CEA Industries Inc 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDEDJULY 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: None 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 Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ As of September 18, 2025, the number of outstanding shares of common stock of the registrant was43,083,082. CEA Industries Inc.Quarterly Report on Form 10-QFor the Quarterly Period Ended July 31, 2025 Table of Contents PageCautionary StatementiiPART I — FINANCIAL INFORMATION2Item 1. Financial Statements (Unaudited)2Condensed Consolidated Balance Sheets as of July 31, 2025 (Successor) (Unaudited) and April 30, 2025 (Predecessor) (Audited)2Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Period from June 7, 2025 through July31, 2025 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Three Months Ended July 31, 2024(Predecessor) (Unaudited)3Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Period from June 7, 2025 through July 31, 2025(Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Three Months Ended July 31, 2024(Predecessor) (Unaudited)4Condensed Consolidated Statements of Cash Flows for the Period from June 7, 2025 through July 31, 2025 (Successor), the Periodfrom May 1, 2025 through June 6, 2025 (Predecessor), and the Three Months Ended July 31, 2024 (Predecessor) (Unaudited)5Notes to the Condensed Consolidated Financial Statements6Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 3. Quantitative and Qualitative Disclosures About Market Risk50Item 4. Controls and Procedures50PART II — OTHER INFORMATION51Item 1. Legal Proceedings51Item 1A. Risk Factors52Item 2. Unregistered Sales of Equity Securities and Use of Proceeds64Item 3. Defaults Upon Senior Securities64Item 4. Mine Safety Disclosures64Item 5. Other Information64Item 6. Exhibits64SIGNATURES65EXHIBIT INDEX66i In this Quarterly Report on Form 10-Q, unless otherwise indicated, the “Company”, “we”, “us” or “our” refer to CEA Industries Inc.and, where appropriate, its wholly owned subsidiaries. CAUTIONARY STATEMENT This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” in Item 2, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements arenot historical fact but are based on current management expectations that involve substantial risks, uncertainties, and other factors, some of whichare beyond our control and difficult to predict and could cause actual results to differ materially from those expressed in, or implied by, theseforward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,”“contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar words. All statements,other than statements of historical fact, are statements that could be deemed forward-looking statements including, but not limit