CEA Industries Inc 2024年度报告

FORM10-KT ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROMJANUARY 1, 2025TOAPRIL 30,2025 Commission File Number:001-41266 CEA INDUSTRIES INC.(Exact name of registrant as specified in its charter) (303)993-5271(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Name of each exchange on which registeredNasdaqCapital Markets Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒. 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 thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements 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 Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerNon-accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒. The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of theregistrant’s most recently completed second fiscal quarter was approximately $5,264,555based upon a closing price of $6.90 reported for suchdate on the Nasdaq Capital Markets. As of July 25, 2025, the number of outstanding shares of common stock of the registrant was841,346. DOCUMENTS INCORPORATED BY REFERENCE None. CEA Industries Inc. Annual Report on Form 10-KFor Fiscal Year Ended April 30, 2025 Table of Contents PagePart IItem 1.Business4Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments35Item 1C.Cybersecurity35Item 2.Properties35Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures36 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36Item 6.Selected Financial Data38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qualitative Disclosures About Market Risk49Item 8.Financial Statements and Supplementary Data50Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure50Item 9A.Controls and Procedures50Item 9B.Other Information51 Item 10.Directors, Executive Officers and Corporate Governance52Item 11.Executive Compensation60Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters64Item 13.Certain Relationships and Related Transactions, and Director Independence66Item 14.Principal Accountant Fees and Services66 Part IV Item 15.Exhibits and Financial Statement Schedules68Item 16.Form 10-K Summary68Signatures70 In this Transition Annual Report, unless otherwise indicated, the “Company”, “we”, “us” or “our” refer to CEA Industries Inc.and, where appropriate, its wholly-owned subsidiary. Hemp and marijuana are technically both part of the “Cannabis sativa L.” plant. “Hemp” is a term used to classify varieties ofcannabis that contain 0.3% or less tetrahydrocannabinol (“THC”) content (by dry weight), the principal psychoactive constituent ofcannabis. Hemp and its derivatives were federally legalized in the United States as part