Core Points - CEA Industries Inc. announced a 1-for-12 reverse stock split of its outstanding shares of common stock [1][2] - The reverse stock split will convert every twelve shares into one share, with the adjusted purchase price for warrants set at $60.00 per share [2][4] - The company aims to maintain its listing on the Nasdaq Capital Market through this action [4] Company Information - CEA Industries Inc. provides solutions for the controlled environment agriculture industry, supporting the development of the global ecosystem for indoor cultivation [7] - The common stock will begin trading on a split-adjusted basis starting June 7, 2024, and a new CUSIP number has been assigned for the common stock [5][6]

Louisville, Colorado, June 04, 2024 (GLOBE NEWSWIRE) -- CEA Industries Inc. (the "Company") (NASDAQ: CEAD) announced that it approved a 1-for-12 reverse stock split of the outstanding shares of common stock and corresponding adjustment to the publicly traded common stock purchase warrants. Pursuant to the reverse stock split, each twelve (12) shares of the Company's outstanding common stock, $0.00001 par value per share, will be automatically combined and converted into one (1) outstanding share of common s ...

Louisville, Colorado, May 14, 2024 (GLOBE NEWSWIRE) -- CEA Industries Inc. (NASDAQ:CEAD, CEADW))) ("CEA Industries" or the "Company"), is reporting results for the three months ended March 31, 2024. First Quarter 2024 Financial Summary (in $ thousands, excl. margin items): | | Q1 2024 | | | Q4 2023 | | Q1 2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | (unaudited) | | | (unaudited) | | (unaudited) | | | | Revenue | $ | 235 | | $ 251 | | $ | 4,683 | | | Gross Profit | $ | (154 | ) | $ ...

None Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2024 and March 31, 2023 3 i This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical fact but are based on current management expectations that involve substantial risks, unce ...

