CEA Industries Inc.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), 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 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of July 31, 2026 due in part to the material weakness in internal control over financial reporting described below, which has not been remediated.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, we did not maintain effective controls over certain aspects of the financial reporting process because: (i) we lack a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure commensurate with our financial reporting requirements; (ii) there is inadequate segregation of duties due to our limited number of accounting personnel; and (iii) we have insufficient controls and processes in place to adequately verify the accuracy and completeness of spreadsheets that we use for a variety of purposes, including revenue, taxes, stock-based compensation, earnings per share computations, and other areas, and on which we place significant reliance for our financial reporting. This material weakness has not been remediated at July 31, 2026.

Additional Deficiencies in Disclosure Controls and Procedures

In connection with a review of our corporate records and periodic report exhibits conducted during and after the quarter ended July 31, 2026, management identified deficiencies in our controls over the preparation and review of non-financial disclosure in our Exchange Act reports. Specifically, we did not maintain effective controls to verify that (i) the exhibit index in our periodic reports is complete and current as against our corporate records and our filings with the Nevada Secretary of State, (ii) the description of our securities filed as an exhibit to our Annual Report on Form 10-K accurately describes our authorized and outstanding capital stock, and (iii) the cover pages of our periodic reports list all classes of securities registered under Section 12(b) of the Exchange Act.

As a result, certificates of designation and a charter amendment were omitted from the exhibit index to our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, the description of securities filed as an exhibit to that report contained inaccuracies regarding our capital stock, and the cover pages of certain of our periodic reports omitted a class of securities registered under Section 12(b). These deficiencies did not affect our consolidated financial statements or the amounts reported therein.

Remediation

We are taking steps to remediate the material weakness and the additional deficiencies described above.

With respect to the material weakness, effective March 9, 2026, we appointed William B. Miller as Chief Financial Officer. We remain committed to improving our financial organization when we are able, including by expanding our accounting staff and improving our systems and controls to reduce reliance on the manual nature of our existing systems. However, due to our size and financial resources, remediating the identified weaknesses may not be economically feasible in the near term. We do not expect the material weakness to be remediated until we have improved our internal control over financial reporting, and we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting on an ongoing basis.

With respect to the additional deficiencies, we have engaged Nevada counsel to review and reconcile our charter documents against the records of the Nevada Secretary of State, and we are implementing procedures under which the exhibit index and cover page of each periodic report will be verified against our corporate records prior to filing.

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error 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. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives.

Changes in Internal Control over Financial Reporting

On July 22, 2026, our Chief Executive Officer concluded his service and the Board appointed our Chief Financial Officer to serve additionally as Interim Principal Executive Officer. As a result, the principal executive officer, principal financial officer, and principal accounting officer functions are currently performed by a single officer. Because our material weakness includes an inadequate supervisory review structure and inadequate segregation of duties, this change is reasonably likely to materially affect our internal control over financial reporting. As previously disclosed, the Board is currently conducting a search for a new chief executive officer, and management is evaluating what additional controls are appropriate pending appointment of the new chief executive officer once the search concludes.

Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.