CEA Industries Inc.
For the period ended Apr 30, 2026. Filed Jun 23, 2026.
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FY2026 · Filed Jun 23, 2026
BNC$4.55-4.8%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
| ExhibitNumber | Description of Exhibit |
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed January 28, 2010). |
| 3.2 | Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1(b) to the Annual Report on Form 10-K filed April 2, 2018). |
| 3.3 | Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed November 4, 2021). |
| 3.4 | Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed November 18, 2021). |
| 3.5 | Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report filed February 1, 2022). |
| 3.6 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 29, 2025). |
| 3.7 | Certificate of Designations of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 30, 2021). |
| 3.8 | Certificate of Designation of Series C Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A filed December 29, 2025). |
| 4.1 | Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed January 28, 2010). |
| 4.2 | Form of the Underwriter Representative Warrant (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed February 4, 2022). |
| 4.3 | Form of Warrant Agency Agreement for the Public Warrants, dated February 10, 2022, between the Registrant and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-1 filed January 31, 2022). |
| 4.4 | Form of Public Warrant, issued February 10, 2022, with Continental Stock Transfer and Trust Company, as warrant agent (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-1 filed January 31, 2022). |
| 4.5 | Warrant Agreement, dated August 5, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (including the form of Warrant Certificate attached as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A filed April 14, 2026). |
| 4.6 | Stockholder Rights Agreement, dated December 26, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company, as rights agent (including the Form of Rights Certificate attached as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A filed December 29, 2025). |
| 4.7 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 28, 2025). |
| 4.8 | Form of Stapled Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed July 28, 2025). |
| 4.9 | Form of Asset Manager Warrants (incorporated by reference to Exhibit 4. to the Current Report on Form 8-K filed August 8, 2025). |
| 4.10 | Form of Strategic Advisor Warrants (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed August 8, 2025). |
| 4.11* | Description of Securities. |
| 10.1+ | Executive Employment Agreement, dated November 24, 2021, by and between the Registrant and Anthony K. McDonald (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 26, 2021). |
| 10.2+ | CEA Industries Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed August 3, 2017). |
| 10.3+ | CEA Industries Inc, 2021 Equity Incentive Plan (incorporated by reference to Exhibit B to the Proxy Statement of the Registrant filed April 7, 2021). |
| 10.4 | Purchase Agreement, dated February 7, 2025, for the acquisition of Fat Panda Ltd. et.al. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 12, 2025). |
| 10.5 | Amendment No. 1 to the Purchase Agreement, dated February 7, 2025 (incorporated by reference from Exhibit 1.2 of the Current Report on Form 8-K filed June 10, 2025). |
| 10.6 | Amendment No. 2 to the Purchase Agreement, dated February 7, 2025 (incorporated by reference from Exhibit 1.3 of the Current Report on Form 8-K filed June 10, 2025). |
| 10.7 | Form of Cash Securities Purchase Agreement, dated July 28, 2025, between the Registrant and each Purchaser (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed July 28, 2025). |
| 10.8 | Form of Cryptocurrency Securities Purchase Agreement, dated July 28, 2025, between the Registrant and each Purchaser (incorporated by reference from Exhibit 10.2 of the Current Report on Form 8-K filed July 28, 2025). |
| 10.9 | Form of Registration Rights Agreement, dated July 28, 2025, between the Registrant and each Holder (incorporated by reference from Exhibit 10.3 of the Current Report on Form 8-K filed July 28, 2025). |
| 10.1 | Asset Management Agreement, dated August 5, 2025, by and between the Registrant and 10X Capital Partners LLC (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed August 8, 2025). |
| 10.11 | Strategic Advisor Agreement, dated August 5, 2025, by and between the Registrant and 10X BNB Cayman Sponsor (incorporated by reference from Exhibit 10.2 of the Current Report on Form 8-K filed August 8, 2025). |
| 10.12 | Strategic Advisor Agreement, dated August 5, 2025, by and between the Registrant and YZi Management Labs Ltd. (incorporated by reference from Exhibit 10.3 of the Current Report on Form 8-K filed August 8, 2025). |
| 10.13 | Form of Amendment No. 1 to the Registration Rights Agreement, dated September 3, 2025 (incorporated by reference from Exhibit 10.3 of the Current Report on Form 8-K filed September 9, 2025). |
| 10.14 | Open Market Share Repurchase Agreement, dated September 22, 2025 (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed September 25, 2025). |
| 10.15+ | Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.6 to the Company‘s Quarterly Report on Form 10-Q filed December 12, 2025). |
| 10.16+ | Employment Agreement, dated March 9, 2026, by and between the Registrant and William B. Miller (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed March 12, 2026). |
| 10.17+ | Transition Agreement, dated March 16, 2026, by and between the Registrant, Abound LLC and David Namdar (incorporated by reference from Exhibit 10.7 of the Current Report on Form 8-K filed March 16, 2026). |
| 10.18+ | CEA Industries Inc. 2026 Inducement Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8, filed April 8, 2026). |
| 10.19+ | Form of Restricted Stock Unit Award Agreement under the CEA Industries Inc. 2026 Inducement Plan (incorporated by reference from Exhibit 10.9 of the Current Report on Form 8-K filed April 9, 2026). |
| 14.1 | Code of Business Conduct and Ethics adopted February 13, 2018 (incorporated by reference to Exhibit 14 to the Current Report on Form 8-K filed February 14, 2018). |
| 18.1* | Preferability Letter of Sadler, Gibb & Associates, LLC Regarding Change in Accounting Principle. |
| 19.1 | Form of CEA Industries Statement of Policy on Insider Trading (adopted by the Board of Directors on November 24, 2021) (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed March 27, 2025). |
| 21.1* | Significant Subsidiaries of Registrant. |
| 23.1* | Consent of Sadler, Gibb & Associates, LLC. |
| 31.1* | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | CEA Industries Policy for the Recovery of Erroneously Awarded Compensation adopted March 1, 2023 (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed March 27, 2025). |
| 101.INS* | Inline XBRL Instance Document |
|---|---|
| 101.SCH* | Inline XBRL Taxonomy Schema |
| 101.CAL* | Inline XBRL Taxonomy Calculation Linkbase |
| 101.DEF* | Inline XBRL Taxonomy Definition Linkbase |
| 101.LAB* | Inline XBRL Taxonomy Label Linkbase |
| 101.PRE* | Inline XBRL Taxonomy Presentation Linkbase |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
- Indicates a management contract or compensatory plan.
*Filed herewith.
**Furnished herewith.
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