CEA Industries Inc 2025年度报告

FORM 10-K______________________________________ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 30, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from_______to_______Commission file number 001-41266______________________________________ CEA INDUSTRIES INC.______________________________________ Nevada (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 385 South Pierce Avenue, Suite C Louisville, Colorado 80027(Zip Code) (Address of principal executive offices)Registrant's telephone number, including area code:(303) 993-5271Securities registered pursuant to Section 12(b) of the Act: (Title of class)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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 filing requirements for the past 90days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of theExchange Act. Large accelerated filerAccelerated filerNon-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 for complying 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection 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-based compensation received by any of theregistrant'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 Act). YesNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (based on the last reported sale price of the registrant’scommon stock on October 31, 2025 on the Nasdaq Capital Market) was approximately $323.5million. At June15, 2026, the registrant had 41,263,850 shares of common stock, $0.00001 par value. Documents incorporated by reference: Portions of the definitive proxy statement for the 2026 Annual Meeting of Stockholders of the Registrant to be filed subsequentlywith the SEC are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent indicated herein TABLE OF CONTENTS PagePart IItem 1.Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments46Item 1C.Cybersecurity46Item 2.Properties47Item 3.Legal Proceedings47Item 4.Mine Safety Disclosures48 Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities49Item 6.[ Reserved ]49Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations50Item 7A.Quantitative and Qualitative Disclosures About Market Risk66Item 8.Financial Statements and Supplementary Data67Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure117Item 9A.Controls and Procedures117Item 9B.Other Information118Item 9C.Disclosure Regarding Foreign Jurisdiction that Prevent Inspections118 Item 10.Directors, Executive Officers and Corporate Governance119Item 11.Executive Compensation119Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters119Item 13.Certain Relationships and Related Transactions, and Director Independence11