to make the required payments.

 

v3.24.1.1.u2
PREPAID EXPENSES AND OTHER CURRENT ASSETS
6 Months Ended
Mar. 31, 2024
Prepaid Expenses And Other Current Assets  
PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 10 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets consist of the following:

 

   March 31, 2024   September 30, 2023 
         
Prepaid expenses  $838,980   $521,310 
Prepaid inventory   498,631    1,084,051 
Deferred costs   83,502    25,941 
Loan origination costs   36,267    - 
Prepaid income taxes   428,193    168,555 
VAT and GST tax receivable   24,842    298,502 
Prepaid expenses and other current assets total  $1,910,415   $2,098,359 

 

 

v3.24.1.1.u2
INVENTORY, NET
6 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORY, NET

NOTE 11 – INVENTORY, NET

 

Inventory, net consisted of the following:

 

   March 31,   September 30, 
   2024   2023 
Raw materials  $797,943   $885,398 
Work in progress   304,563    109,019 
Finished goods   6,295,241    7,744,802 
Inventory, net   7,397,747    8,739,219 

 

The Company maintained an allowance for obsolete inventories of $502,577 and $618,021 at March 31, 2024 and September 30, 2023, respectively.

 

v3.24.1.1.u2
PROPERTY AND EQUIPMENT
6 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 12 – PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

   March 31,   September 30, 
   2024   2023 
Land  $945,279   $945,279 
Building and leasehold improvements   4,372,598    4,362,062 
Furniture and office equipment   597,198    579,700 
Computers and software   1,333,135    1,333,135 
Machinery and equipment   12,806,142    12,488,639 
Property and equipment, gross   20,054,352    19,708,815 
Less: Accumulated depreciation   (11,152,301)   (10,490,114)
Property and equipment, net  $8,902,051   $9,218,701 

 

Depreciation expense for the three and six months ended March 31, 2024 and 2023, was $304,889 and $673,190, and $209,053 and $448,388, respectively and is recorded in cost of revenues and general and administrative expenses on the Company’s condensed consolidated statements of operations.

 

 

v3.24.1.1.u2
GOODWILL
6 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL

NOTE 13 – GOODWILL

 

Changes in the carrying amount of goodwill, by segment, are as follows:

 

   Security   Industrial Services   Consolidated 
Balance at September 30, 2023  $530,475   $3,851,416   $4,381,891 
                
Balance at March 31, 2024  $530,475   $3,851,416   $4,381,891 

 

As of March 31, 2024, and September 30, 2023, accumulated impairment losses of $3,316,000 related to the Security segment have been recorded.

 

v3.24.1.1.u2
OTHER ASSETS
6 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER ASSETS

NOTE 14 – OTHER ASSETS

 

On November 13, 2020, Cemtrex made a $500,000 investment, on January 19, 2022, made an additional $500,000 investment, and on July 18, 2023, and October 5, 2023, made an additional $100,000 investment on each date via a simple agreement for future equity (“SAFE”) in MasterpieceVR. The SAFE provides that the Company will automatically receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap, as defined. MasterpieceVR is a software company that is developing software for content creation using virtual reality. The investment is recorded at cost and is included in other assets in the accompanying Condensed consolidated balance sheets. No impairment has been recorded for the three and six months ended March 31, 2024.

 

Other assets consisted of the following:

 

   March 31, 2024   September 30, 2023 
Rental deposits  $213,770   $198,641 
Investment in Masterpiece VR   1,200,000    1,100,000 
Other deposits   305,117    167,808 
Demonstration equipment supplied to resellers   442,975    369,560 
Other assets total  $2,161,862   $1,836,009 

 

v3.24.1.1.u2
ACCRUED EXPENSES
6 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES

NOTE 15 – ACCRUED EXPENSES

 

Accrued expenses consisted of the following:

 

   March 31, 2024   September 30, 2023 
Accrued expenses  $489,603   $319,211 
Accrued payable on inventory in transit   846,823    1,154,254 
Accrued payroll   1,116,951    1,088,223 
Accrued warranty   222,702    222,702 
Accrued expenses total  $2,676,079   $2,784,390 

 

v3.24.1.1.u2
DEFERRED REVENUE
6 Months Ended
Mar. 31, 2024
Deferred Revenue  
DEFERRED REVENUE

NOTE 16 – DEFERRED REVENUE

 

The Company’s deferred revenue as of and for the three and six months ended March 31, 2024, and 2023, were as follows:

 

   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
                 
Deferred revenue at beginning of period  $2,256,352   $1,693,021   $2,311,334   $1,824,534 
Net additions:                    
Deferred software revenues   487,413    580,752    1,147,383    1,008,169 
Recognized as revenue:                    
Deferred software revenues   (684,540)   (558,775)   (1,399,492)   (1,117,705)
Deferred revenue at end of period   2,059,225    1,714,998    2,059,225    1,714,998 
Less: current portion   1,404,608    581,193    1,404,608    581,193 
Long-term deferred revenue at end of period  $654,617   $1,133,805   $654,617   $1,133,805 

 

For the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $608,808, and $483,296, and $1,043,281 and $963,674, respectively, that was previously included in the beginning balance of deferred revenues.

 

 

v3.24.1.1.u2
CONTRACT ASSETS AND LIABILITIES
6 Months Ended
Mar. 31, 2024
Contract Assets And Liabilities  
CONTRACT ASSETS AND LIABILITIES

NOTE 17 – CONTRACT ASSETS AND LIABILITIES

 

Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the Company’s performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statements of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the condensed consolidated balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the condensed consolidated balance sheets under the caption “Contract liabilities.” Conditional retainage represents the portion of the contract price withheld until the work is substantially complete for assurance of the Company’s obligations to complete the job.

 

The following is a summary of the Company’s uncompleted contracts:

 

    March 31, 2024   September 30, 2023 
          
Costs incurred on uncompleted contracts   $11,582,989   $12,523,552 
Estimated gross profit    2,816,002    3,085,350 
     14,398,991    15,608,902 
Applicable billings to date    (14,318,721)   (14,850,020)
Net billings in excess of costs, Ending balance   $80,270   $758,882 

 

For the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $95,759 and $9,030, and $886,920 and $361,887, respectively, that was previously included in the beginning balance of contract liabilities.

 

v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
6 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 18 – RELATED PARTY TRANSACTIONS

 

On August 31, 2019, the Company entered into an Asset Purchase Agreement for the sale of Griffin Filters, LLC to Ducon Technologies, Inc., which Aron Govil, the Company’s Founder, and former CFO, for total consideration of $550,000. On July 31, 2022, the Company negotiated a payment agreement surrounding the sale of Griffin Filters, LLC, and other liabilities due to the Company totaling $761,585. This agreement is in the form of a secured promissory note earning interest at a rate of 5% per annum and matures on July 31, 2024. As of March 31, 2024, $64,808 of accrued interest has been recorded as an expected credit loss against this note.

 

As of March 31, 2024, and September 30, 2023, there was $3,798 and $3,806 payable due to Ducon Technologies, Pvt Ltd., which is also owned by Aron Govil, respectively.

 

As of March 31, 2024, and September 30, 2023, there was $635,956 and $637,208 receivable due from Ducon Technologies, Pvt Ltd., respectively.

 

On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc., which include the brands SmartDesk, Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil. Cemtrex XR, Inc. was purchased for $890,000 comprised of $75,000 in cash and 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next three years; and should the total sum of royalties due be less than $820,000 at the end of the three-year period, Mr. Govil shall be obligated to pay the difference between $820,000 and the royalties paid. Cemtrex Advanced Technologies, Inc. was purchased for $10,000 in cash, 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next 5 years, and $1,600,000 in SAFE (common equity) at any subsequent fundraising or exit above $5,000,000 with a $10,000,000 cap. Subsequent to the sale of Cemtrex Advanced Technologies, Inc. the business has ceased operations. The Company has recognized no gain in relation to the 5% royalties.

 

 

During the three and six months ended March 31, 2024, the Company wrote off $94,027 in trade receivables, related party and $59,703 in trade payables, related party related to the Cemtrex Advanced Technologies, Inc. successor company, SmartDesk, Inc.

 

As of March 31, 2024, there was $583,340 in trade receivables due from the Cemtrex XR successor company, CXR, Inc. Of these receivables $60,628 are related to costs paid by Cemtrex related to payroll during the transition of employees to the new company and subscription services that are set up on auto pay with a credit card. The remaining $522,712 is related to services provided by Cemtrex Technologies Pvt. Ltd. in the normal course of business. As of March 31, 2024, there were $5,416 in payables due to CXR Inc.

 

As of March 31, 2024, there were royalties receivable from the sale of Cemtrex, XR, Inc. of $700,456, of which $260,407 is considered short-term and is presented on the Company’s Condensed Consolidated Balance Sheet under the caption “Trade receivables, net – related party”. On April 13, 2024, the Company and CXR, Inc. agreed to structured payments on the first-year royalties with full payment being made by December 31, 2024. The Company has taken a $10,000 allowance for expected credit losses against these royalties. 

 

v3.24.1.1.u2
LEASES
6 Months Ended
Mar. 31, 2024
Leases  
LEASES

NOTE 19 – LEASES

 

The Company is party to contracts where we lease property from others under contracts classified as operating leases. The Company primarily leases office and operating facilities, vehicles, and office equipment. The weighted average remaining term of our operating leases was approximately 3.5 years at March 31, 2024, and 3 years at September 30, 2023. The weighted average discount rate used to measure lease liabilities was approximately 6.45% at March 31, 2024, and 5.66% at September 30, 2023. The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments.

