CEA Industries Inc.

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

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$4.55-4.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 1. Financial Statements (Unaudited)

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

	Successor	Predecessor
	July 31,	April 30,
	2025	2025
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$3,019,711	$2,148,606
Accounts receivable, net	188,995	228,507
Related party receivables	-	668,301
Contract assets, net	233,274	-
Inventory, net	3,374,770	3,293,947
Prepaid expenses and other	479,848	119,012
Total Current Assets	7,296,598	6,458,373
Noncurrent Assets
Property and equipment, net	298,631	322,880
Goodwill	4,218,445	-
Intangible assets (net of accumulated amortization of $78,890)	5,152,027	-
Deferred tax asset	-	154,951
Deposits	231,257	217,379
Operating lease right-of-use asset	1,931,103	1,890,013
Total Noncurrent Assets	11,831,463	2,585,223
TOTAL ASSETS	$19,128,061	$9,043,596
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$2,989,164	$2,255,445
Income tax payable	47,296	$105,476
Deferred revenue	433,122	-
Note payable	3,802,194	-
Related party note payable	360,850	-
Current portion of operating lease liability	661,985	528,914
Royalty liabilities	12,803	18,051
Total Current Liabilities	8,307,414	2,907,886
Noncurrent Liabilities
Operating lease liability, net of current portion	1,302,568	1,374,639
Deferred tax liabilities	1,241,444	-
Related party convertible note payable	741,763	-
Related party note payable	634,974	-
Total Noncurrent Liabilities	3,920,749	1,374,639
TOTAL LIABILITIES	12,228,163	4,282,525
Commitments and Contingencies (Note 10)	-	-
SHAREHOLDERS’ EQUITY
Common stock, $0.00001 par value; 200,000,000 authorized; 860,457 shares issued and outstanding	9	-
Common stock; unlimited authorized; 1,410 shares issued and outstanding	-	401
Additional paid in capital	54,597,106	-
Retained (deficit) earnings	(47,650,353)	4,837,746
Accumulated comprehensive loss	(46,864)	(77,076)
Total Shareholders’ Equity	6,899,898	4,761,071
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$19,128,061	$9,043,596

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Successor · Predecessor
	Period from June 7 through July 31,	Period from May 1 through June 6,	Three Months Ended July 31,
	2025	2025	2024
Revenue	$4,579,758	$2,927,689	$6,958,270
Cost of revenue	3,207,166	2,001,537	4,054,322
Gross profit	1,372,592	926,152	2,903,948
Operating expenses:
Advertising and marketing expenses	71,769	63,202	80,549
Product development costs	-	-	70,717
Selling, general and administrative expenses	6,941,903	842,348	1,888,712
Total operating expenses	7,013,672	905,550	2,039,978
Operating (loss) income	(5,641,080)	20,602	863,970
Other expense
Interest expense/amortization of debt discount	(267,418)	-	-
Total other expense	(267,418)	-	-
(Loss) income before (benefit) provision for income taxes	(5,908,498)	20,602	863,970
Provision for income taxes	(60,101)	1,589	155,547
Net (loss) income	$(5,848,397)	$19,013	$708,423
Other comprehensive (loss) income, net of tax
Foreign currency translations adjustment	(46,864)	34,825	32,231
Other comprehensive (loss) income, net of tax	$(5,895,261)	$53,838	$740,654
(Loss) earnings per common share – basic and diluted	$(6.94)	$13.48	$502.43
Weighted average number of common shares outstanding, basic and diluted	842,852	1,410	1,410

