CEA Industries Inc.
For the period ended Jan 31, 2026. Filed Mar 16, 2026.
View on SEC.govAbout 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.
Jan 31, 2026 · Filed Mar 16, 2026
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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Item 1. Financial Statements (Unaudited)
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
| Successor | Predecessor | |
|---|---|---|
| January 31, 2026 | April 30, 2025 | |
| (Unaudited) | (Audited) | |
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $11,323,024 | $2,148,606 |
| Accounts receivable, net | 66,016 | 228,507 |
| Related parties receivables, net | - | 668,301 |
| Contract assets, net | 233,274 | - |
| Digital assets, current | 6,343,853 | |
| Inventory, net | 3,864,974 | 3,293,947 |
| Prepaid expenses and other | 442,063 | 119,012 |
| Income tax receivable | 185,202 | - |
| Total current assets | 22,458,406 | 6,458,373 |
| Non-current assets | ||
| Property and equipment, net | 270,133 | 322,880 |
| Intangible assets, net | 4,917,213 | - |
| Digital assets, net of current portion | 402,836,035 | - |
| Goodwill | 4,170,151 | - |
| Deposits | 235,037 | 217,379 |
| Deferred tax assets | - | 154,951 |
| Operating lease right-of-use asset | 1,886,600 | 1,890,013 |
| Total non-current assets | 414,315,169 | 2,585,223 |
| TOTAL ASSETS | $436,773,575 | $9,043,596 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
| LIABILITIES | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities | $6,283,380 | $2,255,445 |
| Deferred revenue | 501,182 | - |
| Related party note payable | 367,150 | - |
| Income taxes payable | 13,054 | 105,476 |
| Current portion of operating lease liability | 709,245 | 528,914 |
| Promissory note payable | 694,684 | - |
| Royalty liabilities | - | 18,051 |
| Total current liabilities | 8,568,695 | 2,907,886 |
| Non-current liabilities | ||
| Operating lease liability, net of current portion | 1,236,830 | 1,374,639 |
| Deferred tax liabilities | 1,263,118 | - |
| Convertible promissory note payable | 750,022 | - |
| Warrant liabilities - stapled warrants | 60,070,872 | - |
| Total non-current liabilities | 63,320,842 | 1,374,639 |
| TOTAL LIABILITIES | 71,889,537 | 4,282,525 |
| Commitments and contingencies (Note 12) | ||
| SHAREHOLDERS’ EQUITY | ||
| Common stock $0.00001 par value; 200,000,000 authorized; 43,673,955 shares issued and outstanding | 437 | - |
| Common stock, unlimited authorized; 1,410 shares issued and outstanding | - | 401 |
| Additional paid-in capital | 235,422,023 | - |
| Retained earnings | 129,420,280 | 4,837,746 |
| Accumulated other comprehensive income (loss) | 41,298 | (77,076) |
| Total shareholders’ equity | 364,884,038 | 4,761,071 |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $436,773,575 | $9,043,596 |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
| Successor · Predecessor · Successor · Predecessor | |||||
|---|---|---|---|---|---|
| Three Months Ended January 31, 2026 | Three Months Ended January 31, 2025 | Period from June 7, 2025 through January 31, 2026 | Period from May 1 through June 6, 2025 | Nine Months Ended January 31, 2025 | |
| Revenue | $7,334,626 | $6,908,817 | $19,055,752 | $2,927,689 | $21,313,671 |
| Cost of revenue | 5,571,329 | 5,146,901 | 13,827,593 | 2,001,537 | 13,824,712 |
| Gross profit | 1,763,297 | 1,761,916 | 5,228,159 | 926,152 | 7,488,959 |
| Operating expenses | |||||
| Advertising and marketing expenses | 284,366 | 191,531 | 5,010,953 | 63,202 | 490,008 |
| Unrealized loss on digital assets | 159,791,308 | - | 45,757,590 | - | - |
| Selling, general and administrative expenses | 5,997,657 | 612,731 | 34,599,188 | 842,348 | 4,798,756 |
| Total operating expenses | 166,073,331 | 804,262 | 85,367,731 | 905,550 | 5,288,764 |
| Operating income (loss) | (164,310,034) | 957,654 | (80,139,572) | 20,602 | 2,200,195 |
| Other income (expense), net | |||||
| Airdrop income | 1,265,452 | - | 7,093,030 | - | - |
| Gain on change in fair value of warrant liability | 38,061,767 | - | 244,879,854 | - | - |
| Interest expense | (158,330) | - | (822,607) | - | - |
| Other income (expense), net | 176,792 | - | (80,223) | - | - |
