Group 1 - CEA Industries Inc. will change its ticker symbol from "CEAD" to "VAPE" on the NASDAQ Capital Market, effective June 13, 2025 [1] - The new ticker symbol "VAPE" reflects the company's strategic focus on the growing vaping industry, particularly after acquiring Fat Panda, a leading Canadian vape retailer [2] - The change in ticker symbolizes the company's commitment to the regulated vape sector and aims to enhance visibility and positioning with investors and customers [3] Group 2 - CEA Industries is focused on building category-leading businesses in regulated consumer markets, particularly in the high-growth Canadian nicotine vape industry [4] - The company targets scalable operators with strong regulatory alignment and high-margin business models, providing capital and operational expertise to accelerate retail expansion [4]

Core Viewpoint - CEA Industries is set to discuss its strategic priorities and the implications of its recent acquisition of Fat Panda during a conference call scheduled for June 11, 2025 [1]. Group 1: Company Overview - CEA Industries Inc. is a growth-oriented company focused on building leading businesses in regulated consumer markets, particularly in the high-growth Canadian nicotine vape industry [3]. - The company targets scalable operators with strong regulatory alignment, defensible market share, and high-margin business models [3]. - CEA Industries provides capital, operational expertise, and strategic resources to enhance retail expansion and e-commerce infrastructure [3]. Group 2: Strategic Initiatives - The company has published an updated investor presentation outlining its new strategic priorities, including the acquisition of Fat Panda [1]. - The conference call will detail the go-forward strategy aimed at accelerating growth and enhancing shareholder value [1].

Core Viewpoint - CEA Industries Inc. is actively participating in the Sidoti Conference, showcasing its focus on the high-growth Canadian nicotine vape industry and its strategic initiatives for expansion [1][2][4]. Group 1: Conference Participation - CEA Industries will present virtually at the Sidoti Conference on June 12, 2025, at 10:45 a.m. ET [2]. - The company will also hold one-on-one investor meetings throughout the day on June 12, 2025 [2]. Group 2: Company Overview - CEA Industries Inc. is a growth-oriented company targeting the regulated consumer markets, specifically the Canadian nicotine vape industry, which is one of the fastest-growing segments in the global nicotine market [4]. - The company aims to partner with scalable operators that have strong regulatory alignment, defensible market share, and high-margin business models [4]. - CEA Industries provides capital, operational expertise, and strategic resources to enhance retail expansion and e-commerce infrastructure, driving long-term value creation [4].

Core Viewpoint - CEA Industries has completed the acquisition of Fat Panda Ltd., the largest independent vape retailer in Central Canada, enhancing its position in the rapidly growing regulated nicotine market [1][3]. Company Overview - CEA Industries Inc. is focused on building leading businesses in regulated consumer markets, particularly in the high-growth Canadian nicotine vape industry [8]. - Fat Panda, founded in 2013, operates 33 retail locations across Manitoba, Ontario, and Saskatchewan, and has a national e-commerce platform [2]. Financial Performance - Fat Panda generated approximately CAD $38.5 million (USD $28.5 million) in revenue with 39% gross margins and CAD $8.0 million (USD $5.9 million) in adjusted EBITDA for the fiscal year ending April 30, 2024 [2]. - The acquisition price for Fat Panda is CAD $18.0 million (USD $12.6 million), consisting of CAD $12.1 million in cash, 39,000 shares of CEAD common stock valued at CAD $700,000, and seller notes totaling CAD $2.56 million [5][6]. Strategic Benefits - The acquisition establishes CEA as a leader in Central Canada's regulated vape market with over 50% regional market share [5]. - It combines a national e-commerce presence with high-traffic retail locations, driving over CAD $2 million in annual online sales [5]. - Fat Panda's vertical integration supports high gross margins and profitability, enhancing CEA's overall financial performance [5]. - The acquisition allows for future growth through expansion and potential mergers and acquisitions, leveraging CEA's capital and strategic support [5]. Management and Operations - Fat Panda will continue to operate under its existing brand with the current management team to ensure a smooth transition [3]. - The integration efforts will be led by Fat Panda's Co-Founder and President, Jordan Vedoya, focusing on retail and digital channel expansion [3].

