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CEA Industries Inc

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

BNC$4.87+6.6%Stored close · as of Nov 6, 2026
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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 EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:001-41266

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada27-3911608
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
385 South Pierce Avenue, Suite C Louisville, Colorado 8002780027
(Address of principal executive offices)(Zip code)

(303) 993-5271

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 par valueCEADNasdaq Capital Markets
Warrants to purchase common stockCEADWNasdaq Capital Markets

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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,” “non-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☒

As of November 14, 2024, the number of outstanding shares of common stock of the registrant was 791,580.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2024

Table of Contents

Page
Cautionary Statementii
PART I — FINANCIAL INFORMATION2
Item 1. Financial Statements (Unaudited)2
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 20232
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and September 30, 20233
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2024 and September 30, 20234
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and September 30, 20235
Notes to the Condensed Consolidated Financial Statements6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3. Quantitative and Qualitative Disclosures About Market Risk34
Item 4. Controls and Procedures34
PART II — OTHER INFORMATION
Item 1. Legal Proceedings35
Item 1A. Risk Factors35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds35
Item 3. Defaults Upon Senior Securities35
Item 4. Mine Safety Disclosures35
Item 5. Other Information35
Item 6. Exhibits35
SIGNATURES36
EXHIBIT INDEX37

i

In this Quarterly Report on Form 10-Q, unless otherwise indicated, the “Company”, “we”, “us” or “our” refer to CEA Industries Inc. and, where appropriate, its wholly owned subsidiaries.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.