[8-K/A] CEA Industries Inc. Amends Material Event Report

Rhea-AI Filing Summary

CEA Industries, Inc. filed an amended Form 8-K/A reporting pro forma financial information related to a business acquisition. The filing states it is providing a pro forma condensed combined balance sheet as of April 30, 2025, pro forma condensed combined statements of operations for the year ended April 30, 2025, and the notes to the unaudited pro forma condensed combined financial information as an exhibit.

The submission identifies exhibit 99.1 as the pro forma financial package and is signed by the CEO, David Namdar. The filing lists the companys securities (common stock ticker BNC on Nasdaq Capital Market and warrants BNCWW) but does not include numerical results or the underlying pro forma adjustments within the provided text.

Positive

• Pro forma financials provided as an exhibit (pro forma balance sheet and statements of operations) indicating the company completed required post-acquisition disclosure
• Exhibit identified (99.1) and document signed by the CEO, showing formal and executive-level attestation of the amendment

Negative

• No numeric pro forma figures or adjustment details are included in the visible text, preventing assessment of impact on revenue, earnings, assets, or liabilities
• Limited substance in excerpt: key information about the acquisitions financial effect is not present here

Insights

Financial Analyst

TL;DR The amendment supplies required pro forma financial statements but contains no numeric results in the visible text, limiting immediate financial interpretation.

The filing confirms inclusion of an unaudited pro forma balance sheet and statement of operations reflecting the acquisition as of and for periods ending April 30, 2025. That disclosure is standard when reporting a material acquisition to help investors assess combined historical results. However, the content provided here does not include the actual pro forma figures, adjustments, or explanatory details, so material effects on revenue, profit, assets, or liabilities cannot be determined from this excerpt alone.

M&A Specialist

TL;DR The amendment appears procedural, delivering the pro forma financial exhibit expected after a completed acquisition, but lacks the pro forma detail in this text.

Providing a pro forma condensed combined balance sheet and statements of operations is an important compliance step following a business acquisition. The exhibit reference suggests management prepared illustrative combined results and notes, which should explain purchase accounting, valuation adjustments, and pro forma assumptions. Without the exhibit content, one cannot assess whether adjustments are routine or if there are significant one-time or non-recurring items affecting combined performance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1 to Current Report

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 6, 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		BNC		Nasdaq Capital Market
Warrants to purchase Common Stock		BNCWW		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. ☐

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K (the “Amendment”) is being filed by CEA Industries Inc. (the “Company”) to supplement the Current Report on Form 8-K originally filed on June 10, 2025 (the “Original Report”), which reported the completion of the acquisition of the Fat Panda Group of Companies. This Amendment is being filed to include the required financial statements of the business acquired and the related pro forma financial information, as required by Item 9.01 of Form 8-K. This Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of the Fat Panda Group of Companies as of and for the fiscal years ended April 30, 2025 and 2024, together with the notes thereto and the report of the independent registered public accounting firm, are attached hereto as Exhibit 99.1 and are incorporated by reference herein.

(b) Pro forma financial information

The unaudited pro forma condensed combined financial information of CEA Industries Inc. and the Fat Panda Group of Companies, giving effect to the acquisition as if it had occurred on the dates indicated, are attached hereto as Exhibit 99.2 and are incorporated by reference herein, including:

● Pro forma condensed combined balance sheet as of April 30, 2025,

● Pro forma condensed combined statements of operations for the year ended April 30, 2025, and

● The notes to the unaudited pro forma condensed combined financial information.

(d) Exhibits

Exhibits		Description of Exhibit
99.1		Audited consolidated financial statements of the Fat Panda Group of Companies for the years ended April 30, 2025 and 2024.
99.2		Unaudited pro forma condensed combined financial information
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 August 19, 2025

	CEA INDUSTRIES INC.
	By:	/s/ David Namdar
		David Namdar
		Chief Executive Officer

FAQ

What pro forma financial statements did CEA Industries (VAPE) file in the 8-K/A?

The filing states it included a pro forma condensed combined balance sheet as of April 30, 2025, pro forma condensed combined statements of operations for the year ended April 30, 2025, and the related notes as exhibit 99.1.

Does the provided 8-K/A excerpt show the pro forma numerical results for CEA Industries (VAPE)?

No. The excerpt references the pro forma statements and notes but does not include the actual numeric figures or adjustments in the visible text.

Which securities and tickers are mentioned in the filing excerpt?

The excerpt lists Common Stock, ticker BNC on the Nasdaq Capital Market and warrants to purchase Common Stock, ticker BNCWW on the Nasdaq Capital Market.

Who signed the amended 8-K/A for CEA Industries?

The document is signed by David Namdar, identified as Chief Executive Officer.

Is the pro forma information described as audited or unaudited?

The excerpt describes the pro forma condensed combined financial information as unaudited.