Core Viewpoint - CEA Industries Inc. reported significant revenue growth in Q1 2025, driven by increased net bookings and backlog, while also managing operating expenses amid a pending acquisition of Fat Panda, which is expected to enhance its position in the vape industry [1][3][4]. Financial Performance - Revenue for Q1 2025 reached $713,000, a substantial increase from $235,000 in Q1 2024, reflecting a growth of approximately 203% year-over-year [2][4]. - Gross profit improved to $39,000 in Q1 2025, compared to a gross loss of $154,000 in Q1 2024, indicating a positive shift in profitability [5]. - Operating expenses rose to $1.1 million in Q1 2025 from $769,000 in Q1 2024, primarily due to acquisition-related costs [6]. - The net loss for Q1 2025 was $1.1 million, or $(1.33) per share, slightly better than the net loss of $917,000, or $(1.34) per share, in Q1 2024 [6][16]. Operational Highlights - The company maintained a lean operating model, focusing on disciplined expense management and capital preservation, which included headcount reductions and decreased marketing spend [3]. - Net bookings increased to $1.0 million in Q1 2025 from $300,000 in the same period last year, while the backlog grew to $800,000 from $500,000 [4]. Cash Position - Cash and cash equivalents stood at $8.7 million as of March 31, 2025, down from $9.5 million at the end of 2024, with a decrease in working capital of $1.0 million during the same period [7]. - The company remains debt-free, indicating a stable financial position despite the operational losses [7]. Strategic Initiatives - The acquisition of Fat Panda is viewed as a strategic opportunity to enter the high-growth vape industry, leveraging Fat Panda's established market presence and management expertise [3]. - The company is optimistic about the potential for sustainable value creation through this acquisition [3]. Industry Context - CEA Industries operates within the controlled environment agriculture industry, providing solutions that support indoor cultivation, which is increasingly relevant in the context of growing demand for sustainable agricultural practices [8].