Financial Performance - The company's 2023 revenue was approximately $6,911,000, representing a decrease of 39% compared to 2022[199]. - The adjusted net loss for 2023 was approximately $2,698,000, a decrease of $1,828,000 or 40% from the adjusted net loss of approximately $4,526,000 in 2022[200]. - Gross profit for the year ended December 31, 2023, was $542,000, down from $1,145,000 in 2022, with a gross profit margin decrease of 2.3 percentage points to 7.8%[214]. - Operating expenses decreased by 49% from $6,869,000 in 2022 to $3,495,000 in 2023, a reduction of $3,374,000[215]. - The decrease in operating expenses included a reduction in selling, general and administrative expenses by $1,615,000 and advertising and marketing expenses by $884,000[215]. - The gross profit margin decline was attributed to a decrease in revenue and an increase in fixed costs as a percentage of revenue[214]. Customer Concentration and Risks - Three customers accounted for 37%, 21%, and 12% of the company's revenue for the year ended December 31, 2023, indicating a high customer concentration risk[35]. - The company’s accounts receivable from three customers made up 59%, 29%, and 12% of the total balance as of December 31, 2023, highlighting reliance on a limited number of clients[35]. - The company may face delisting from NASDAQ if it does not satisfy continued listing requirements by April 9, 2024[47]. - The company is facing a demand for arbitration asserting claims for breach of contract and seeking $1,049,280 in damages from a client[156]. Market and Industry Challenges - The company experienced a decline in activity, with sales and backlog affected by challenges in the cannabis market, supply chain delays, and a broader macroeconomic slowdown[40]. - The cannabis industry remains illegal under federal law, posing significant risks to the company's business operations and customer base[22]. - The company has observed softening demand from Canadian prospects due to limited capital availability and overbuilding of cultivation capacity following federal legalization[79]. - The competitive landscape in the cannabis industry is highly challenging, with the company having less capital and resources compared to many competitors[93]. - The company faces risks related to the cannabis industry, including the uncertainty of federal enforcement against state-legal cannabis activities[104]. - The continued development of the cannabis markets is dependent on state-level legislative authorization, with potential setbacks impacting the overall market for the company's products and services[130]. Operational and Compliance Issues - The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of its financial reporting[52]. - The company relies heavily on third-party suppliers, with potential disruptions in production affecting its ability to fulfill orders[57]. - The company may face business disruptions and increased costs due to potential interruptions in IT infrastructure during systems integration or migration work[64]. - The company is subject to anti-money laundering laws and regulations, with substantial penalties for non-compliance that could materially affect its financial condition[106][116]. - The company may face challenges in obtaining necessary insurance due to its involvement in the cannabis industry, exposing it to additional risks[87]. Strategic Decisions and Future Outlook - The company implemented a 23% reduction in its workforce on January 5, 2024, to align personnel levels with expected activity[40]. - The company is currently evaluating its banking relationships to increase the amount of fully insured deposits due to recent liquidity concerns in the market[69]. - The company is focused on evaluating and pursuing synergistic acquisitions, which involve risks such as potential disruption of ongoing business and incurring additional indebtedness[100]. - The company intends to retain future earnings to repay indebtedness and fund its business, rather than paying dividends[173]. - The company does not anticipate paying any cash dividends on its common stock in the foreseeable future[147]. - The company may face dilution of existing stockholders due to future issuances of common stock or preferred stock[176]. Miscellaneous - The company has approximately 32 shareholders of record and 11,694 shareholders holding shares in street name as of October 25, 2023[159]. - The company has issued 145,512 shares under equity compensation plans not approved by shareholders, with a weighted-average exercise price of $11.85[161]. - The company has a total of 666,667 Plan Shares allocated under the 2021 Equity Plan, with 132,568 shares issued and 172,815 non-qualified stock options outstanding as of December 31, 2023[163]. - The company has allocated 333,333 shares for issuance under the 2017 Equity Plan, with 24,129 shares available for future issuance[220]. - The company continues to monitor costs and take actions to reduce costs due to the ongoing impacts of the COVID-19 pandemic[197]. - The company believes that geopolitical conflicts will have only a general impact on operations, with no direct effects on financial condition[198]. - The company faces risks and uncertainties regarding its ability to grow revenue and generate sufficient cash flows in the future[201]. - The company has not experienced any reportable cybersecurity breaches during the fiscal year ended December 31, 2023[181]. - The allowance for doubtful accounts as of December 31, 2023, was $125,000, compared to $127,000 as of December 31, 2022[207]. - The accrued warranty reserve as of December 31, 2023, was $191,000, an increase from $180,000 in the previous year[208].

