NOTE 21 – STOCKHOLDERS’ EQUITY

Series 1 Preferred Stock

The Company’s Series 1 Preferred Stock is quoted on the OTC Markets OTCID tier under the symbol “CETXP.”

During the nine months ended June 30, 2026, 277,814 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.

As of June 30, 2026, and September 30, 2025, there were 2,983,141 and 2,705,327 shares of Series 1 Preferred Stock issued and 2,919,041 and 2,641,227 shares of Series 1 Preferred Stock outstanding, respectively.

Common Stock

On September 29, 2025, and June 5, 2026, the Company completed a 15:1 and 10:1, respectively, reverse stock split on its common stock. All share and per share data have been retroactively adjusted for the reverse splits.

During the nine months ended June 30, 2026, 2,995 shares of common stock were issued for the exercise 2,995 Series A Warrants, under the Alternative Cashless Exercise option as adjusted for exercise price adjustments. During the three months ended June 30, 2026, no Series A Warrants were exercised.

During the nine months ended June 30, 2026, 61,508 shares of common stock issued for rounding on the September 29, 2025, and the June 5, 2026, reverse stock splits. During the three months ended June 30, 2026, 54,740 shares of common stock issued for rounding on the June 5, 2026 reverse split.

During the three and nine months ended June 30, 2026, 15,000, and 247,457 shares of common stock were issued for the exercise of 150,000, and 2,474,510 Series B Warrants, respectively which generated $5,787,831 in proceeds.

During the nine months ended June 30, 2026, 482,188 shares of the Company’s common stock have been issued to satisfy $8,430,895 of notes payable, $511,546 in accrued interest, and $12,269,120 of excess value of shares issued recorded as interest expense. During the three months ended June 30, 2026, 182,142 shares of the Company’s common stock have been issued to satisfy $668,889 of notes payable, $429,552 in accrued interest, and $470,387 of excess value of shares issued recorded as interest expense. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.

Series A and Series B Warrants

The following table summarizes information about shares issuable under warrants outstanding as of June 30, 2026.

 SCHEDULE SHARES ISSUABLE UNDER WARRANTS OUTSTANDING

On October 13, 2025, the Company issued shares of common stock to relieve debt. At the time, the Company had 147,234 Series A Warrants and 1,519,782 Series B Warrants outstanding at an exercise price of $5.304. According to the terms of the Series A and Series B warrants, in the event of an issuance below the current exercise price, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On October 17, 2025, it was determined that the exercise price has reset to $4.56.

The following table illustrates the adjustment.

 SCHEDULE OF WARRANTS ADJUSTMENT

On December 11, 2025, the Company closed on a Securities Purchase agreement of common stock. At the time, the Company had 57,120 Series A Warrants and 1,757,778 Series B Warrants outstanding at an exercise price of $4.56. According to the terms of the Series A and Series B warrants, in the event of a public offering, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On December 17, 2025, it was determined that the exercise price has reset to $2.433.

The following table illustrates the adjustment.

On December 30, 2025, the Company closed on a Securities Purchase agreement of common stock. At the time, the Company had 78,489 Series A Warrants and 987,987 Series B Warrants outstanding at an exercise price of $2.433. According to the terms of the Series A and Series B warrants, in the event of a public offering, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On January 6, 2026, it was determined that the exercise price has reset to $2.25.

The following table illustrates the adjustment.

On April 7, 2026, the Company issued shares of common stock to relieve debt. At the time, the Company had 78,489 Series A Warrants and 987,987 Series B Warrants outstanding at an exercise price of $2.25. According to the terms of the Series A and Series B warrants, in the event of an issuance below the current exercise price, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On April 13, 2026, it was determined that the exercise price has reset to $0.75.

The following table illustrates the adjustment.

On June 5, 2026, the Company effected a 10:1 reverse stock split. At the time, the Company had 314,911 Series A Warrants and 3,030,914 Series B Warrants outstanding at an exercise price of $0.75. in the event of a reverse stock split, the exercise price resets to the lowest VWAP during the period commencing five (5) consecutive trading days immediately preceding and the five (5) consecutive trading days commencing on the reverse stock split effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On June 11, 2026, it was determined that the exercise price has reset to $4.3051.

The following table illustrates the adjustment

On June 25, 2026, the Company issued shares of common stock to relieve debt. At the time, the Company had 314,911 Series A Warrants and 3,030,914 Series B Warrants outstanding at an exercise price of $4.3051. According to the terms of the Series A and Series B warrants, in the event of an issuance below the current exercise price, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged. On July 1, 2026, it was determined that the exercise price has reset to $2.936.

For the three months ended June 30, 2026, and 2025, the company recognized a gain on the fair value of common shares issued for the exercised warrants of $6,837, and $74,008, respectively. For the nine months ended June 30, 2026, and 2025, the company recognized a loss on the fair value of the common shares issued for the exercised warrants of $4,651,745 and $15,722,097, respectively, which represents the difference between the fair value of the shares issued and the value of the warrants exercised.

For the three months ended June 30, 2026, and 2025 the company recognized a loss on changes in fair value of warrant liability of $2,199,991, and $3,615,437, respectively. For the nine months ended June 30, 2026, and 2025 the company recognized a gain on changes in fair value of warrant liability of $85,820, and a loss of $8,928,275, respectively. This represents the change in the fair value of the warrants unexercised at the measurement period.

Equity Offerings

On December 11, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the Company’s common stock, par value $0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $3.00 per share/warrant for aggregate gross proceeds of $2,000,000. The Offering closed on December 11, 2025. The Company issued 31,000 shares of common stock and prefunded warrants to purchase 35,667 shares of common stock. The Prefunded warrants were immediately exercised, and the Company issued 66,667 shares of common stock in the aggregate.

On December 23, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the Company’s common stock, par value $0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $2.50 per share/warrant for aggregate gross proceeds of $2,000,000. The Offering closed on December 23, 2025. The Company issued 33,000 shares of common stock and prefunded warrants to purchase 47,000 shares of common stock. The Prefunded warrants were immediately exercised, and the Company issued 80,000 shares of common stock in the aggregate.

On December 30, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the Company’s common stock, par value $0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $2.25 per share/warrant for aggregate gross proceeds of $2,000,000. The Offering closed on December 30, 2025. The Company issued 33,000 shares of common stock and prefunded warrants to purchase 54,889 shares of common stock. The Prefunded warrants were immediately exercised, and the Company issued 88,889 shares of common stock in the aggregate.

On January 9, 2026, Cemtrex, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single accredited institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the “Offering”), securities consisting of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and/or pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), for aggregate gross proceeds of $4,000,000. The Offering closed on January 9, 2026. The Company issued 40,000 shares of common stock and prefunded warrants to purchase 106,951 shares of common stock; all the prefunded warrants were immediately exercised, and the Company issued 146,951 shares of common stock in the aggregate.