PART I — FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements for Q1 2025 show significant revenue growth and a shift to gross profit, though net loss widened due to increased operating expenses, while total assets decreased [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$9.44 million** as of March 31, 2025, from **$10.36 million** at year-end 2024, primarily due to reduced cash, while liabilities slightly increased and equity declined Condensed Consolidated Balance Sheet Highlights (in US Dollars) | Balance Sheet Item | March 31, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Cash and cash equivalents | $8,707,353 | $9,452,826 | | Total Current Assets | $9,198,066 | $10,094,243 | | **TOTAL ASSETS** | **$9,436,100** | **$10,361,788** | | Total Current Liabilities | $1,127,516 | $1,029,918 | | **TOTAL LIABILITIES** | **$1,228,830** | **$1,164,065** | | **Total Shareholders' Equity** | **$8,207,270** | **$9,197,723** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 revenue significantly increased to **$713,460**, achieving a gross profit of **$39,287**, but higher operating expenses led to a wider net loss of **$1.07 million** Condensed Consolidated Statements of Operations (in US Dollars) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue | $713,460 | $234,506 | | Gross profit (loss) | $39,287 | $(154,375) | | Operating loss | $(1,073,837) | $(923,809) | | Net loss | $(1,068,578) | $(916,603) | | Loss per common share | $(1.33) | $(1.34) | [Condensed Consolidated Statements of Changes in Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity decreased from **$9.20 million** at year-end 2024 to **$8.21 million** by March 31, 2025, primarily due to the **$1.07 million** net loss - Total Shareholders' Equity decreased by approximately **$990,000** during the first quarter of 2025, mainly due to the net loss of **$1,068,578**[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to **$745,473** in Q1 2025, with no investing or financing activities, resulting in cash and cash equivalents ending at **$8.71 million** Cash Flow Summary (in US Dollars) | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(745,473) | $(909,415) | | Net cash provided by investing activities | - | - | | Net cash provided by financing activities | - | - | | **Net change in cash** | **$(745,473)** | **$(909,415)** | | Cash and cash equivalents, end of period | $8,707,353 | $11,598,836 | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's CEA business, the pending **CAD$18 million** acquisition of Fat Panda, key accounting policies, customer concentration, ongoing litigation, and a recent reverse stock split - The company designs, engineers, and sells environmental control technologies for the Controlled Environment Agriculture (CEA) industry, serving commercial growers in the U.S. and Canada[27](index=27&type=chunk) - The company has entered into an agreement to acquire Fat Panda, a Canadian manufacturer and retailer of e-cigarettes and vape products, for **CAD$18 million** (approx. **US$12.6 million**)[28](index=28&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk) The acquisition is expected to close in the first half of 2025 Fat Panda Preliminary Unaudited Financials (FY ended April 30, 2024) | Metric | Amount (CAD) | Amount (USD) | | :--- | :--- | :--- | | Revenue | $38.5 million | $28.5 million | | Gross Margin | 39% | 39% | | Adjusted EBITDA | $8.4 million | $6.2 million | - A one-for-twelve reverse stock split was effective on June 7, 2024[44](index=44&type=chunk)[111](index=111&type=chunk) All share and per-share amounts have been retroactively adjusted - The company faces two significant legal claims from former clients, Sweet Cut Grow, LLC (demanding ~**$1.05 million**) and Optima Consulting Services, LLC (demanding >**$2.0 million**)[103](index=103&type=chunk)[105](index=105&type=chunk) The company denies the claims and intends to defend itself vigorously[105](index=105&type=chunk) The Optima claim was settled subsequent to the quarter end for **$250,000**[143](index=143&type=chunk) - For Q1 2025, three customers accounted for **58%**, **23%**, and **11%** of revenue, indicating significant customer concentration[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses significant Q1 2025 revenue growth and improved gross profit, offset by increased operating expenses leading to a wider net loss, while highlighting increased backlog, a strong cash position, and identified material weaknesses in internal controls [Bookings, Backlog and Revenue](index=32&type=section&id=Bookings%2C%20Backlog%20and%20Revenue) Net bookings for Q1 2025 increased **104%** to **$1.04 million**, contributing to a **72%** increase in backlog to **$844,000**, though timing of revenue recognition remains uncertain Backlog and Bookings Trend (in thousands) | Metric | Q4 2024 | Q1 2025 | Change | | :--- | :--- | :--- | :--- | | Net Bookings | $510 | $1,042 | +104% | | Ending Backlog | $490 | $844 | +72% | - The company expects to recognize all revenue from the current backlog in 2025, but notes significant uncertainty regarding the timing due to factors like customer financing and project delays[162](index=162&type=chunk)[167](index=167&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Q1 2025 revenue increased **203%** to **$713,000**, achieving a gross profit of **$39,000**, but a **45%** rise in operating expenses led to an increased net loss of **$1.07 million** Q1 2025 vs Q1 2024 Performance (in thousands) | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $713 | $235 | +203% | | Gross Profit (Loss) | $39 | $(154) | +125% | | Operating Expenses | $1,113 | $769 | +45% | | Net Loss | $(1,069) | $(917) | +17% | - The increase in operating expenses was mainly due to a **$361,000** increase in accounting and other professional fees, largely related to a potential acquisition[176](index=176&type=chunk)[177](index=177&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=35&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company held **$8.7 million** in cash and **$8.1 million** in working capital, with cash decreasing by **$745,000** due to operating activities, though current funds are deemed sufficient for the next 12 months - Cash and cash equivalents decreased by **$745,000** during Q1 2025, ending the period at **$8,707,000**[182](index=182&type=chunk) - Working capital decreased from **$9.06 million** at year-end 2024 to **$8.07 million** at March 31, 2025[184](index=184&type=chunk) - Cash used in operations decreased to **$745,000** in Q1 2025 from **$909,000** in Q1 2024, primarily due to changes in working capital[187](index=187&type=chunk)[188](index=188&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, CEA Industries is exempt from providing quantitative and qualitative disclosures about market risk[198](index=198&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to material weaknesses in internal control over financial reporting, including insufficient personnel, inadequate segregation of duties, and weak spreadsheet controls - The CEO and Principal Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2025[199](index=199&type=chunk) - Material weaknesses identified include: (i) lack of sufficient personnel with adequate accounting expertise, (ii) inadequate segregation of duties, and (iii) insufficient controls over financial reporting spreadsheets[200](index=200&type=chunk) - No changes were identified in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[203](index=203&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in arbitration with Sweet Cut Grow, LLC for **$1.05 million** in damages, which it denies, and settled a potential **$2 million** claim from Optima Consulting Services, LLC post-quarter end - The company is in arbitration with Sweet Cut Grow, LLC and Green Ice, LLC, who are demanding **$1,049,280** in damages[205](index=205&type=chunk) The company denies the claims and intends to defend itself vigorously[205](index=205&type=chunk) - A potential claim from Optima Consulting Services, LLC for over **$2,000,000** was raised[207](index=207&type=chunk) The company denies the claims[207](index=207&type=chunk) This matter was settled subsequent to the quarter end for **$250,000**[143](index=143&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) Investors are directed to review the comprehensive risk factors detailed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - The company refers to the risk factors disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024[209](index=209&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds during the period - There were no unregistered sales of equity securities during the period[210](index=210&type=chunk) [Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - There were no defaults upon senior securities[211](index=211&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is not applicable to the company[212](index=212&type=chunk) [Other Information](index=39&type=section&id=Item%205.%20Other%20Information) This item is not applicable to the company - This item is not applicable[213](index=213&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - The exhibits filed with the report include certifications from the Principal Executive Officer and Principal Financial and Accounting Officer, as well as Inline XBRL documents[219](index=219&type=chunk)