 

The Company has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 

The Company’s corporate segment leases approximately 100 square feet of office space in Brooklyn, NY on a month-to-month lease at a rent of $600 per month. Short-term rent expense was $3,600 for the six months ended March 31, 2024, and $600 for the six months ended March 31, 2023.

 

The Company’s security segment leases approximately 1,037 square feet of office space in Clovis, CA on a month-to-month lease at a rent of $5,487 per month. Short-term rent expense was $30,362 for the six months ended March 31, 2024.

 

 

A reconciliation of undiscounted cash flows to operating lease liabilities recognized in the condensed consolidated balance sheet at March 31, 2024, is set forth below:

 

Years ending September 30,  Operating Leases 
2024   461,372 
2025   908,932 
2026   711,262 
2027   315,525 
2028   58,085 
Undiscounted lease payments   2,455,176 
Amount representing interest   (200,490)
Discounted lease payments  $2,254,686 

 

Lease costs for the three and six months ended March 31, 2024, and 2023 are set forth below:

 

   2024   2023   2024   2023 
   For the three months ended   For the six months ended 
   March 31,   March 31, 
   2024   2023   2024   2023 
Operating lease costs   195,693    223,213    389,125    484,646 
Short-term lease costs   15,701    -    33,962    - 
Total lease cost  $211,394   $223,213   $423,087   $484,646 

 

v3.24.1.1.u2
LINES OF CREDIT AND LONG-TERM LIABILITIES
6 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
LINES OF CREDIT AND LONG-TERM LIABILITIES

NOTE 20 – LINES OF CREDIT AND LONG-TERM LIABILITIES

 

Revolving line of credit

 

On October 5, 2023, the Company obtained a revolving line of credit in the amount of $5,000,000 from Pathward, N.A.. The interest rate will be a rate which is equal to three percentage points (3%) in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”) and matures twenty-four months from the closing date. This loan is secured by the Company’s eligible accounts receivable and eligible finished goods inventory. The Company’s ability to borrow against the line of credit is limited by the value of the eligible assets. As of December 31, 2023, the Company had enough eligible assets to access the full credit line. The Company was in compliance with all loan covenants as of March 31, 2024. The funds were used to pay the NIL Funding term loan and will fund operations of the Vicon entity. As of March 31, 2024, this loan had a balance of $4,019,234, with $36,267 of unamortized loan origination fees, which is included in “Prepaid expenses” on the accompanying Condensed Consolidated Balance Sheet. There were $980,766 in available funds as of March 31, 2024.

 

Standstill Agreement

 

On August 31, 2023, the Company and Streeterville Capital, LLC entered into a standstill agreement for the two notes held by Streeterville Capital, LLC. The terms of this agreement are the earlier of (a) the date that is ninety (90) days from the Effective Date, and (b) the date that the Company completes an equity offering on either Form S-1 or Form S-3 (the “Standstill Period”), Streeterville Capital, LLC will not seek to redeem any portion of the Notes, and (c) the Company agrees to prepay to Lender fifty percent (50%) of the net proceeds received by Borrower in connection with all equity financings until such time as Borrower has raised at least $5,000,000 in aggregate net proceeds.

 

 

The following table outlines the Company’s secured liabilities:

 

         March 31,   September 30, 
   Interest Rate  Maturity  2024   2023 
Fulton Bank - $360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company.  SOFR plus 2.37% (7.71% as of March 31, 2024 and 7.68% as of September 30, 2023).  1/31/2025   69,164    108,700 
Fulton Bank - $360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company.  SOFR plus 2.37% (7.71% as of March 31, 2024 and 7.68% as of September 30, 2023).  01/31/2025   69,164    108,700 
                 
Fulton Bank mortgage $2,476,000. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by the underlying asset.  SOFR plus 2.62%  (7.96% on March 31, 2024 and (7.93% on September 30, 2023).  01/28/2040   2,146,939    2,180,115 
                 
Fulton Bank (HEISEY) - $1,200,000 mortgage loan; requires monthly principal and interest payments through August 1, 2043 with a final payment of remaining principal on September 1, 2043; The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex.  SOFR plus 2.80% per annum (8.14% as of March 31, 2024 and 8.11% as of September 30, 2023).  09/30/2043   1,188,315    1,200,000 
                 
Fulton Bank (HEISEY) - $2,160,000. promissory note related to purchase of Heisey; requires 84 monthly principal and interest payments; The note is collateralized by the Heisey assets and guaranteed by the Parent; matures in 2030.  SOFR plus 2.80% per annum (8.14% as of March 31, 2024 and 8.11% as of September 30, 2023).  07/01/2030   2,004,136    2,122,565 
                 
Note payable - $5,755,000 -  Less original issue discount $750,000 and legal fees $5,000, net cash received $5,000,000 Unamortized original issue discount balance of $0, as of March 31, 2024 and September 30, 2023.  8%  06/30/2025   4,787,348    4,596,589 
                 
Note payable - $9,205,000. Less original issue discount $1,200,000 and legal fees $5,000,net cash received $8,000,000. 28,572 shares of common stock valued at $700,400 recognized as additional original issue discount. Unamortized original issue discount balance of $0 as of March 31, 2024 and September 30, 2023.  8%  02/22/2026   11,709,830    11,243,233 
                 
Note Payable - $240,000 For the purchase of Heisey Mechanical, Ltd.  6%  07/01/2024   240,000    240,000 
                 
Term Loan Agreement with NIL Funding Corporation (“NIL”) - $5,600,000 The Company was in compliance with loan covenants as of September 30, 2023.  11.50%  12/31/2024   -    1,979,743 
                 
Paycheck Protection Program loan - $121,400 - The issuing bank determined that this loan qualifies for loan forgiveness; however the Company is awaiting final approval from the Small Business Administration.  1%  05/05/2025   70,872    91,114 
                 
Software License Agreement - $1,125,000, for the purchase of software source code for use in our Security segment products  N/A  06/03/2024   225,000    675,000 
                 
HDFC Bank Auto Loan - $28,331, for the purchase of automobile at India office. Monthly payments of ₹65,179 ($784.89 as translated as of March 31, 2024). Automobile is collateral for this loan.  8.70%  06/05/2027   26,486    - 
Total debt        $22,468,090   $24,437,059 
Less: Current maturities         (914,170)   (14,507,711)
Long-term debt        $21,553,920   $9,929,348 

 

v3.24.1.1.u2
STOCKHOLDERS’ EQUITY
6 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 21 – STOCKHOLDERS’ EQUITY

 

Series 1 Preferred Stock

 

The Company’s Series 1 Preferred Stock was suspended from the Nasdaq Capital Market on January 22, 2024. The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP.”

 

Nasdaq informed the Company that Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the SEC following the lapse of applicable appeal periods. The Company does not intend to appeal the Panel’s decision. The Form 25 was filed on March 21, 2024. The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.

 

 

During the six months ended March 31, 2024, 115,037 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.

 

During the six months ended March 31, 2024, the Company has bought back 71,951 shares into treasury for $69,705 under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately negotiated transactions and through an open market program.

 

As of March 31, 2024, and September 30, 2023, there were 2,408,053 and 2,293,016 shares of Series 1 Preferred Stock issued and 2,272,002 and 2,228,916 shares of Series 1 Preferred Stock outstanding, respectively.

 

Common Stock

 

During the six months ended March 31, 2024, 9,853 shares of the Company’s common stock have been issued in exchange for services valued at $40,000.

 

v3.24.1.1.u2
SHARE-BASED COMPENSATION
6 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION

NOTE 22 – SHARE-BASED COMPENSATION

 

For the three and six months ended March 31, 2024, and 2023, the Company recognized $7,558 and $26,735 and $15,116 and $66,577 of share-based compensation expense on its outstanding options, respectively. As of March 31, 2024, $48,189 of unrecognized share-based compensation expense is expected to be recognized over a period of two years. Future compensation amounts will be adjusted for any change in estimated forfeitures.

 

During the six months ended March 31, 2024, no options were granted, cancelled, or forfeited.

 

v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 23 – COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business. The Company continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not expect that such legal proceedings will have a material adverse impact on its condensed consolidated financial statements.

 

v3.24.1.1.u2
SUBSEQUENT EVENTS
6 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 24 – SUBSEQUENT EVENTS

 

On April 5, 2024, 120,725 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock. The holders of the Series 1 Preferred Stock are entitled to receive dividends at the rate of 10% annually, based on the $10.00 per share Preference Amount, payable semiannually.

 

On April 8, 2024, the Company issued an aggregate of 1,946 shares of common stock in exchange for services valued at $9,000

 

On April 8, 2024, the Company cancelled 71,951 shares of Series 1 Preferred Stock that were in Treasury Stock.

 

On April 13, 2024, the Company and CXR, Inc. agreed to structured payments on the first-year royalties with full payment being made by December 31, 2024.

 

Standstill Agreement

 

On April 30, 2024, the Company entered into a Standstill Agreement (the “Agreement”) with Streeterville Capital, LLC (“Streeterville”). Pursuant to the Agreement, Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company, dated September 20, 2021 and February 22, 2022, for a period of one year (the “Standstill Period”) and Streeterville further agreed to extend the maturity dates on the notes to June 30, 2025 and February 22, 2026, respectively. In exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period. Any payments made will be deemed payments under the notes. On May 6, 2024, the Company paid $4,588,897 pursuant to the Agreement.

