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CEA Industries Inc.

For the period ended Oct 31, 2025. Filed Dec 15, 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.

Oct 31, 2025 · Filed Dec 15, 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 OCTOBER 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, Colorado80027
(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 Market
Warrants to purchase common stockBNCWNasdaq Capital Market

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 December 12, 2025, the number of outstanding shares of common stock of the registrant was 44,062,938

CEA Industries Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended October 31, 2025

Table of Contents

Page
Cautionary Statementii
PART I — FINANCIAL INFORMATION2
Item 1. Financial Statements (Unaudited)2
Condensed Consolidated Balance Sheets as of October 31, 2025 (Successor) (Unaudited) and April 30, 2025 (Predecessor) ( Audited)2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended October 31, 2025 and the Three Months Ended October 31, 2024 (Predecessor), for the Period from June 7, 2025 through October 31, 2025 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Six Months Ended October 31, 2024 (Predecessor) (Unaudited)3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended October 31, 2025,for the Period from June 7, 2025 through October 31, 2025 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), the Three Months Ended October 31, 2024 (Predecessor) and the Six Months Ended October 31, 2024 (Predecessor) (Unaudited)4
Condensed Consolidated Statements of Cash Flows for the Period from June 7, 2025 through October 31, 2025 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Six Months Ended October 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 Operations29
Item 3. Quantitative and Qualitative Disclosures About Market Risk36
Item 4. Controls and Procedures36
PART II — OTHER INFORMATION37
Item 1. Legal Proceedings37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds37
Item 6. Exhibits39

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.