Core Insights - CEA Industries is strategically evolving by acquiring Fat Panda, a leading retailer and manufacturer in the Canadian vape market, which is experiencing significant growth [2][5] - The acquisition is expected to close in the first half of 2025, subject to customary closing conditions [5][6] Company Overview - CEA Industries aims to enhance Fat Panda's vertically integrated operations through both organic and inorganic growth initiatives, optimizing its retail presence across 33 locations in Canada [3][5] - Fat Panda operates its own e-commerce platform and offers a diverse product lineup, including premium e-liquids and a portfolio of trademarks [3] Financial Performance - Fat Panda reported preliminary financial highlights for 2024, with revenue of CAD $38.5 million (USD $28.5 million), a 14% increase from CAD $33.8 million (USD $25.4 million) in fiscal 2023 [7] - Gross margins decreased to 39% in fiscal 2024 from 46% in fiscal 2023, while operating expenses improved by 11% to CAD $13.4 million (USD $9.9 million) [7] - Net income rose by 126% to CAD $1.2 million (USD $0.9 million) in fiscal 2024, and adjusted EBITDA increased by 16% to CAD $8.0 million (USD $5.9 million) [7]

Core Viewpoint - CEA Industries Inc. is progressing with the acquisition of Fat Panda Ltd., a leading retailer and manufacturer of nicotine vape products in central Canada, which is seen as a strategic move to enter the high-growth vape industry [1][3]. Company Overview - CEA Industries Inc. provides a suite of offerings to the controlled environment agriculture industry, supporting the development of the global ecosystem for indoor cultivation [5]. Acquisition Details - Fat Panda is the largest retailer and manufacturer of e-cigarettes and vape products in central Canada, operating 33 retail locations and an e-commerce platform [2]. - In fiscal 2024, Fat Panda generated CAD $38.5 million (USD $28.5 million) in revenue, with a gross margin of 39% and adjusted EBITDA of CAD $8.4 million (USD $6.2 million) [2]. - Both revenue and adjusted EBITDA grew over 10% from fiscal 2023, while gross margin declined by 15% [2]. - The acquisition is expected to be completed in the first half of 2025, subject to customary closing conditions [3]. Strategic Importance - The acquisition is viewed as pivotal for CEA Industries to leverage Fat Panda's market leadership, extensive retail network, and vertically integrated operations, aiming to accelerate expansion and create long-term value for shareholders [3].

Core Insights - CEA Industries Inc. reported a significant decline in revenue and increased net losses for both the fourth quarter and full year of 2024 compared to previous periods [1][3][9] Financial Performance - **Fourth Quarter 2024**: Revenue was $417,000, up from $391,000 in Q3 2024 and $251,000 in Q4 2023, indicating a year-over-year increase of approximately 66.2% [2][5] - **Gross Profit**: The gross loss for Q4 2024 was $175,000, an improvement from a gross loss of $286,000 in Q4 2023, reflecting a reduction in variable costs [2][7] - **Operating Expenses**: Operating expenses rose to $850,000 in Q4 2024 from $677,000 in Q3 2024, primarily due to acquisition-related expenses [2][8] - **Net Loss**: The net loss for Q4 2024 was $1,019,000, compared to a net loss of $988,000 in Q4 2023, with a loss per share of $(1.29) [2][9] - **Full Year 2024**: Total revenue for FY 2024 was $2,803,000, a significant decrease from $6,911,000 in FY 2023 [3][16] - **Gross Profit**: The full-year gross loss was $220,000, down from a gross profit of $542,000 in FY 2023 [3][16] - **Operating Expenses**: Operating expenses decreased to $2,952,000 in FY 2024 from $3,495,000 in FY 2023, reflecting a 16% reduction [3][16] - **Net Loss**: The net loss for FY 2024 was $3,146,000, compared to a net loss of $2,912,000 in FY 2023 [3][16] Strategic Developments - The company signed an agreement to acquire Fat Panda, a retailer and manufacturer of e-cigarettes and vape devices, which is expected to enhance operational efficiencies and long-term value creation [4] - The acquisition aligns with the company's strategic objectives and aims to leverage Fat Panda's market presence for expansion [4] Backlog and Bookings - **Net Bookings**: In Q4 2024, net bookings increased to $500,000 from $100,000 in the same period last year, attributed to a significant equipment order [6] - **Backlog**: The company's backlog at the end of Q4 2024 was $500,000, up from $400,000 in Q4 2023, indicating a positive trend in demand [6]

FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _______ Commission File Number: 001-41266 CEA INDUSTRIES INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) Nevada 27-3911608 (State or other jurisdiction of ...