 

 

Underwriting agreement and public offering

 

On May 1, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), in connection with a firm commitment underwritten public offering (the “Offering”) of (i) 554,705 units (the “Common Units”), each consisting of one share of common stock of the Company (“common stock”), a warrant to purchase one share of common stock at an exercise price of $.085 per share or pursuant to an alternative cashless exercise option (described below), which warrant will expire on the two-and-a-half year anniversary of the original issuance date (the “Series A Warrants”) and a warrant to purchase one share of common stock at an exercise price of $0.85 per share, which warrant will expire on the five-year anniversary of the original issuance date (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”); and (ii) 11,210,000 pre-funded units (the “Pre-funded Units” and together with the Common Units, the “Units”), each consisting of one pre-funded warrant to purchase one share of common stock (the “Pre-funded Warrants”), a Series A Warrant and a Series B Warrant. The purchase price of each Unit was $0.85, and the purchase price of each Pre-Funded Unit was $0.849 (which is equal to the public offering price per Common Unit to be sold in the Offering minus $0.001). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

 

In addition, the Company granted the Underwriter a 45-day option to purchase additional 1,764,705 shares of common stock and/or Pre-Funded Warrants, representing up to 15% of the number of common stock and Pre-Funded Warrants sold in the Offering, and/or additional 1,764,705 Series A Warrants representing up to 15% of the Series A Warrants sold in the Offering, and/or additional 1,764,705 Series B Warrants representing up to 15% of the Series B Warrants sold in the Offering solely to cover over-allotments, if any.

 

The Offering closed on May 3, 2024. An aggregate of 11,764,705 Units (which includes 554,705 shares of common stock) and 11,210,000 Pre-Funded Units (which includes 11,210,000 Pre-Funded Warrants) were sold in the Offering. On May 3, 2024, the Underwriter partially exercised its over-allotment option with respect to 1,764,705 Series A Warrants and 1,764,705 Series B Warrants. The aggregate gross proceeds to the Company were approximately $10,035,000, before deducting underwriting discounts and other estimated expenses payable by the Company.

 

Under the terms of the Underwriting Agreement, the Underwriter received an underwriting discount of 7.0% to the public offering price for the Units. In addition, the Company agreed to (a) pay a non-accountable expense allowance to the Underwriter equal to 0.5% of the gross proceeds received in this Offering and (b) to reimburse the Underwriter for certain out-of-pocket expenses, including, but not limited to, up to $100,000 for reasonable legal fees and disbursements for the Underwriter’s counsel.

 

Right of First Refusal

 

Subject to certain conditions, the Company has granted the Underwriter the right of first refusal with respect to certain transactions and for the duration described below.

 

If, for the period beginning on the closing of the Offering and ending fifteen (15) months after the commencement of sales in the offering, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If the Underwriter or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees and terms for transactions of similar size and nature, including indemnification, which are appropriate to such a transaction.

 

Notwithstanding the foregoing, the decision to accept the engagement shall be made by the Underwriter or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company’s notification of financing needs, including a detailed term sheet. The Underwriter’s determination of whether in any case to exercise its right of first refusal will be strictly limited to the terms on such term sheet, and any waiver of such right of first refusal shall apply only to such specific terms. If the Underwriter waives its right of first refusal, any deviation from such terms shall void the waiver and require the Company to seek a new waiver from the right of first refusal.

v3.24.1.1.u2
INTERIM STATEMENT PRESENTATION (Policies)
6 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Use of Estimates

Basis of Presentation and Use of Estimates

 

The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2023, of Cemtrex, Inc.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.

 

Significant Accounting Policies

Significant Accounting Policies

 

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2023, includes a summary of the significant accounting policies used in the preparation of the condensed consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Update 2016-13”). Update 2016-13 replaced the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables. For public business entities, the new standard became effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period. On October 1, 2023, the Company implemented this standard and there has been no material change to the condensed consolidated financial statements.

 

The following table illustrates the effect of implementation of Update 2016-13 on the condensed consolidated balance sheet:

 

Assets: 

October 1, 2023

As reported

under ASC 326

  

September 30,

2023 Pre-ASC 326

Adoption

  

Impact of ASC

326 Adoption

 
Trade receivables, net  $234,924   $234,924   $- 
Contract assets, net  $8,696   $-   $8,696 
Royalties receivable, net - related party  $10,000   $-   $10,000 
Note receivable, net - related party  $44,761   $44,761   $- 

 

The Company estimates credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts.

 

 

The Company will utilize the Probability-of-default method for financing receivables and loans. Expected credit losses are determined by multiplying the probability of default (i.e., the probability the asset will default within the given time frame) by the loss given default (the percentage of the asset not expected to be collected because of default). The Company considers sources of repayment associated with a financial asset when determining its credit losses, including collection against the collateral and certain embedded credit enhancements, such as guarantees or insurance. The allowance for credit losses was immaterial as of March 31, 2024.

 

The following table illustrates the current expected credit losses activity for the six months ended March 31, 2024:

 

             
  

As of

October 1, 2023

  

For the six

months ended

March 31, 2024

  

As of

March 31, 2024

 
Assets:               
Trade receivables, net  $234,924   $(9,111)  $225,813 
Trade receivables, net - related party  $-   $-   $- 
Contract assets, net  $8,696   $27,660   $36,356 
Royalties receivable, net - related party  $10,000   $-   $10,000 
Note receivable, net - related party  $44,761   $20,047   $64,808 

 

Recently Issued Accounting Pronouncements Not Yet Effective

Recently Issued Accounting Pronouncements Not Yet Effective

 

On June 30, 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. On the basis of interpretations of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be inconsistent with the principles of ASC 820. To reduce the diversity in practice and increase the comparability of reported financial information, ASU 2022-03 clarifies this guidance and amends the illustrative example. ASU No. 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of this ASU on the condensed consolidated financial statements.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements. ASU 2023-07 is effective for the Company for annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of ASU 2023-07 on the condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending September 30, 2026. The Company is currently in the process of evaluating the impact of adoption on the condensed consolidated financial statements.

 

The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements.

v3.24.1.1.u2
ORGANIZATION AND PLAN OF OPERATIONS (Tables)
6 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF BUSINESS ACQUISITION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES

The consideration transferred and preliminary allocation of Heisey’s tangible and intangible assets and liabilities, are as follows:

  

Consideration Transferred:    
Cash  $393,291 
Seller’s note   240,000 
Financed amount   2,160,000 
Total consideration transferred  $2,793,291 
      
Purchase Price Allocation:     
Inventory   300,000 
Contract assets   667,259 
Machinery and equipment   1,625,000 
Contract liabilities   (216,469)
Accrued expenses   (57,499)
Goodwill   475,000 
Total consideration transferred  $2,793,291 

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION

  

   March 31, 2023   March 31, 2023 
   Unaudited 
   for the
three months ended
   for the
six months ended
 
   March 31, 2023   March 31, 2023 
         
Revenues  $19,369,100   $32,542,938 
Net gain/(loss)   41,272    (6,392,032)
v3.24.1.1.u2
INTERIM STATEMENT PRESENTATION (Tables)
6 Months Ended
Mar. 31, 2024
SCHEDULE OF EFFECT IMPLEMENTATION ON CONDENSED CONSOLIDATED BALANCE SHEET  
SCHEDULE OF EXPECTED CREDIT LOSSES ACTIVITY

The following table illustrates the current expected credit losses activity for the six months ended March 31, 2024:

 

             
  

As of

October 1, 2023

  

For the six

months ended

March 31, 2024

  

As of

March 31, 2024

 
Assets:               
Trade receivables, net  $234,924   $(9,111)  $225,813 
Trade receivables, net - related party  $-   $-   $- 
Contract assets, net  $8,696   $27,660   $36,356 
Royalties receivable, net - related party  $10,000   $-   $10,000 
Note receivable, net - related party  $44,761   $20,047   $64,808 
v3.24.1.1.u2
DISCONTINUED OPERATIONS (Tables)
6 Months Ended
Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
SUMMARY OF LOSS ON SALE

The following table summarizes the loss on the sale recorded during the three months ended December 31, 2022, included in Income/(loss) from discontinued operations, net of tax in the accompanying condensed consolidated statement of operations:

 

      
Purchase Price  $745,621 
Less cash and cash equivalents transferred   (699,423)
Less liabilities assumed   (10,924)
Net purchase price  $35,274 
      
Assets Sold     
Accounts receivable, net  $625,638 
Inventory, net   980,730 
Prepaid expenses and other assets   502,577 
Property and equipment, net   837,808 
Goodwill   598,392 
Total Assets Sold   3,545,145 
Liabilities Transferred     
Accounts payable   370,774 
Short-term liabilities   364,775 
Long-term liabilities   318,981 
Total Liabilities Transferred   1,054,530 
Net assets sold  $2,490,615 
      
Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies  $(2,455,341)
SCHEDULE OF FINANCIAL STATEMENTS INCLUDED WITHIN DISCONTINUED OPERATIONS

 

   2024   2023   2024   2023 
   Three months ended March 31,   Six months ended March 31, 
   2024   2023   2024   2023 
                 
Total net sales  $-   $-   $-   $649,061 
Cost of sales   -    -    -    228,086 
Operating, selling, general and administrative expenses   39    492    39    1,296,064 
Other (income)/expenses   -    -    -    3,195 
Income (loss) from discontinued operations   (39)   (492)   (39)   (878,284)
Amortization of discounted royalties   13,282    14,724    26,564    19,151 
Loss on sale of discontinued operations   -    -    -    (2,455,341)
Adjustment of benefit obligation   -    -    -    89,085 
Income tax provision   2,780    -    5,570    - 
Discontinued operations, net of tax  $10,463   $14,232   $20,955   $(3,225,389)
v3.24.1.1.u2
REVENUE (Tables)
6 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
SCHEDULE OF DISAGGREGATION OF REVENUE RECOGNITION

