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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July 3, 2025
CEA
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41266 |
|
27-3911608 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
385
South Pierce Avenue, Suite C
Louisville,
Colorado 80027
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (303) 993-5271
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.00001 par value |
|
CEAD |
|
Nasdaq
Capital Market |
| Warrants
to purchase Common Stock |
|
CEADW |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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. ☐
Item
5.03 — Amendments to Articles of Incorporation or By Laws; Change in Fiscal Year
Change
in Fiscal Year
On
June 29, 2025, the Board of Directors of CEA Industries Inc. (“Company”) took action to change the fiscal year end
for the Company going forward to be April 30, to commence with the new fiscal year end of April 30, 2025. The action was taken to align
the financial reporting of the Company with the operations and current reporting periods of Fat Panda Ltd., 7446285 Manitoba Ltd., Fat
Panda Direct Ltd., and 10050200 Manitoba Ltd. which were acquired as of June 6, 2025.
The
Company will file a transition Annual Report 10-KT on or before September 29, 2025, subject to extension pursuant to filing
a Report on Form 12b-25.
The
By-Laws, Article XI of the Company provide for the Board of Directors to determine the fiscal year of the Company from time to time.
Item
9.01 Financial Statements and Exhibits
| (d) |
|
Exhibits |
| |
|
|
| 104* |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated
July 3, 2025
| |
CEA
INDUSTRIES INC. |
| |
|
|
| |
By:
|
/S/
Anthony K. McDonald |
| |
|
Anthony
K. McDonald, |
| |
|
Chief
Executive Officer |