| Total other income, net | 39,345,681 | - | 251,070,054 | - | - |
| Income (loss) before income tax expense (benefit) | (124,964,353) | 957,654 | 170,930,482 | 20,602 | 2,200,195 |
| Income tax expense (benefit) | (18,392,213) | 184,337 | (291,754) | 1,589 | 426,838 |
| Net income (loss) | $(106,572,140) | $773,317 | $171,222,236 | $19,013 | $1,773,357 |
| Other comprehensive income (loss) | |||||
| Foreign currency translation adjustment | 90,848 | $(248,695) | 41,298 | 34,825 | (237,911) |
| Total comprehensive income (loss) | $(106,481,292) | $524,622 | $171,263,534 | $53,838 | $1,535,446 |
| Net income (loss) per share of common stock attributable to common stockholders | |||||
| Basic | $(2.00) | $548.45 | $8.29 | $13.48 | $1,257.70 |
| Diluted | $(2.00) | $548.45 | $8.23 | $13.48 | $1,257.70 |
| Weighted average number of common shares outstanding | |||||
| Basic | 53,180,317 | 1,410 | 20,666,014 | 1,410 | 1,410 |
| Diluted | 53,180,317 | 1,410 | 20,800,037 | 1,410 | 1,410 |
Condensed Consolidated Statements of Changes in Shareholders’ Equity
| Common Stock · Additional Paid in · Retained · Accumulated Other Comprehensive | ||||||
|---|---|---|---|---|---|---|
| Number of Shares | Amount | Capital | Earnings | Income (Loss) | Total | |
| Successor | ||||||
| Balance, November 1, 2025 | 45,321,002 | $454 | $248,946,201 | $235,992,420 | $(49,550) | $484,889,525 |
| Repurchase of common stock | (1,647,047) | (17) | (8,883,941) | - | (8,883,958) | |
| Stock based compensation expense | - | (4,640,237) | (4,640,237) | |||
| Foreign currency translation adjustment | 90,848 | 90,848 | ||||
| Net loss | (106,572,140) | (106,572,140) | ||||
| Balance, January 31, 2026 | 43,673,955 | $437 | $235,422,023 | $129,420,280 | $41,298 | $364,884,038 |
| Common Stock · Additional Paid in · Retained · Accumulated Other Comprehensive | |||||||
|---|---|---|---|---|---|---|---|
| Number of Shares · Amount · Capital · Earnings · Income (Loss) · Total | |||||||
| Successor | |||||||
| Balance, June 7, 2025 | 802,346 | $8 | $49,613,146 | $(41,801,956) | $ | - | $7,811,198 |
| Common shares issued to directors on settlement of restricted stock units | 4,189 | - | 49,379 | - | - | 49,379 | |
| Stock based compensation expense | - | - | 10,841 | - | - | 10,841 | |
| Common shares issued on acquisition of Fat Panda | 39,000 | 1 | 313,950 | - | - | 313,951 | |
| Issuance of shares and warrants in private offering, net of issuance costs of $18,530,076 | 41,754,478 | 418 | 185,775,901 | - | - | 185,776,319 | |
| Issuance of 856,275 shares via ATM, net of issuance costs | 856,275 | 8 | 12,928,313 | - | - | 12,928,321 | |
| Exercise of warrants | 2,393,884 | 24 | - | - | 24 | ||
| Repurchase of common stock | (2,176,217) | (22) | (13,269,507) | - | - | (13,269,529) | |
| Foreign currency translation adjustment | - | - | - | - | 41,298 | 41,298 | |
| Net income | - | - | - | 171,222,236 | - | 171,222,236 | |
| Balance, January 31, 2026 | 43,673,955 | $437 | $235,422,023 | $129,420,280 | $41,298 | $364,884,038 | |
| Common Stock · Additional Paid in · Retained · Accumulated Other Comprehensive | |||||||
|---|---|---|---|---|---|---|---|
| Shares · Amount · Capital · Earnings · Income (Loss) · Total | |||||||
| Predecessor | |||||||
| Balance, May 1, 2025 | 1,410 | $401 | $ | - | $4,837,746 | $(77,076) | $4,761,071 |
| Foreign currency translation adjustment | - | - | - | - | 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 · Additional Paid in · Retained · Accumulative Other Comprehensive | |||||||
|---|---|---|---|---|---|---|---|
| Shares · Amount · Capital · Earnings · Income · Total | |||||||
| Predecessor | |||||||
| Balance, November 1, 2024 | 1,410 | $401 | $ | - | $5,267,857 | $(65,373) | $5,202,885 |
| Foreign currency translation adjustment | - | - | - | - | (248,695) | (248,695) | |
| Net income | - | - | - | 773,317 | - | 773,317 | |
| Balance, January 31, 2025 | 1,410 | $401 | $ | - | $6,041,174 | $(314,068) | $5,727,507 |
| Common Stock · Additional Paid in · Retained · Accumulative Other Comprehensive | |||||||
|---|---|---|---|---|---|---|---|
