CEA Industries Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2026 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: Nasdaq Capital MarketNasdaq Capital MarketNasdaq Capital Market 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 Actduring the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the last 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerNon-accelerated Filer Accelerated FilerSmaller Reporting CompanyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any 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 March 13, 2026, the number of outstanding shares of common stock of the registrant was 42,895,841. CEA Industries Inc. Quarterly Report on Form 10-Q For the Quarterly Period Ended January 31, 2026Table of ContentsPageCautionary StatementiiPART I — FINANCIAL INFORMATION2Item 1. Financial Statements (Unaudited)2Condensed Consolidated Balance Sheets as of January 31, 2026 (Successor) (Unaudited) and April 30, 2025(Predecessor) (Audited)2Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months EndedJanuary 31, 2026 (Successor) and the Three Months Ended January 31, 2025 (Predecessor), for the Period from June7, 2025 through January 31, 2026 (Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor),and the Nine Months Ended January 31, 2025 (Predecessor) (Unaudited)3Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended January 31,2026, for the Period from June 7, 2025 through January 31, 2026 (Successor), the Period from May 1, 2025 throughJune 6, 2025 (Predecessor), the Three Months Ended January 31, 2025 (Predecessor) and the Nine Months EndedJanuary 31, 2025 (Predecessor) (Unaudited)4Condensed Consolidated Statements of Cash Flows for the Period from June 7, 2025 through January 31, 2026(Successor), the Period from May 1, 2025 through June 6, 2025 (Predecessor), and the Nine Months Ended January31, 2025 (Predecessor) (Unaudited)5Notes to the Condensed Consolidated Unaudited Financial Statements6Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3. Quantitative and Qualitative Disclosures About Market Risk35Item 4. Controls and Procedures35PART II — OTHER INFORMATION36Item 1. Legal Proceedings36Item 1A. Risk Factors37Item 2. Unregistered Sales of Equity Securities and Use of Proceeds41Item 5. Other Information41Item 6. Exhibits41i In this Quarterly Report on Form 10-Q, unless otherwise indicated, the “Company”, “we”, “us” or “our” refer to CEA IndustriesInc. 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-lookingstatements are not historical fact but are based on current management expectations that involve substantial risks, uncertainties, andother factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially fromthose expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our futurefinancial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,”“plans,” “anticipates,” “could