Item 1.01 Entry into a Material Definitive Agreement

On January 23, 2020, Cemtrex Inc. (the "Company") entered into a Subscription Agreement relating to the public offering of 500,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share, all of which were sold by the Company (the "Offering") to an accredited investor. The Offering price of the Shares was $1.50 per share. After offering expenses and a 5% commission paid to the Company's placement agent, the Company received net proceeds of approximately $705,000 from the Offering.

The Company intends to use the net proceeds from the Offering to further the development, sales and marketing of our new smart device, known as the SmartDesk, a proprietary advanced technology workspace solution, to pay indebtedness and for general corporate purposes.

The Subscription Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Subscription Agreement, and may be subject to limitations agreed upon by the contracting parties.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the "SEC") on June 5, 2017 (File No. 333-218501), as amended by the Company on June 12, 2017 and declared effective by the SEC on June 14, 2017. A prospectus supplement relating to the Offering has been filed with the SEC. The Subscription Agreement is attached as Exhibit 10.1 hereto, and the description of the terms of the Subscription Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of The Doney Law Firm relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

Pursuant to a placement agent agreement (the "Placement Agent Agreement") with the placement agent for the Offering (the "Placement Agent"), at the closing of the sale of the Shares the Company paid the Placement Agent, as a commission, a cash amount equal to 5% of the aggregate sales price of the Shares.

Neither the disclosures on this Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
  1.1       Placement Agent Agreement(1)
  5.1       Opinion of The Doney Law Firm
 10.1       Form of Subscription Agreement
 23.1       Consent of The Doney Law Firm (included in Exhibit 5.1)

(1) Incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K

filed with the Securities and Exchange Commission on July 2, 2019.

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