| Shares · Amount · Capital · Earnings · Income · Total | |||||||
| Predecessor | |||||||
| Balance, May 1, 2024 | 1,410 | $401 | $ | - | $4,267,817 | $(76,157) | $4,192,061 |
| Foreign currency translation adjustment | - | - | - | - | (237,911) | (237,911) | |
| Net income | - | - | - | 1,773,357 | - | 1,773,357 | |
| Balance, January 31, 2025 | 1,410 | $401 | $ | - | $6,041,174 | $(314,068) | $5,727,507 |
Condensed Consolidated Statements of Cash Flows
| Successor · Predecessor · Predecessor | ||||||
|---|---|---|---|---|---|---|
| Period from June 7 through January 31, 2026 · Period from May 1 through Jun 6, 2025 · Period from May 1 through January 31, 2025 | ||||||
| Cash flows from operating activities | ||||||
| Net income | $171,222,236 | $19,013 | $1,773,357 | |||
| Adjustments to reconcile net income to net cash used in operating activities | ||||||
| Depreciation and amortization | 396,947 | 13,258 | 82,668 | |||
| Share-based compensation | 60,220 | - | - | |||
| Amortization of debt discount | 112,750 | - | - | |||
| Non-cash income from airdrops | (7,093,030) | - | - | |||
| Non-cash fees paid in digital assets | 604,155 | |||||
| Unrealized loss on digital assets | 45,757,590 | - | - | |||
| Change in fair value of warrant liabilities | (244,879,854) | - | ||||
| Loss on disposal of assets | 580 | - | - | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 67,051 | 53,226 | 39,578 | |||
| Income taxes payable | (276,404) | 1,589 | 363,326 | |||
| Inventory | (160,671) | (362,569) | 135,280 | |||
| Prepaid expenses | 1,183,283 | 6,632 | (66,065) | |||
| Accounts payable and accrued liabilities | 837,435 | 35,336 | (2,501,351) | |||
| Lease liabilities | 24,347 | 256 | 49,548 | |||
| Deferred revenue | 34,967 | - | - | |||
| Royalty | - | (5,183) | (21,988) | |||
| Related parties | - | - | (19,493) | |||
| Contract assets | 1,054 | - | - | |||
| Deferred tax asset | - | - | (140,869) | |||
| Net cash used in operating activities | (32,107,342) | (238,442) | (306,009) | |||
| Cash flows from investing activities | ||||||
| Cash paid for acquisitions of Fat Panda | (10,398,134) | - | - | |||
| Purchase of digital assets | (175,250,249) | - | - | |||
| Purchases of property and equipment | (9,437) | - | (56,153) | |||
| Net cash used in investing activity | (185,657,820) | - | (56,153) | |||
| Cash flows from financing activities | ||||||
| Proceeds from notes payable | 3,910,282 | - | - | |||
| Proceeds from issuance of common stock and warrants in PIPE offering | 226,837,431 | - | - | |||
| Issuance cost of common stock and warrants in PIPE offering | (9,308,741) | - | - | |||
| Proceeds from issuance of common stock | 12,928,321 | - | - | |||
| Warrants exercised | 24 | - | - | |||
| Repurchase of shares | (12,774,165) | - | - | |||
| Repayments from notes payable | (3,972,088) | |||||
| Net cash provided by financing activity | 217,621,064 | - | - | |||
| Net decrease in cash and cash equivalents | (144,098) | (238,442) | (362,162) | |||
| Effect of exchange rate changes on cash and cash equivalents | 12,076 | 13,620 | (90,835) | |||
| Cash and cash equivalents, beginning of period | 11,455,046 | 2,148,606 | 2,076,614 | |||
| Cash and cash equivalents, end of period | $11,323,024 | $1,923,784 | $1,623,617 | |||
| Non-cash Investing and Financing Activities: | ||||||
| Proceeds from issuance of common stock for Fat Panda acquisition | $(313,950) | $ | - | $ | - | |
| Accrued share repurchase liability | $(495,365) | $ | - | $ | - | |
| CRA indemnity note | $361,596 | $ | - | $ | - | |
| Issuance of related party notes for Fat Panda acquisition | $1,262,158 | $ | - | $ | - | |
| In-kind digital assets contribution received against issuance of equity and warrants in PIPE offerings | $273,198,354 | $ | - | $ | - | |
| In-kind digital assets acquired from PIPE offerings proceeds | $(273,198,354) | $ | - | $ | - | |
| Supplemental cash flow information | ||||||
| Cash paid for interest | $600,000 | $ | - | $ | - | |
| Cash paid for income taxes | $ | - | $ | - | $570,644 | |
Notes to Condensed Consolidated Statements Financial Statements
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.