The following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for the three and six months ended March 31, 2024 and 2023:

 

   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
Over time   58%   46%   55%   48%
Point-in-time   42%   54%   45%   52%

v3.24.1.1.u2
LOSS PER COMMON SHARE (Tables)
6 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT

 

   2024   2023   2024   2023 
   For the six months ended   For the three months ended 
   March 31,   March 31, 
   2024   2023   2024   2023 
                     
Options   28,796    28,796    28,796    28,796 
SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED FOR CONTINUING OPERATION

For the three and six months ended March 31, 2024 and 2023, loss per share basic and diluted for continuing operations are calculated as follows:

 

   2024   2023   2024   2023 
   For the three months   For the six months 
   March 31,   March 31, 
   2024   2023   2024   2023 
Loss from Continuing operations  $(1,580,184)  $(553,761)  $(2,894,579)  $(3,650,514)
Less (loss)/gain in noncontrolling interest   (96,510)   55,265    (192,919)   (3,898)
Preferred stock dividends   52,515    58,720    52,515    58,720 
Net loss applicable to common shareholders   (1,536,189)   (667,746)   (2,754,175)   (3,705,336)
Weighted Average Number of Shares-Basic & Diluted   1,055,636    815,498    1,051,630    788,265 
Loss per share - Basic & Diluted - Continuing Operations  $(1.46)  $(0.82)  $(2.62)  $(4.70)
v3.24.1.1.u2
SEGMENT INFORMATION (Tables)
6 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT INFORMATION

The following tables summarize the Company’s reportable segment information and unallocated corporate expenses:

 

   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
   Three months ended March 31, 2024   Three months ended March 31, 2023  
  Reportable Segments            Reportable Segments          
   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
Revenues  $8,084,932   $9,074,663   $-   $17,159,595   $9,913,898   $6,159,499   $-   $16,073,397 
Cost of revenues   3,971,963    6,248,216    -    10,220,179    4,793,817    3,941,099    -    8,734,916 
Gross profit  $4,112,969   $2,826,447   $-   $6,939,416   $5,120,081   $2,218,400   $-   $7,338,481 
Operating expenses                                        
Sales, general, and administrative   3,833,596    1,897,269    984,403    6,715,268    2,965,659    1,336,313    807,242    5,109,214 
Depreciation and amortization   71,260    233,629    -    304,889    31,543    157,385    20,125    209,053 
Research and development   951,400    -    -    951,400    1,615,341    -    -    1,615,341 
Operating income/(loss)  $(743,287)  $695,549   $(984,403)  $(1,032,141)   507,538    724,702    (827,367)   404,873 
                                         
Other income/(expense)  $(138,633)  $(78,289)  $(231,117)  $(448,039)  $337,191   $(29,866)  $(1,265,959)  $(958,634)

 

   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
   Six months ended March 31, 2024   Six months ended March 31, 2023  
   Reportable Segments             Reportable Segments           
   Security   Industrial Services   Corporate   Consolidated   Security   Industrial Services   Corporate   Consolidated 
Revenues  $17,252,733   $16,785,028   $-   $34,037,761   $16,918,642   $11,124,997   $-   $28,043,639 
Cost of revenues   8,622,817    11,393,129    -    20,015,946    8,394,871    7,267,672    -    15,662,543 
Gross profit  $8,629,916   $5,391,899   $-   $14,021,815   $8,523,771   $3,857,325   $-   $12,381,096 
Operating expenses                                        
General, and administrative   8,161,224    3,426,532    1,731,177    13,318,933    5,715,088    2,525,178    1,793,951    10,034,217 
Depreciation and amortization   199,412    473,778    -    673,190    71,203    324,906    52,279    448,388 
Research and development   1,800,205    -    -    1,800,205    3,445,054    -    -    3,445,054 
Operating (loss)/income  $(1,530,925)  $1,491,589   $(1,731,177)  $(1,770,513)  $(707,574)  $1,007,241   $(1,846,230)  $(1,546,563)
                                         
Other income/(expense)  $(272,894)  $(186,433)  $(493,984)  $(953,311)  $224,792   $(61,426)  $(2,267,317)  $(2,103,951)
v3.24.1.1.u2
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
SCHEDULE OF FAIR VALUE OF ASSETS

The Company’s fair value assets at March 31, 2024, and September 30, 2023, are as follows.

 

   Quoted Prices   Significant         
   in Active   Other   Significant   Balance 
   Markets for   Observable   Unobservable   as of 
   Identical Assets   Inputs   Inputs   March 31, 
   (Level 1)   (Level 2)   (Level 3)   2024 
Assets                    
Investment in marketable securities                                    
(included in short-term investments)  $13,853   $-   $-   $13,853 
                     
                     
   $13,853   $-   $-   $13,853 

 

   Quoted Prices   Significant         
   in Active   Other   Significant   Balance 
   Markets for   Observable   Unobservable   as of 
   Identical Assets   Inputs   Inputs   September 30, 
   (Level 1)   (Level 2)   (Level 3)   2023 
Assets                    
Investment in marketable securities                                      
(included in short-term investments)  $13,663   $-   $-   $13,663 
                     
   $13,663   $-   $-   $13,663 

v3.24.1.1.u2
TRADE RECEIVABLES, NET (Tables)
6 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
SCHEDULE OF TRADE RECEIVABLES, NET

Trade receivables, net consist of the following:

 

   March 31,   September 30, 
   2024   2023 
Trade receivables  $11,761,693   $9,444,619 
Allowance for credit losses   (225,813)   (234,924)
Accounts receivables, net, total  $11,535,880   $9,209,695 
v3.24.1.1.u2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)
6 Months Ended
Mar. 31, 2024
Prepaid Expenses And Other Current Assets  
SUMMARY OF PREPAID AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

 

   March 31, 2024   September 30, 2023 
         
Prepaid expenses  $838,980   $521,310 
Prepaid inventory   498,631    1,084,051 
Deferred costs   83,502    25,941 
Loan origination costs   36,267    - 
Prepaid income taxes   428,193    168,555 
VAT and GST tax receivable   24,842    298,502 
Prepaid expenses and other current assets total  $1,910,415   $2,098,359 

 

 

v3.24.1.1.u2
INVENTORY, NET (Tables)
6 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY, NET

Inventory, net consisted of the following:

 

   March 31,   September 30, 
   2024   2023 
Raw materials  $797,943   $885,398 
Work in progress   304,563    109,019 
Finished goods   6,295,241    7,744,802 
Inventory, net   7,397,747    8,739,219 

v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Tables)
6 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
SUMMARY OF PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

 

   March 31,   September 30, 
   2024   2023 
Land  $945,279   $945,279 
Building and leasehold improvements   4,372,598    4,362,062 
Furniture and office equipment   597,198    579,700 
Computers and software   1,333,135    1,333,135 
Machinery and equipment   12,806,142    12,488,639 
Property and equipment, gross   20,054,352    19,708,815 
Less: Accumulated depreciation   (11,152,301)   (10,490,114)
Property and equipment, net  $8,902,051   $9,218,701 

v3.24.1.1.u2
GOODWILL (Tables)
6 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF GOODWILL BY SEGMENT

Changes in the carrying amount of goodwill, by segment, are as follows:

 

   Security   Industrial Services   Consolidated 
Balance at September 30, 2023  $530,475   $3,851,416   $4,381,891 
                
Balance at March 31, 2024  $530,475   $3,851,416   $4,381,891 
v3.24.1.1.u2
OTHER ASSETS (Tables)
6 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
SCHEDULE OF OTHER ASSETS

Other assets consisted of the following:

 

   March 31, 2024   September 30, 2023 
Rental deposits  $213,770   $198,641 
Investment in Masterpiece VR   1,200,000    1,100,000 
Other deposits   305,117    167,808 
Demonstration equipment supplied to resellers   442,975    369,560 
Other assets total  $2,161,862   $1,836,009 
v3.24.1.1.u2
ACCRUED EXPENSES (Tables)
6 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED EXPENSES

Accrued expenses consisted of the following:

 

   March 31, 2024   September 30, 2023 
Accrued expenses  $489,603   $319,211 
Accrued payable on inventory in transit   846,823    1,154,254 
Accrued payroll   1,116,951    1,088,223 
Accrued warranty   222,702    222,702 
Accrued expenses total  $2,676,079   $2,784,390 
v3.24.1.1.u2
DEFERRED REVENUE (Tables)
6 Months Ended
Mar. 31, 2024
Deferred Revenue  
SCHEDULE OF DEFERRED REVENUE

The Company’s deferred revenue as of and for the three and six months ended March 31, 2024, and 2023, were as follows:

 

   For the three months ended   For the six months ended 
   March 31, 2024   March 31, 2023   March 31, 2024   March 31, 2023 
                 
Deferred revenue at beginning of period  $2,256,352   $1,693,021   $2,311,334   $1,824,534 
Net additions:                    
Deferred software revenues   487,413    580,752    1,147,383    1,008,169 
Recognized as revenue:                    
Deferred software revenues   (684,540)   (558,775)   (1,399,492)   (1,117,705)
Deferred revenue at end of period   2,059,225    1,714,998    2,059,225    1,714,998 
Less: current portion   1,404,608    581,193    1,404,608    581,193 
Long-term deferred revenue at end of period  $654,617   $1,133,805   $654,617   $1,133,805 
v3.24.1.1.u2
CONTRACT ASSETS AND LIABILITIES (Tables)
6 Months Ended
Mar. 31, 2024
Contract Assets And Liabilities  
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES

The following is a summary of the Company’s uncompleted contracts:

 

    March 31, 2024   September 30, 2023 
          
Costs incurred on uncompleted contracts   $11,582,989   $12,523,552 
Estimated gross profit    2,816,002    3,085,350 
     14,398,991    15,608,902 
Applicable billings to date    (14,318,721)   (14,850,020)
Net billings in excess of costs, Ending balance   $80,270   $758,882 
v3.24.1.1.u2
LEASES (Tables)
6 Months Ended
Mar. 31, 2024
Leases  
SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES

A reconciliation of undiscounted cash flows to operating lease liabilities recognized in the condensed consolidated balance sheet at March 31, 2024, is set forth below:

 

Years ending September 30,  Operating Leases 
2024   461,372 
2025   908,932 
2026   711,262 
2027   315,525 
2028   58,085 
Undiscounted lease payments   2,455,176 
Amount representing interest   (200,490)
Discounted lease payments  $2,254,686 
SCHEDULE OF LEASE COSTS

Lease costs for the three and six months ended March 31, 2024, and 2023 are set forth below:

 

   2024   2023   2024   2023 
   For the three months ended   For the six months ended 
   March 31,   March 31, 
   2024   2023   2024   2023 
Operating lease costs   195,693    223,213    389,125    484,646 
Short-term lease costs   15,701    -    33,962    - 
Total lease cost  $211,394   $223,213   $423,087   $484,646 
v3.24.1.1.u2
LINES OF CREDIT AND LONG-TERM LIABILITIES (Tables)
6 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF LINES OF CREDIT AND LIABILITIES

The following table outlines the Company’s secured liabilities:

 

         March 31,   September 30, 
   Interest Rate  Maturity  2024   2023 
Fulton Bank - $360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company.  SOFR plus 2.37% (7.71% as of March 31, 2024 and 7.68% as of September 30, 2023).  1/31/2025   69,164    108,700 
Fulton Bank - $360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company.  SOFR plus 2.37% (7.71% as of March 31, 2024 and 7.68% as of September 30, 2023).  01/31/2025   69,164    108,700 
                 
Fulton Bank mortgage $2,476,000. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by the underlying asset.  SOFR plus 2.62%  (7.96% on March 31, 2024 and (7.93% on September 30, 2023).  01/28/2040   2,146,939    2,180,115 
                 
Fulton Bank (HEISEY) - $1,200,000 mortgage loan; requires monthly principal and interest payments through August 1, 2043 with a final payment of remaining principal on September 1, 2043; The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex.  SOFR plus 2.80% per annum (8.14% as of March 31, 2024 and 8.11% as of September 30, 2023).  09/30/2043   1,188,315    1,200,000 
                 
Fulton Bank (HEISEY) - $2,160,000. promissory note related to purchase of Heisey; requires 84 monthly principal and interest payments; The note is collateralized by the Heisey assets and guaranteed by the Parent; matures in 2030.  SOFR plus 2.80% per annum (8.14% as of March 31, 2024 and 8.11% as of September 30, 2023).  07/01/2030   2,004,136    2,122,565 
                 
Note payable - $5,755,000 -  Less original issue discount $750,000 and legal fees $5,000, net cash received $5,000,000 Unamortized original issue discount balance of $0, as of March 31, 2024 and September 30, 2023.  8%  06/30/2025   4,787,348    4,596,589 
                 
Note payable - $9,205,000. Less original issue discount $1,200,000 and legal fees $5,000,net cash received $8,000,000. 28,572 shares of common stock valued at $700,400 recognized as additional original issue discount. Unamortized original issue discount balance of $0 as of March 31, 2024 and September 30, 2023.  8%  02/22/2026   11,709,830    11,243,233 
                 
Note Payable - $240,000 For the purchase of Heisey Mechanical, Ltd.  6%  07/01/2024   240,000    240,000 
                 
Term Loan Agreement with NIL Funding Corporation (“NIL”) - $5,600,000 The Company was in compliance with loan covenants as of September 30, 2023.  11.50%  12/31/2024   -    1,979,743 
                 
Paycheck Protection Program loan - $121,400 - The issuing bank determined that this loan qualifies for loan forgiveness; however the Company is awaiting final approval from the Small Business Administration.  1%  05/05/2025   70,872    91,114 
                 
Software License Agreement - $1,125,000, for the purchase of software source code for use in our Security segment products  N/A  06/03/2024   225,000    675,000 
                 
