M&A - CEA Industries Inc.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225010831

Filing Summary: CEA Industries Inc. reported various financials for the quarter ending March 31, 2025, showing a net loss of approximately $1.07 million compared to a net loss of $916,603 for the same period in 2024. The company has reported revenue of $713,460 against a cost of revenue of $674,173 resulting in a gross profit of $39,287. The financial statement indicates a total assets valuation of $9.43 million and total liabilities of $1.23 million as of March 31, 2025. CEA Industries has entered into an acquisition agreement to acquire Fat Panda, a biennial retailer in Canada, enhancing CEA's portfolio in the vaping and e-liquids market. The report contains forward-looking statements and outlines substantial risks, including market conditions and financial operations. CEA Industries indicated ongoing challenges but aims to limit historic engineering and emphasize growth in facility operations.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225009265

Filing Summary: CEA Industries Inc. has filed a Form 8-K to report an update regarding its proposed acquisition of Fat Panda Ltd. The report confirms that a press release detailing the acquisition progress is attached, indicating ongoing developments in the transaction. No additional emerging growth company designations or financial statements are included in this filing, as it mainly addresses the material agreement concerning the acquisition.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225002000

Filing Summary: CEA Industries Inc. filed a Form 8-K on April 1, 2025, reporting its entry into an acquisition agreement to acquire Fat Panda Ltd. The report includes preliminary financial information indicating that Fat Panda generated CAD $38.5 million (USD $28.5 million) in revenue with a gross margin of 39% in fiscal year 2024. Adjusted EBITDA for the same period was CAD $8.4 million (USD $6.2 million), showing growth of over 10% from fiscal year 2023. However, the gross margin declined by 15% compared to the previous fiscal year. The acquisition is expected to be completed in the first half of 2025, contingent upon the satisfaction of customary closing conditions.

Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225006050

Filing Summary: On February 7, 2025, CEA Industries Inc. entered into a purchase agreement to acquire all the equity of a group of Manitoba corporations that own all assets used in the business of Fat Panda Ltd., which specializes in e-cigarettes, vape devices, and related products. The total acquisition price is CAD$18,000,000 (approximately USD$12,600,000), inclusive of cash, stock, and seller loans. Key elements of the deal include the ongoing employment of existing management and staff, non-competition agreements for sellers, and escrow arrangements for parts of the payment. The completion of the acquisition is contingent on several conditions, including satisfactory financial statements, government approvals, and funding arrangements. CEA anticipates finalizing the acquisition in the first half of fiscal year 2025.