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CEA Industries Inc.

For the period ended Jul 31, 2025. Filed Sep 22, 2025.

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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.

Jul 31, 2025 · Filed Sep 22, 2025

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 JULY 31, 2025

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 valueBNCNasdaq Capital Markets
Warrants to purchase common stockBNCWNasdaq 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 September 18, 2025, the number of outstanding shares of common stock of the registrant was 43,083,082.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended July 31, 2025

Table of Contents

Page
Cautionary Statementii
PART I — FINANCIAL INFORMATION2
Item 1. Financial Statements (Unaudited)2
Condensed Consolidated Balance Sheets as of July 31, 2025 (Successor) (Unaudited) and April 30, 2025 (Predecessor) (Audited)2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Period from June 7, 2025 through July 31, 2025 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Three Months Ended July 31, 2024 (Predecessor) (Unaudited)3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Period from June 7, 2025 through July 31, 2025 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Three Months Ended July 31, 2024 (Predecessor) (Unaudited)4
Condensed Consolidated Statements of Cash Flows for the Period from June 7, 2025 through July 31, 2025 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Three Months Ended July 31, 2024 (Predecessor) (Unaudited)5
Notes to the Condensed Consolidated Financial Statements6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations42
Item 3. Quantitative and Qualitative Disclosures About Market Risk50
Item 4. Controls and Procedures50
PART II — OTHER INFORMATION51
Item 1. Legal Proceedings51
Item 1A. Risk Factors52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds64
Item 3. Defaults Upon Senior Securities64
Item 4. Mine Safety Disclosures64
Item 5. Other Information64
Item 6. Exhibits64
SIGNATURES65
EXHIBIT INDEX66

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.