HDFC Bank Auto Loan - $28,331, for the purchase of automobile at India office. Monthly payments of ₹65,179 ($784.89 as translated as of March 31, 2024). Automobile is collateral for this loan.  8.70%  06/05/2027   26,486    - 
Total debt        $22,468,090   $24,437,059 
Less: Current maturities         (914,170)   (14,507,711)
Long-term debt        $21,553,920   $9,929,348 
v3.24.1.1.u2
SCHEDULE OF BUSINESS ACQUISITION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES (Details) - USD ($)
Jul. 01, 2023
Mar. 31, 2024
Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]      
Goodwill   $ 4,381,891 $ 4,381,891
Heisey Mechanical Ltd [Member]      
Restructuring Cost and Reserve [Line Items]      
Cash $ 393,291    
Seller's note 240,000    
Financed amount 2,160,000    
Total consideration transferred 2,793,291    
Inventory 300,000    
Contract assets 667,259    
Machinery and equipment 1,625,000    
Contract liabilities (216,469)    
Accrued expenses (57,499)    
Goodwill 475,000    
Total consideration transferred $ 2,793,291    
v3.24.1.1.u2
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2023
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Revenues $ 19,369,100 $ 32,542,938
Net gain/(loss) $ 41,272 $ (6,392,032)
v3.24.1.1.u2
ORGANIZATION AND PLAN OF OPERATIONS (Details Narrative)
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 30, 2023
USD ($)
Jul. 01, 2023
USD ($)
ft²
Mar. 31, 2023
USD ($)
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Jan. 12, 2024
shares
Jan. 05, 2024
shares
Jul. 29, 2022
$ / shares
Share repurchase program | shares               69,705 71,951  
Net loss           $ 9,196,875 $ 13,020,958      
Loss from Continuing operations       $ 2,894,579            
Debt obligations       18,105,429            
Working capital       10,300,384            
Cash       2,916,120   $ 5,329,910        
Available fund       980,766            
Aggregate gross proceeds       10,035,000            
Sale of common stock       $ 4,000,000            
Percentage for sale of equity       50.00%            
Preferred Stock [Member]                    
Minimum share bid price | $ / shares                   $ 1.00
Preferred Stock [Member] | Minimum [Member]                    
Minimum share bid price | $ / shares                   $ 1.00
Heisey Mechanical Ltd [Member]                    
Business combination including contract assets and liabilities   $ 2,400,000                
Adjustments for contract assets and liabilities   $ 393,291                
Real estate purchased $ 1,500,000                  
Area of Land | ft²   33,000                
Depreciation expense from acquired fixed assets     $ 63,900   $ 127,800          
Interest expense on debt used in acquisition     32,460   65,860          
Income tax expenses     $ 41,331   $ 34,433          
Heisey Mechanical Ltd [Member] | Fulton Bank [Member]                    
Interest expense $ 1,200,000                  
Percentage of financing rate 2.80%                  
Debt maturity date Sep. 30, 2043                  
v3.24.1.1.u2
SCHEDULE OF EFFECT IMPLEMENTATION ON CONDENSED CONSOLIDATED BALANCE SHEET (Details) - USD ($)
Mar. 31, 2024
Oct. 01, 2023
Sep. 30, 2023
Trade receivables, net $ 11,535,880   $ 9,209,695
Contract assets, net 1,979,679   1,739,201
Related Party [Member]      
Trade receivables, net 583,340    
Royalties receivable, net - related party 440,049   674,893
Note receivable, net - related party 761,585   761,585
Accounting Standards Update 2016-13 [Member]      
Trade receivables, net     234,924
Contract assets, net    
Accounting Standards Update 2016-13 [Member] | Related Party [Member]      
Royalties receivable, net - related party    
Note receivable, net - related party     $ 44,761
Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member]      
Trade receivables, net   $ 234,924  
Contract assets, net   8,696  
Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Related Party [Member]      
Royalties receivable, net - related party   10,000  
Note receivable, net - related party   $ 44,761  
Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]      
Trade receivables, net    
Contract assets, net 8,696    
Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Related Party [Member]      
Royalties receivable, net - related party 10,000    
Note receivable, net - related party    
v3.24.1.1.u2
SCHEDULE OF EXPECTED CREDIT LOSSES ACTIVITY (Details) - USD ($)
Mar. 31, 2024
Oct. 01, 2023
Sep. 30, 2023
Financing Receivable, Past Due [Line Items]      
Trade receivables, net $ 11,535,880   $ 9,209,695
Contract assets, net 1,979,679   1,739,201
Related Party [Member]      
Financing Receivable, Past Due [Line Items]      
Trade receivables, net 583,340    
Royalties receivable, net - related party 440,049   674,893
Note receivable, net - related party 761,585   $ 761,585
Accounts Receivable Portfolio Segment [Member]      
Financing Receivable, Past Due [Line Items]      
Trade receivables, net 225,813    
Contract assets, net 36,356    
Accounts Receivable Portfolio Segment [Member] | Related Party [Member]      
Financing Receivable, Past Due [Line Items]      
Trade receivables, net    
Royalties receivable, net - related party 10,000    
Note receivable, net - related party 64,808    
Accounts Receivable Portfolio Segment [Member] | Previously Reported [Member]      
Financing Receivable, Past Due [Line Items]      
Trade receivables, net   $ 234,924  
Contract assets, net   8,696  
Accounts Receivable Portfolio Segment [Member] | Previously Reported [Member] | Related Party [Member]      
Financing Receivable, Past Due [Line Items]      
Trade receivables, net    
Royalties receivable, net - related party   10,000  
Note receivable, net - related party   $ 44,761  
Accounts Receivable Portfolio Segment [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]      
Financing Receivable, Past Due [Line Items]      
Trade receivables, net (9,111)    
Contract assets, net 27,660    
Accounts Receivable Portfolio Segment [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | Related Party [Member]      
Financing Receivable, Past Due [Line Items]      
Trade receivables, net    
Royalties receivable, net - related party    
Note receivable, net - related party $ 20,047    
v3.24.1.1.u2
SUMMARY OF LOSS ON SALE (Details) - Discontinued Operations, Disposed of by Sale [Member]
3 Months Ended
Dec. 31, 2022
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Purchase Price $ 745,621
Less cash and cash equivalents transferred (699,423)
Less liabilities assumed (10,924)
Net purchase price 35,274
Assets Sold  
Accounts receivable, net 625,638
Inventory, net 980,730
Prepaid expenses and other assets 502,577
Property and equipment, net 837,808
Goodwill 598,392
Total Assets Sold 3,545,145
Liabilities Transferred  
Accounts payable 370,774
Short-term liabilities 364,775
Long-term liabilities 318,981
Total Liabilities Transferred 1,054,530
Net assets sold 2,490,615
Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies $ (2,455,341)
v3.24.1.1.u2
SCHEDULE OF FINANCIAL STATEMENTS INCLUDED WITHIN DISCONTINUED OPERATIONS (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]        
Total net sales $ 649,061
Cost of sales 228,086
Operating, selling, general and administrative expenses 39 492 39 1,296,064
Other (income)/expenses 3,195
Income (loss) from discontinued operations (39) (492) (39) (878,284)
Amortization of discounted royalties 13,282 14,724 26,564 19,151
Loss on sale of discontinued operations (2,455,341)
Adjustment of benefit obligation 89,085
Income tax provision 2,780 5,570
Discontinued operations, net of tax $ 10,463 $ 14,232 $ 20,955 $ (3,225,389)
v3.24.1.1.u2
DISCONTINUED OPERATIONS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Nov. 22, 2022
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Loss on discontinued operations     $ 89,085
Smart Desk [Member] | Safe Agreement [Member]            
Gain contingency on royalty $ 0          
Cemtrex XR Inc [Member]            
Increase in royalty payment $ 820,000          
Royalties paid   $ 13,282   $ 13,282 $ 26,563 $ 17,709
Vicon Industries, Inc. [Member]            
Discontinued operations funds received     $ 96,095      
Discontinued operations consulting fees     7,010      
Loss on discontinued operations     $ 89,085      
v3.24.1.1.u2
SCHEDULE OF DISAGGREGATION OF REVENUE RECOGNITION (Details)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Transferred over Time [Member]        
Disaggregation of Revenue [Line Items]        
Point-in-time 58.00% 46.00% 55.00% 48.00%
Transferred at Point in Time [Member]        
Disaggregation of Revenue [Line Items]        
Point-in-time 42.00% 54.00% 45.00% 52.00%
v3.24.1.1.u2
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT (Details) - shares
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Share-Based Payment Arrangement, Option [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Options 28,796 28,796 28,796 28,796
v3.24.1.1.u2
SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED FOR CONTINUING OPERATION (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share [Abstract]        
Loss from Continuing operations $ (1,580,184) $ (553,761) $ (2,894,579) $ (3,650,514)
Less (loss)/gain in noncontrolling interest (96,510) 55,265 (192,919) (3,898)
Preferred stock dividends 52,515 58,720 52,515 58,720
Net loss applicable to common shareholders $ (1,536,189) $ (667,746) $ (2,754,175) $ (3,705,336)
Weighted Average Number of Shares - Basic 1,055,636 815,498 1,051,630 788,265
Weighted Average Number of Shares - Diluted 1,055,636 815,498 1,051,630 788,265
Continuing Operations Income Loss per share - Basic $ (1.46) $ (0.82) $ (2.62) $ (4.70)
Income (Loss) from Continuing Operations, Per Diluted Share $ (1.46) $ (0.82) $ (2.62) $ (4.70)
v3.24.1.1.u2
SCHEDULE OF SEGMENT INFORMATION (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Segment Reporting Information [Line Items]        
Revenues $ 17,159,595 $ 16,073,397 $ 34,037,761 $ 28,043,639
Cost of revenues 10,220,179 8,734,916 20,015,946 15,662,543
Gross profit 6,939,416 7,338,481 14,021,815 12,381,096
Operating expenses        
General, and administrative 6,715,268 5,109,214 13,318,933 10,034,217
Depreciation and amortization 304,889 209,053 673,190 448,388
Research and development 951,400 1,615,341 1,800,205 3,445,054
Operating (loss)/income (1,032,141) 404,873 (1,770,513) (1,546,563)
Other income/(expense) (448,039) (958,634) (953,311) (2,103,951)
Security [Member]        
Segment Reporting Information [Line Items]        
Revenues 8,084,932 9,913,898 17,252,733 16,918,642
Cost of revenues 3,971,963 4,793,817 8,622,817 8,394,871
Gross profit 4,112,969 5,120,081 8,629,916 8,523,771
Operating expenses        
General, and administrative 3,833,596 2,965,659 8,161,224 5,715,088
Depreciation and amortization 71,260 31,543 199,412 71,203
Research and development 951,400 1,615,341 1,800,205 3,445,054
Operating (loss)/income (743,287) 507,538 (1,530,925) (707,574)
Other income/(expense) (138,633) 337,191 (272,894) 224,792
Industrial Services [Member]        
Segment Reporting Information [Line Items]        
Revenues 9,074,663 6,159,499 16,785,028 11,124,997
Cost of revenues 6,248,216 3,941,099 11,393,129 7,267,672
Gross profit 2,826,447 2,218,400 5,391,899 3,857,325
Operating expenses        
General, and administrative 1,897,269 1,336,313 3,426,532 2,525,178
Depreciation and amortization 233,629 157,385 473,778 324,906
Research and development
Operating (loss)/income 695,549 724,702 1,491,589 1,007,241
Other income/(expense) (78,289) (29,866) (186,433) (61,426)
Corporate Segment [Member]        
