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].