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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)

 

* Filed herewith

 

 
 

 

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