Segment Reporting Information [Line Items]        
Revenues
Cost of revenues
Gross profit
Operating expenses        
General, and administrative 984,403 807,242 1,731,177 1,793,951
Depreciation and amortization 20,125 52,279
Research and development
Operating (loss)/income (984,403) (827,367) (1,731,177) (1,846,230)
Other income/(expense) $ (231,117) $ (1,265,959) $ (493,984) $ (2,267,317)
v3.24.1.1.u2
SEGMENT INFORMATION (Details Narrative)
6 Months Ended
Mar. 31, 2024
Segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.1.1.u2
RESTRICTED CASH (Details Narrative) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Cash and Cash Equivalents [Abstract]    
Restricted cash $ 1,072,416 $ 919,652
Restricted cash escrow $ 100,000 $ 100,000
v3.24.1.1.u2
SCHEDULE OF FAIR VALUE OF ASSETS (Details) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets $ 13,853 $ 13,663
Investment in Marketable Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets 13,853 13,663
Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets 13,853 13,663
Fair Value, Inputs, Level 1 [Member] | Investment in Marketable Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets 13,853 13,663
Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets
Fair Value, Inputs, Level 2 [Member] | Investment in Marketable Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets
Fair Value, Inputs, Level 3 [Member] | Investment in Marketable Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value assets
v3.24.1.1.u2
SCHEDULE OF TRADE RECEIVABLES, NET (Details) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Receivables [Abstract]    
Trade receivables $ 11,761,693 $ 9,444,619
Allowance for credit losses (225,813) (234,924)
Accounts receivables, net, total $ 11,535,880 $ 9,209,695
v3.24.1.1.u2
SUMMARY OF PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Prepaid Expenses And Other Current Assets    
Prepaid expenses $ 838,980 $ 521,310
Prepaid inventory 498,631 1,084,051
Deferred costs 83,502 25,941
Loan origination costs 36,267
Prepaid income taxes 428,193 168,555
VAT and GST tax receivable 24,842 298,502
Prepaid expenses and other current assets total $ 1,910,415 $ 2,098,359
v3.24.1.1.u2
SCHEDULE OF INVENTORY, NET (Details) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 797,943 $ 885,398
Work in progress 304,563 109,019
Finished goods 6,295,241 7,744,802
Inventory, net $ 7,397,747 $ 8,739,219
v3.24.1.1.u2
INVENTORY, NET (Details Narrative) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Inventory Disclosure [Abstract]    
Allowance for obsolete inventories $ 502,577 $ 618,021
v3.24.1.1.u2
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 20,054,352 $ 19,708,815
Less: Accumulated depreciation (11,152,301) (10,490,114)
Property and equipment, net 8,902,051 9,218,701
Land [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 945,279 945,279
Building and Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 4,372,598 4,362,062
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 597,198 579,700
Computers and Software [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,333,135 1,333,135
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 12,806,142 $ 12,488,639
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]        
Depreciation expense     $ 673,190 $ 448,388
General and Administrative Expense [Member]        
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]        
Depreciation expense $ 304,889 $ 209,053 $ 673,190 $ 448,388
v3.24.1.1.u2
SCHEDULE OF GOODWILL BY SEGMENT (Details)
Mar. 31, 2024
USD ($)
Indefinite-Lived Intangible Assets [Line Items]  
Balance beginning $ 4,381,891
Balance ending 4,381,891
Security [Member]  
Indefinite-Lived Intangible Assets [Line Items]  
Balance beginning 530,475
Balance ending 530,475
Industrial Services [Member]  
Indefinite-Lived Intangible Assets [Line Items]  
Balance beginning 3,851,416
Balance ending $ 3,851,416
v3.24.1.1.u2
GOODWILL (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Mar. 31, 2024
Sep. 30, 2023
Security [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Accumulated impairment losses $ 3,316,000 $ 3,316,000
v3.24.1.1.u2
SCHEDULE OF OTHER ASSETS (Details) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Rental deposits $ 213,770 $ 198,641
Investment in Masterpiece VR 1,200,000 1,100,000
Other deposits 305,117 167,808
Demonstration equipment supplied to resellers 442,975 369,560
Other assets total $ 2,161,862 $ 1,836,009
v3.24.1.1.u2
OTHER ASSETS (Details Narrative) - USD ($)
6 Months Ended
Mar. 31, 2024
Oct. 05, 2023
Jul. 18, 2023
Jan. 19, 2022
Nov. 13, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]          
Investment   $ 100,000 $ 100,000 $ 500,000 $ 500,000
Impairment expense $ 0        
v3.24.1.1.u2
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)
Mar. 31, 2024
Sep. 30, 2023
Payables and Accruals [Abstract]    
Accrued expenses $ 489,603 $ 319,211
Accrued payable on inventory in transit 846,823 1,154,254
Accrued payroll 1,116,951 1,088,223
Accrued warranty 222,702 222,702
Accrued expenses total $ 2,676,079 $ 2,784,390
v3.24.1.1.u2
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Sep. 30, 2023
Deferred Revenue          
Deferred revenue at beginning of period $ 2,256,352 $ 1,693,021 $ 2,311,334 $ 1,824,534  
Deferred software revenues, Additions 487,413 580,752 1,147,383 1,008,169  
Deferred revenues revenues, Recognized (684,540) (558,775) (1,399,492) (1,117,705)  
Deferred revenue at end of period 2,059,225 1,714,998 2,059,225 1,714,998  
Less: current portion 1,404,608 581,193 1,404,608 581,193  
Less: current portion 1,404,608 581,193 1,404,608 581,193 $ 1,583,406
Long-term deferred revenue at end of period $ 654,617 $ 1,133,805 $ 654,617 $ 1,133,805  
v3.24.1.1.u2
DEFERRED REVENUE (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Deferred Revenue        
Deferred revenue reconized $ 608,808 $ 1,043,281 $ 483,296 $ 963,674
v3.24.1.1.u2
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($)
6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Contract Assets And Liabilities    
Costs incurred on uncompleted contracts $ 11,582,989 $ 12,523,552
Costs incurred on uncompleted contracts 2,816,002 3,085,350
Costs incurred on uncompleted contracts 14,398,991 15,608,902
Costs incurred on uncompleted contracts (14,318,721) (14,850,020)
Costs incurred on uncompleted contracts $ 80,270 $ 758,882
v3.24.1.1.u2
CONTRACT ASSETS AND LIABILITIES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Contract Assets And Liabilities        
Revenue recognized $ 95,759 $ 886,920 $ 9,030 $ 361,887
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Nov. 22, 2022
Jul. 31, 2022
Aug. 31, 2019
Mar. 31, 2024
Mar. 31, 2024
Oct. 05, 2023
Sep. 30, 2023
Related Party Transaction [Line Items]              
Related party, Interest rate           3.00%  
Accrued interest       $ 64,808 $ 64,808    
Trade receivables       11,535,880 11,535,880   $ 9,209,695
Griffin Filters LLC [Member]              
Related Party Transaction [Line Items]              
Related party transaction, description   Company negotiated a payment agreement surrounding the sale of Griffin Filters, LLC, and other liabilities due to the Company          
Related Party [Member]              
Related Party Transaction [Line Items]              
Trade receivables wrote off       94,027 94,027    
Trade payables wrote off       59,703 59,703    
Trade receivables       583,340 583,340    
Other receivables, current         60,628    
Accounts payable       5,416 5,416    
Trade receivable, related party       1,479,703 1,479,703   1,143,342
Allowance for expected credit losses       10,000 10,000    
Ducon Technologies, Pvt Ltd. [Member]              
Related Party Transaction [Line Items]              
Due to related parties, current       3,798 3,798   3,806
Due from related parties, current       635,956 635,956   $ 637,208
Cemtrex Technologies Pvt Ltd [Member]              
Related Party Transaction [Line Items]              
Other receivables, current         522,712    
Cemtrex XR Inc [Member]              
Related Party Transaction [Line Items]              
Royalties receivable         700,456    
Trade receivable, related party       $ 260,407 $ 260,407    
Asset Purchase Agreement [Member] | Ducon Technologies Inc [Member] | Griffin Filters LLC [Member] | Chief Financial Officer [Member]              
Related Party Transaction [Line Items]              
Total consideration     $ 550,000        
Asset Purchase Agreement [Member] | Ducon to Cemtrix Technology [Member] | Griffin Filters LLC [Member]              
Related Party Transaction [Line Items]              
Related party, Interest rate   5.00%          
Debt instrument maturity date   Jul. 31, 2024          
Asset Purchase Agreement [Member] | Ducon to Cemtrix Technology [Member] | Related Party [Member]              
Related Party Transaction [Line Items]              
Due to related parties, current   $ 761,585          
Asset Purchase Agreements [Member] | Saagar Govil [Member]              
Related Party Transaction [Line Items]              
Related party transaction, description the next three years; and should the total sum of royalties due be less than $820,000 at the end of the three-year period, Mr. Govil shall be obligated to pay the difference between $820,000 and the royalties paid. Cemtrex Advanced Technologies, Inc. was purchased for $10,000 in cash, 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next 5 years, and $1,600,000 in SAFE (common equity) at any subsequent fundraising or exit above $5,000,000 with a $10,000,000 cap. Subsequent to the sale of Cemtrex Advanced Technologies, Inc. the business has ceased operations            
Purchases from related party $ 890,000            
Cash from related party $ 75,000            
Royalty percentage 5.00%            
v3.24.1.1.u2
SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES (Details)
Mar. 31, 2024
USD ($)
Leases  
2024 $ 461,372
2025 908,932
2026 711,262
2027 315,525
2028 58,085
Undiscounted lease payments 2,455,176
Amount representing interest (200,490)
Discounted lease payments $ 2,254,686
v3.24.1.1.u2
SCHEDULE OF LEASE COSTS (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Leases        
Operating lease costs $ 195,693 $ 223,213 $ 389,125 $ 484,646
Short-term lease costs 15,701 33,962
Total lease cost $ 211,394 $ 223,213 $ 423,087 $ 484,646
v3.24.1.1.u2
LEASES (Details Narrative)
6 Months Ended
Mar. 31, 2024
USD ($)
ft²
Mar. 31, 2023
USD ($)
Sep. 30, 2023
Lessee, Operating Lease, Term of Contract 3 years 6 months   3 years
Operating Lease, Weighted Average Discount Rate, Percent 6.45%   5.66%
Brooklyn [Member]      
Area of Land | ft² 100    
Payments for rent $ 600    
Operating Lease, Expense $ 3,600 $ 600  
Clovis [Member]      
Area of Land | ft² 1,037    
Payments for rent $ 5,487    
Operating Lease, Expense $ 30,362    
v3.24.1.1.u2
SCHEDULE OF LINES OF CREDIT AND LIABILITIES (Details) - USD ($)
6 Months Ended
Mar. 31, 2024
Sep. 30, 2023
Line of Credit Facility [Line Items]    
Total debt $ 22,468,090 $ 24,437,059
Current maturities (914,170) (14,507,711)
Long-term debt $ 21,553,920 9,929,348
Fulton Bank One [Member]    
Line of Credit Facility [Line Items]    
Maturity date Jan. 31, 2025  
Total debt $ 69,164 108,700
Fulton Bank Two [Member]    
Line of Credit Facility [Line Items]    
Maturity date Jan. 28, 2040  
Total debt $ 2,146,939 2,180,115
Fulton Bank HEISEY One [Member]    
Line of Credit Facility [Line Items]    
Maturity date Sep. 30, 2043  
Total debt $ 1,188,315 1,200,000
Fulton Bank HEISEY Two [Member]    
Line of Credit Facility [Line Items]    