Condensed Consolidated Statements of Changes in Shareholders’ Equity

	Common Stock
	Number of Shares	Amount	Additional Paid in Capital	Accumulated Deficit	Accumulative comprehensive loss	Shareholders’ Equity
Successor
Balance June 6, 2025	802,346	$8	$49,613,146	$(41,801,956)	-	$7,811,198
Fair value of restricted stock units vesting to directors	-	-	7,854	-	-	7,854
Fair value of restricted stock units issued to directors	-	-	2,329,698	-	-	2,329,698
Common shares issued on settlement on vesting of restricted stock units issued to directors	1,529	-	-	-	-	-
Fair value of restricted stock units issued to employees	-	-	2,329,679	-	-	2,329,679
Fair value of vesting stock options granted to employees	-	-	2,780	-	-	2,780
Common shares issued on acquisition of Fat Panda	39,000	1	313,949	-	-	313,950
Cashless exercise of warrants	17,582	-	-	-	-	-
Foreign currency translation	-	-	-	-	(46,864)	(46,864)
Net loss	-	-	-	(5,848,397)	-	(5,848,397)
Balance July 31, 2025	860,457	$9	$54,597,106	$(47,650,353)	$(46,864)	$6,899,898

	Common Stock
Number of Shares · Amount · Additional Paid in Capital · Retained Earnings · Accumulative comprehensive loss · Shareholders’ Equity
Predecessor:
Balance April 30, 2025	1,410	$401	$	-	$4,837,746	$(77,076)	$4,761,071
Foreign currency translation	-	-		-	-	34,825	$34,825
Net income	-	-		-	19,013	-	$19,013
Balance June 6, 2025	1,410	$401	$	-	$4,856,759	$(42,251)	$4,814,909

	Common Stock
Number of Shares · Amount · Additional Paid in Capital · Retained Earnings · Accumulative comprehensive loss · Shareholders’ Equity
Predecessor:
Balance April 30, 2024	1,410	$401	$	-	$4,267,817	$(76,157)	$4,192,061
Foreign currency translation	-	-		-	-	32,231	32,231
Net income	-	-		-	708,423	-	708,423
Balance July 31, 2024	1,410	$401	$	-	$4,976,240	$(43,926)	$4,932,715

Condensed Consolidated Statements of Cash Flows

Successor · Predecessor
Period from June 7 through July 31, · Period from May 1 through June 6, · Three Months Ended July 31,
2025 · 2025 · 2024
Cash Flows From Operating Activities:
Net (loss) income	$(5,848,397)		$19,013		$708,423
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	96,479		13,258		20,046
Share-based compensation	4,668,750		-		-
Amortization of debt discount	27,912		-		-
Loss on disposal of property, plant, and equipment	(2,131)		-		-
- · - · -
Changes in operating assets and liabilities:	-		-		-
Accounts receivable, net	(7,858)		53,226		(85,601)
Related parties receivables	-		-		(19,713)
Income tax payable	(59,834)		1,589		(176,566)
Inventory, net	286,305		(362,569)		(220,364)
Prepaid expenses and other	1,117,969		6,632		(19,696)
Accounts payable and accrued liabilities	(1,972,092)		35,336		(118,620)
Deferred revenue	(33,027)		-		-
Contract assets, net	1,439		-		-
Operating lease liability, net	(954)		256		59,804
Royalty liabilities	-		(5,183)		(7,244)
Deferred taxes	-		-		(142,454)
Net cash proved by (used in) operating activities	(1,725,439)		(238,442)		(1,985)
Cash Flows From Investing Activities
Cash paid for acquisition of Fat Panda	(10,644,080)		-		-
Net cash used in investing activities	(10,644,080)		-		-
Cash Flows From Financing Activities
Proceeds from issuance of note payable	3,910,282		-		-
Net cash provided by financing activities	3,910,282		-		-
Net change in cash and cash equivalents	(8,459,237)		(238,442)		(1,985)
Effect of exchange rate changes on cash	31,536		13,620		(4,214)
Cash and cash equivalents, beginning of period	11,447,412		2,148,606		2,076,613
Cash and cash equivalents, end of period	$3,019,711		$1,923,784		$2,070,414
Supplemental cash flow information:
Issuance of common stock for Fat Panda acquisition	$313,950	$	-	$	-
Issuance of related party notes for Fat Panda acquisition	$1,511,100	$	-	$	-
CRA Indemnity Note	$365,000	$	-	$	-

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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.