[8-K] CEA Industries Inc. Reports Material Event

Rhea-AI Filing Summary

American Battery Technology Company (ABAT) filed an 8-K announcing that its April 1 2025 agreement to sell a non-core 12-acre property in Fernley, Nevada for $6.75 million has been terminated. The buyer cancelled the deal on July 28 2025 during the due-diligence window, and the contract was voided with no early-termination penalties to the company.

The cancelled transaction postpones a planned cash infusion that could have bolstered liquidity and reduced real-estate carrying costs. ABAT retains ownership of the land and stated it "continues to market the property for sale," but provided no alternative timeline, buyer, or financial impact estimates. No other operational or financial updates were included in this filing.

Positive

• No early-termination penalties were incurred, preserving ABAT’s cash balance.
• Property remains on the market, allowing for potential future monetisation at similar or improved terms.

Negative

• $6.75 million cash inflow from the planned sale is now delayed or uncertain.
• Continued carrying costs and potential impairment risk remain until a new buyer is secured.

Insights

Financial Analyst

TL;DR: Loss of $6.75 M sale cash is modestly negative; absence of penalties offsets some impact.

The termination removes a non-dilutive liquidity event, leaving ABAT without the expected $6.75 million that could have supported capex or working capital. However, avoidance of break-fee costs preserves existing cash, and the asset can still be monetised later. Given the company's development-stage profile, timing of cash matters, so I view the news as slightly negative to neutral for near-term funding flexibility.

Real Estate Specialist

TL;DR: Deal collapse signals buyer caution; property remains marketable but timeline uncertain.

Industrial land in Fernley has been liquid, yet the buyer exited before due diligence completion, suggesting possible site-specific issues or price pushback. While no penalty is a relief, ABAT now faces ongoing taxes, maintenance and market risk. Resale potential persists, but closing another transaction may require price concessions or additional time, keeping the asset illiquid.

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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 28, 2025

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41266		27-3911608
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

385 South Pierce Avenue, Suite C

Louisville, Colorado 80027

(Address of principal executive office) (Zip Code)

(303) 993-5271

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing 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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001		VAPE		Nasdaq Capital Market
Warrants to purchase Common Stock		VAPEW		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 3.02 Unregistered Sale of Equity Securities

As previously disclosed in CEA Industries Inc.’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2025, the Company commenced a private placement offering (the “Offering”) pursuant to securities purchase agreements (the “Securities Purchase Agreements”) entered into with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue (i) an aggregate of 41,754,478 shares of common stock, par value $0.00001 per share (the “Common Stock”) at an offering price of $10.10 per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 7,750,510 shares of Common Stock at an offering price of $10.09999 per Pre-Funded Warrant and (iii) stapled warrants to purchase Common Stock (“Stapled Warrants”) to purchase up to an aggregate of 49,504,988 shares of Common Stock at an exercise price of $15.15 per Stapled Warrant to the Purchasers.

Cantor Fitzgerald & Co. acted as the sole placement agent in connection with the Offering.

The material terms of the Pre-Funded Warrants, Stapled Warrants, Securities Purchase Agreements, and the Registration Rights Agreement are described in the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025, which description is incorporated by reference herein. The form of the Pre-Funded Warrant, the form of Stapled Warrant, the forms of Securities Purchase Agreements, and the form of Registration Rights Agreement are attached as Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

Number		Description
104		Cover Page Interactive Data.

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 thereunto duly authorized.

	CEA Industries Inc.
Dated: August 1, 2025	By:	/s/ Anthony K. McDonald
	Name:	Anthony K. McDonald
	Title:	Chief Executive Officer

FAQ

What agreement did ABAT terminate?

A Commercial/Investment Property Purchase Agreement to sell its 12-acre Fernley, NV property for $6.75 million.

When was the property sale cancelled?

The buyer cancelled during due diligence, and the agreement was terminated on July 28 2025.

Will ABAT pay any penalties for the termination?

No, the filing states there are no material early-termination penalties.

Does ABAT still plan to sell the Fernley property?

Yes. The company says it continues to market the property for sale.

How much cash was ABAT expecting from the aborted sale?

The deal would have provided $6.75 million in proceeds.

Is there any update on ABAT’s overall liquidity?

The 8-K gives no additional liquidity or financial guidance.