Inventory and Accounts Payable - As of September 30, 2023, the company's finished goods inventory increased to $371,689 from $270,555 as of December 31, 2022, representing a growth of 37.4%[109] - The company's net inventory decreased to $315,096 as of September 30, 2023, down from $348,411 as of December 31, 2022, reflecting a decline of 9.5%[109] - Total accounts payable decreased significantly to $571,885 as of September 30, 2023, compared to $1,207,258 as of December 31, 2022, indicating a reduction of 52.6%[123] - The company has made advance payments for inventory purchases totaling approximately $36,000 as of September 30, 2023, down from $1,176,000 as of December 31, 2022[121] - Overhead expenses included in the inventory balance were $15,145 as of September 30, 2023, compared to $12,770 as of December 31, 2022, indicating an increase of approximately 18%[138] Lease and Operating Expenses - The company recognized an operating lease right-of-use asset of $383,169 and an operating lease liability of $414,370 as of September 30, 2023[119] - The company’s operating cash outflow from the operating lease was $93,206 for the nine months ended September 30, 2023[136] - The company’s lease payments for the New Facility Lease are set at $10,055 per month, increasing by 3% annually[134] - As of September 30, 2023, the present value of minimum lease payments is $414,370, with total minimum lease payments amounting to $440,963[137] Compensation and Stock Options - The company has $15,586 in unrecognized compensation expense for unvested stock options as of September 30, 2023, which will be recognized over the next 18 months[114] - The company granted 138,489 stock options during the nine months ended September 30, 2023, with a weighted average exercise price of $0.90[131] - For the nine months ended September 30, 2023, the company recorded $76,110 in compensation expense related to vested options, a decrease of 41% from $129,733 for the same period in 2022[182] - Compensation expense related to vested RSUs issued to directors was $101,316 for the nine months ended September 30, 2023, compared to $42,413 for the same period in 2022, reflecting a significant increase[184] - The company incurred $0 in compensation expense related to stock options issued to directors during the nine months ended September 30, 2023, compared to $29,656 in the same period of 2022[191] - A total of 16,631 non-qualified stock options were cancelled and 333 were forfeited under the 2021 Equity Incentive Plan[189] - As of September 30, 2023, there were 25,090 non-vested non-qualified stock options with a weighted average grant-date fair value of $4.98[190] - The company has 310,555 shares remaining available for future equity awards under the 2021 Equity Plan as of September 30, 2023[180] Stock Issuance and Equity - The company issued 122,398 shares of common stock in settlement of restricted stock units under the 2021 Equity Incentive Plan during the nine months ended September 30, 2023[177] - As of September 30, 2023, 8,076,372 shares of common stock were issued and outstanding, with no preferred stock issued[166] - The company has authorized 200,000,000 shares of common stock and 25,000,000 shares of preferred stock[145] - As of September 30, 2023, 163,692 shares have been issued under the 2017 Equity Incentive Plan, with 145,512 options remaining outstanding[187] Financial Performance and Tax - The company recorded a depreciation expense of $22,476 for the nine months ended September 30, 2023[162] - As of September 30, 2023, the company has U.S. federal and state net operating losses (NOLs) of approximately $27,873,000, with $11,196,000 expiring between 2034 and 2037[194] - During the nine months ended September 30, 2023, the company recorded revenue of $16,977 from engineering services agreements, with $14,035 received in cash payments[197] - The company recorded a full valuation allowance against its net deferred tax assets as of September 30, 2023, indicating a belief that recovery is not likely in the foreseeable future[195] - The company intends to maintain valuation allowances until sufficient evidence exists to support their reversal[195] Legal and Compliance - An arbitration demand was filed against the company for $1,049,280 in damages related to breach of contract and warranty claims[314] - The company has not maintained effective controls over financial reporting due to insufficient accounting personnel and inadequate supervisory review[312] - The company has entered into a manufacturer representative agreement with RSX Enterprises to assist in marketing and soliciting orders[196]

CEA Industries Inc. (NASDAQ:CEAD) Q2 2023 Results Conference Call August 14, 2023 4:15 PM ET Company Participants Tony McDonald - Chairman and CEO Ian Patel - CFO Conference Call Participants Operator Good afternoon, ladies and gentlemen, and welcome to the CEA Industries Q2 2023 Earnings Conference Call. Joining us today are the Company’s Chairman and CEO, Tony McDonald, as well as the Company’s CFO, Ian Patel. At this time, all participants have been placed in a listen-only mode. And we will open the floo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.00001 par value CEAD Nasdaq Capital Markets Warrants to purchase common stock CEADW Nasdaq Capital Markets FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

CEA Industries Inc. (NASDAQ:CEAD) Q1 2023 Results Earnings Conference Call May 15, 2023 4:15 PM ET Company Participants Tony McDonald - Chairman and Chief Executive Officer Ian Patel - Chief Financial Officer Conference Call Participants Name - Company Name Operator Good afternoon, ladies and gentlemen, and welcome to the CEA Industries Q1 2023 Earnings Conference Call. Joining us today are the company's Chairman and CEO, Tony McDonald, as well as company's CFO, Ian Patel. At this time, all participants hav ...

| --- | --- | --- | --- | --- | --- | --- | |---------------------------------------------------------------------------------------------|-------|------------------|-------|------------|-------|-----------------| | Remaining performance obligations related to engineering only paid contracts | $ | 2023 \n172,000 | $ | 2024 \n- | $ | Total \n172,000 | | Remaining performance obligations related to partial equipment paid contracts | | 1,318,000 | | 379,000 | | 1,697,000 | | Total remaining performance obligat ...