M&A - CEA Industries Inc.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225017820

Filing Summary: CEA Industries Inc. filed a Current Report on Form 8-K on July 3, 2025, reporting a change in its fiscal year end to April 30, beginning with the fiscal year ending April 30, 2025. This change aligns the financial reporting of CEA Industries with that of its recently acquired subsidiaries, which include Fat Panda Ltd., 7446285 Manitoba Ltd., Fat Panda Direct Ltd., and 10050200 Manitoba Ltd., acquired on June 6, 2025. The company is set to file a transition Annual Report (10-KT) by September 29, 2025, with potential extensions via a Form 12b-25.

Form Type: 8-K

Filing Date: 2025-06-10

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225014377

Filing Summary: On June 6, 2025, CEA Industries Inc. completed the acquisition of all the equity of four companies known as Fat Panda, which are involved in the manufacture, distribution, and retail sale of e-cigarettes, vape devices, and e-liquids across Canada. The purchase agreement, originally entered on February 7, 2025, included all assets necessary for ongoing operations, with a purchase price of CAD $18 million, equating to USD $12.6 million. The acquisition is part of a strategic move to enhance CEA's presence in the indoor cultivated agricultural business. The financing included cash, common stock, and vendor notes, with a portion funded by a short-term loan. CEA is also looking to establish a long-term financing arrangement to support its acquisition operations. The report also included insights into Fat Panda's operations and the regulatory environment surrounding vaping products in Canada, emphasizing the business's substantial market share in Central Canada and indicating ongoing investment in compliance and business development. CEA also disclosed preparations for potential equity financing after the acquisition.

Form Type: 424B5

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225014236

Filing Summary: CEA Industries Inc. is issuing 39,000 shares of common stock, valued at approximately US$13.12 per share, to Velocity Investments Incorporated as part of the acquisition of Fat Panda Ltd. Fat Panda is a Canadian retailer and manufacturer of nicotine vape products. The total aggregate market value of the issued shares is US$313,950. The acquisition involves a purchase price of CAD$18,000,000 (about US$12,600,000), paid in cash, stock, and seller loans, with part of the cash being financed by a US$4,000,000 loan secured by the assets of both CEA Industries and Fat Panda. Included in the transaction are leases, intellectual property, inventory, licenses, and various agreements necessary for the business operations of Fat Panda. Closing of the acquisition is subject to various conditions, including obtaining necessary governmental approvals and financing arrangements.

Form Type: 8-K

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225014235

Filing Summary: CEA Industries Inc. has entered into an acquisition agreement with Velocity Investments Incorporated for advisory services related to the acquisition of Fat Panda Ltd., a Canadian retailer of nicotine vape products. The services were valued at CAD$700,000, which translates to 39,000 shares of Common Stock, worth $313,950 in the US market as per the prospectus supplement to the Registration Statement on Form S-3.

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.