UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Item 1.01 — Entry into Material Agreement
Entry into Acquisition Agreement
CEA Industries Inc. (“Company”) has received preliminary financial information about Fat Panda Ltd. (“Fat Pand”) that is a condition to the completion of its acquisition of Fat Panda. Based on preliminary, unaudited financial data, in its fiscal year 2024 Fat Panda generated CAD $38.5 million (USD $28.5 million) in revenue with 39% gross margins and CAD $8.4 million (USD $6.2 million) in adjusted EBITDA. Both revenue and adjusted EBITDA grew over 10% from fiscal year 2023 while gross margin declined by 15% from fiscal year 2023. The Company continues to expect to complete the acquisition in the first half of 2025, subject to fulfillment of customary closing conditions.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 99.1* | Press Release dated April 1, 2025, announcing unaudited financial information about Fat Panda Ltd. |
| 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 April 1, 2025
| CEA INDUSTRIES INC. | ||
| By: | /S/ Anthony K. McDonald | |
| Anthony K. McDonald, | ||
| Chief Executive Officer | ||