| SEC
FILE NUMBER 001-41266 |
| CUSIP
NUMBER |
| 8688879101
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
| (Check
One): |
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☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
☐
Form N-SAR ☐ Form N-CSR |
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For Period Ended: July
31, 2025 |
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☐ Transition Report
on Form 10-K |
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☐ Transition Report
on Form 20-F |
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☐ Transition Report
on Form 11-K |
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☐ Transition Report
on Form 10-Q |
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☐ Transition Report
on Form N-SAR |
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For the Transition Period
Ended: |
Read
attached instruction sheet before preparing form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
CEA
INDUSTRIES INC.
Full
Name of Registrant
N/A
Former
Name if Applicable
385
South Pierce Avenue, Suite C
Address
of Principal Executive Office (Street and Number)
Louisville,
Colorado 80027
City,
State and Zip Code
PART
II
RULES
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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| ☒ |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed
due date; and |
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| ☐ |
(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
CEA
Industries Inc., a Nevada corporation (the “Company”), has determined that it is unable, without unreasonable effort
or expense, to file timely its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2025 (the “Q1
Form 10-Q”) due to additional time needed to compile information required to be included in the Q1 Form 10-Q. The Company
is working diligently to complete the Q1 Form 10-Q as soon as possible.
PART
IV
OTHER
INFORMATION
| (1) |
Name and telephone number
of person to contact in regard to this notification |
| David
Namdar |
|
303 |
|
993-5271 |
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
| (2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed?
If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Disclosures
About Forward-Looking Statements
This
Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based
on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The
above statements constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking
statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those
in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited
to, a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s
annual and quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company does not undertake
to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking
statements.
CEA
Industries Inc.
(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
September 15, 2025 |
By: |
/s/ David
Namdar |
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Name: |
David Namdar |
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Title: |
Chief Executive Officer |