Maturity date Jul. 01, 2030  
Total debt $ 2,004,136 2,122,565
Notes Payable One [Member]    
Line of Credit Facility [Line Items]    
Maturity date Jun. 30, 2025  
Total debt $ 4,787,348 4,596,589
Notes Payable Two [Member]    
Line of Credit Facility [Line Items]    
Maturity date Feb. 22, 2026  
Total debt $ 11,709,830 11,243,233
Notes Payable [Member] | Heisey Mechanical Ltd [Member]    
Line of Credit Facility [Line Items]    
Maturity date Jul. 01, 2024  
Total debt $ 240,000 240,000
Term Loan Agreement [Member]    
Line of Credit Facility [Line Items]    
Maturity date Dec. 31, 2024  
Total debt 1,979,743
PPP Loans [Member]    
Line of Credit Facility [Line Items]    
Maturity date May 05, 2025  
Total debt $ 70,872 91,114
Software License Agreement [Member]    
Line of Credit Facility [Line Items]    
Maturity date Jun. 03, 2024  
Total debt $ 225,000 675,000
HDFC Bank Auto Loan [Member]    
Line of Credit Facility [Line Items]    
Maturity date Jun. 05, 2027  
Total debt $ 26,486
v3.24.1.1.u2
SCHEDULE OF LINES OF CREDIT AND LIABILITIES (Details) (Parenthetical)
6 Months Ended
Mar. 31, 2024
USD ($)
shares
Mar. 31, 2024
INR (₨)
shares
Mar. 31, 2023
USD ($)
Oct. 05, 2023
Sep. 30, 2023
USD ($)
Line of Credit Facility [Line Items]          
Interest rate       3.00%  
Notes payable - discount   $ 883,467    
Notes Payable One [Member]          
Line of Credit Facility [Line Items]          
Interest rate 8.00%        
Notes payable $ 5,755,000        
Notes payable - discount 750,000        
Notes payable - legal fees 5,000        
Proceeds from notes payable 5,000,000        
Notes payable - Unamortized discount $ 0       $ 0
Notes Payable Two [Member]          
Line of Credit Facility [Line Items]          
Interest rate 8.00%        
Notes payable $ 9,205,000        
Notes payable - discount 1,200,000        
Notes payable - legal fees 5,000        
Proceeds from notes payable 8,000,000        
Notes payable - Unamortized discount $ 0       $ 0
Common stock, shares | shares 28,572 28,572      
Common stock, value $ 700,400        
Notes Payable [Member] | Heisey Mechanical Ltd [Member]          
Line of Credit Facility [Line Items]          
Interest rate 6.00%        
Notes payable $ 240,000        
Term Loan Agreement [Member]          
Line of Credit Facility [Line Items]          
Interest rate 11.50%        
Loans payable $ 5,600,000        
PPP Loans [Member]          
Line of Credit Facility [Line Items]          
Interest rate 1.00%        
Loans payable $ 121,400        
Software License Agreement [Member]          
Line of Credit Facility [Line Items]          
Loans payable $ 1,125,000        
HDFC Bank Auto Loan [Member]          
Line of Credit Facility [Line Items]          
Interest rate 8.70%        
Loans payable $ 784.89        
Notes payable 28,331        
Monthly payments | ₨   ₨ 65,179      
Fulton Bank One [Member]          
Line of Credit Facility [Line Items]          
Loans payable to bank $ 360,000        
Interest rate basis spread 2.37% 2.37%      
Interest rate 7.71%       7.68%
Fulton Bank Two [Member]          
Line of Credit Facility [Line Items]          
Loans payable to bank $ 2,476,000        
Interest rate basis spread 2.62% 2.62%      
Interest rate 7.96%       7.93%
Fulton Bank HEISEY One [Member]          
Line of Credit Facility [Line Items]          
Loans payable to bank $ 1,200,000        
Interest rate basis spread 2.80% 2.80%      
Interest rate 8.14%       8.11%
Fulton Bank HEISEY Two [Member]          
Line of Credit Facility [Line Items]          
Loans payable to bank $ 2,160,000        
Interest rate basis spread 2.80% 2.80%      
Interest rate 8.14%       8.11%
v3.24.1.1.u2
LINES OF CREDIT AND LONG-TERM LIABILITIES (Details Narrative) - USD ($)
6 Months Ended
Aug. 31, 2023
Mar. 31, 2024
Oct. 05, 2023
Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Revolving line of credit   $ 980,766 $ 5,000,000  
Interest rate     3.00%  
Revolving lline of credit   4,019,234  
Loan origination costs   $ 36,267  
Percentage for sale of equity   50.00%    
Standstill Agreement [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Revolving lline of credit $ 5,000,000      
Percentage for sale of equity 50.00%      
v3.24.1.1.u2
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2024
Jan. 12, 2024
Jan. 05, 2024
Sep. 30, 2023
Class of Stock [Line Items]                
Share repurchase program           69,705 71,951  
Common stock shares, issued for service       9,853 9,853      
Common stock value, issued for service $ 40,000 $ 102,500   $ 40,000      
Series 1 Preferred Stock [Member]                
Class of Stock [Line Items]                
Preferred stock dividends shares         115,037      
Share repurchase program 71,951       71,951      
Treasury stock purchase         $ 69,705      
Preferred stock, shares issued 2,408,053       2,408,053     2,293,016
Preferred stock, shares outstanding 2,272,002       2,272,002     2,228,916
v3.24.1.1.u2
SHARE-BASED COMPENSATION (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]        
Share-based compensation expense $ 7,558 $ 15,116 $ 26,735 $ 66,577
Unrecognized compensation cost $ 48,189   $ 48,189  
v3.24.1.1.u2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
May 06, 2024
May 03, 2024
May 01, 2024
Apr. 30, 2024
Apr. 08, 2024
Apr. 05, 2024
Aug. 31, 2023
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2024
Sep. 30, 2023
Subsequent Event [Line Items]                          
Number of shares for service                     9,853 9,853  
Value of shares for service               $ 40,000 $ 102,500   $ 40,000  
Proceeds from common stock                       $ 4,000,000  
Percentage for sale of equity                       50.00%  
Common Stock [Member]                          
Subsequent Event [Line Items]                          
Number of shares for service                   15,529      
Value of shares for service                 $ 10 $ 15      
Standstill Agreement [Member]                          
Subsequent Event [Line Items]                          
Percentage for sale of equity             50.00%            
Series 1 Preferred Stock [Member]                          
Subsequent Event [Line Items]                          
Number of shares issued, per share               $ 10       $ 10 $ 10
Subsequent Event [Member]                          
Subsequent Event [Line Items]                          
Number of shares for service         1,946                
Value of shares for service         $ 9,000                
Subsequent Event [Member] | Standstill Agreement [Member]                          
Subsequent Event [Line Items]                          
Maturity date description       Pursuant to the Agreement, Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company, dated September 20, 2021 and February 22, 2022, for a period of one year (the “Standstill Period”) and Streeterville further agreed to extend the maturity dates on the notes to June 30, 2025 and February 22, 2026, respectively.                  
Proceeds from common stock       $ 4,000,000                  
Percentage for sale of equity       50.00%                  
Proceeds from payment of debt $ 4,588,897                        
Subsequent Event [Member] | Underwriting Agreement [Member] | IPO [Member]                          
Subsequent Event [Line Items]                          
Underwritting description     (i) 554,705 units (the “Common Units”), each consisting of one share of common stock of the Company (“common stock”), a warrant to purchase one share of common stock at an exercise price of $.085 per share or pursuant to an alternative cashless exercise option (described below), which warrant will expire on the two-and-a-half year anniversary of the original issuance date (the “Series A Warrants”) and a warrant to purchase one share of common stock at an exercise price of $0.85 per share, which warrant will expire on the five-year anniversary of the original issuance date (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”); and (ii) 11,210,000 pre-funded units (the “Pre-funded Units” and together with the Common Units, the “Units”), each consisting of one pre-funded warrant to purchase one share of common stock (the “Pre-funded Warrants”), a Series A Warrant and a Series B Warrant. The purchase price of each Unit was $0.85, and the purchase price of each Pre-Funded Unit was $0.849 (which is equal to the public offering price per Common Unit to be sold in the Offering minus $0.001). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.                    
Number of shares sold   11,764,705                      
Subsequent Event [Member] | Underwriting Agreement [Member] | IPO [Member] | Common Stock [Member]                          
Subsequent Event [Line Items]                          
Number of shares sold   554,705                      
Subsequent Event [Member] | Underwriting Agreement [Member] | IPO [Member] | Prefunded Units [Member]                          
Subsequent Event [Line Items]                          
Number of shares sold   11,210,000                      
Subsequent Event [Member] | Underwriting Agreement [Member] | IPO [Member] | Prefunded Warrant [Member]                          
Subsequent Event [Line Items]                          
SaleOfStockNumberOfSharesIssuedInTransaction   11,210,000                      
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member]                          
Subsequent Event [Line Items]                          
Underwritting discount description     the Underwriter received an underwriting discount of 7.0% to the public offering price for the Units. In addition, the Company agreed to (a) pay a non-accountable expense allowance to the Underwriter equal to 0.5% of the gross proceeds received in this Offering and (b) to reimburse the Underwriter for certain out-of-pocket expenses, including, but not limited to, up to $100,000 for reasonable legal fees and disbursements for the Underwriter’s counsel.                    
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | Common Stock [Member]                          
Subsequent Event [Line Items]                          
Stock option granted     1,764,705                    
Percentage for number of common stock and pre-funded warrants sold in offering     15.00%                    
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | Series A Warrant [Member]                          
Subsequent Event [Line Items]                          
Warrants sold   1,764,705 1,764,705                    
Percentage for warrants sold in offering     15.00%                    
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | Series B Warrant [Member]                          
Subsequent Event [Line Items]                          
Warrants sold   1,764,705 1,764,705                    
Percentage for warrants sold in offering     15.00%                    
Subsequent Event [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | Prefunded Warrant [Member]                          
Subsequent Event [Line Items]                          
Proceeds from common stock   $ 10,035,000                      
Subsequent Event [Member] | Series 1 Preferred Stock [Member]                          
Subsequent Event [Line Items]                          
Number of shares issued to pay dividend           120,725              
Dividend rate           10.00%              
Number of shares issued, per share           $ 10.00              
Treasury stock cancelled         71,951                

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