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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41266

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada |  | 27-3911608
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

385 South Pierce Avenue, Suite C Louisville, Colorado 80027 |  | 80027
(Address of principal executive offices) |  | (Zip code)

(303) 993-5271

(Registrant’s telephone number, including area code)

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 Markets
Warrants to purchase common stock |  | CEADW |  | Nasdaq Capital Markets

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer | ☐ | Accelerated Filer | ☐
Non-accelerated Filer | ☒ | Smaller Reporting Company | ☒
|  | 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of May 15, 2023, the number of outstanding shares of common stock of the registrant was 8,076,372.

CEA Industries Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2023

Table of Contents

| Page
Cautionary Statement | ii
PART I — FINANCIAL INFORMATION |
Item 1. Financial Statements (Unaudited) |
Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 | 2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and March 31, 2022 | 3
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2023 and March 31, 2022 | 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and March 31, 2022 | 5
Notes to the Condensed Consolidated Financial Statements | 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 33
Item 4. Controls and Procedures | 34
PART II — OTHER INFORMATION |
Item 1. Legal Proceedings | 34
Item 1A. Risk Factors | 34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 34
Item 3. Defaults Upon Senior Securities | 35
Item 4. Mine Safety Disclosures | 35
Item 5. Other Information | 35
Item 6. Exhibits | 35
SIGNATURES | 36
EXHIBIT INDEX | 37

i

In this Quarterly Report on Form 10-Q, unless otherwise indicated, the “Company”, “we”, “us” or “our” refer to CEA Industries Inc. and, where appropriate, its wholly owned subsidiary.

CAUTIONARY STATEMENT

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical fact but are based on current management expectations that involve substantial risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar words. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements including, but not limited to, any projections of revenue, gross profit, earnings or loss, tax provisions, cash flows or other financial items; any statements of the plans, strategies or objectives of management for future operations; any statements regarding current or future macroeconomic or industry-specific trends or events and the impact of those trends and events on us or our financial performance; any statements regarding pending investigations, legal claims or tax disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.

These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. These forward-looking statements are based on assumptions regarding our present and future business strategies and the environment in which we operate. Important factors that could cause those differences include, but are not limited to:

| ● | our business prospects and the prospects of our existing and prospective customers;
| ● | the impact on our business and that of our customers of the lasting effects of the COVID-19 government response.;
| ● | our overall financial condition, including the impact of higher interest rates and inflation, business disruption due to the COVID-19 pandemic, the Ukraine war, and the supply chains on which we depend;
| ● | the impact on our business from our restructuring and cost containment actions taken in the first quarter of 2023;
| ● | the inherent uncertainty of product development and product selection to meet client requirements;
| ● | regulatory, legislative and judicial developments, especially those related to changes in, and the enforcement of, cannabis laws;
| ● | increasing competitive pressures in the CEA (Controlled Environment Agriculture) industry and our engineering service and product supply position within the industry;
| ● | the ability to effectively operate our business, including servicing our existing customers and obtaining new business;
| ● | our relationships with our customers and suppliers;

ii

| ● | the continuation of normal payment terms and conditions with our customers and suppliers, including our ability to obtain advance payments from our customers;
| ● | general economic conditions, our customers’ operations and access to capital, and market and business disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events, adversely affecting demand for the products and services offered by us in the markets in which we operate;
| ● | the supply of products from our suppliers and our ability to complete contracts, some of which depend on other actors for a comprehensive project completion;
| ● | changes in our business strategy or development plans, including our expected level of capital expenses and working capital;
| ● | our ability to attract and retain qualified personnel;
| ● | our ability to raise equity and debt capital, as needed from time to time, to fund our operations and growth strategy, including possible acquisitions;

| ● | our ability to identify, complete and integrate potential strategic acquisitions;
| ● | future revenue being lower than expected;
| ● | our ability to convert our backlog into revenue in a timely manner, or at all; and
| ● | our intention not to pay dividends.

These factors should not be construed as exhaustive and should be read with the other cautionary statements in this report.

Although we believe that we use reasonable assumptions for these forward-looking statements, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in “Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as updated from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The forward-looking statements and projections contained in this Quarterly Report on Form 10-Q are intended to be within the meaning of “forward-looking statements” in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”).

iii

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEA Industries Inc.

Condensed Consolidated Balance Sheets

(in US Dollars except share numbers)

|  | 2023 |  |  | 2022 |
|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
|  | (Unaudited) |  |  |  |
ASSETS |  |  |  |  |  |  |  |
Current Assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 15,948,077 |  |  | $ | 18,637,114 |
Accounts receivable, net |  |  | 61,774 |  |  |  | 2,649 |
Inventory, net |  |  | 441,133 |  |  |  | 348,411 |
Prepaid expenses and other |  |  | 471,137 |  |  |  | 1,489,921 |
Total Current Assets |  |  | 16,922,121 |  |  |  | 20,478,095 |
Noncurrent Assets |  |  |  |  |  |  |  |
Property and equipment, net |  |  | 60,713 |  |  |  | 68,513 |
Intangible assets, net |  |  | 1,830 |  |  |  | 1,830 |
Deposits |  |  | 14,747 |  |  |  | 14,747 |
Operating lease right-of-use asset |  |  | 436,549 |  |  |  | 462,874 |
Total Noncurrent Assets |  |  | 513,839 |  |  |  | 547,964 |
TOTAL ASSETS |  | $ | 17,435,960 |  |  | $ | 21,026,059 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |
LIABILITIES |  |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 1,164,134 |  |  | $ | 1,207,258 |
Deferred revenue |  |  | 1,102,601 |  |  |  | 4,338,570 |
Accrued equity compensation |  |  | - |  |  |  | 89,970 |
Current portion of operating lease liability |  |  | 120,245 |  |  |  | 118,235 |
Total Current Liabilities |  |  | 2,386,980 |  |  |  | 5,754,033 |
Noncurrent Liabilities |  |  |  |  |  |  |  |
Operating lease liability, net of current portion |  |  | 348,179 |  |  |  | 376,851 |
Total Noncurrent Liabilities |  |  | 348,179 |  |  |  | 376,851 |
TOTAL LIABILITIES |  |  | 2,735,159 |  |  |  | 6,130,884 |
Commitments and Contingencies (Note 6) |  |  | - |  |  |  | - |
SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding |  |  | - |  |  |  | - |
Common stock, $0.00001 par value; 200,000,000 authorized; 8,076,372 and 7,953,974 shares issued and outstanding, respectively |  |  | 81 |  |  |  | 80 |
Additional paid in capital |  |  | 49,410,899 |  |  |  | 49,173,836 |
Accumulated deficit |  |  | (34,710,179 | ) |  |  | (34,278,741 | )
Total Shareholders’ Equity |  |  | 14,700,801 |  |  |  | 14,895,175 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |  | $ | 17,435,960 |  |  | $ | 21,026,059 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

CEA Industries Inc.

Condensed Consolidated Statements of Operations

(in US Dollars except share numbers)

(Unaudited)

|  | 2023 |  |  | 2022 |
|  | For the Three Months Ended March 31, |
|  | 2023 |  |  | 2022 |
Revenue, net |  | $ | 4,682,573 |  |  | $ | 1,744,427 |
Cost of revenue |  |  | 3,829,297 |  |  |  | 1,653,919 |
Gross profit |  |  | 853,276 |  |  |  | 90,508 |
Operating expenses: |  |  |  |  |  |  |  |
Advertising and marketing expenses |  |  | 202,323 |  |  |  | 251,015 |
Product development costs |  |  | 76,413 |  |  |  | 138,918 |
Selling, general and administrative expenses |  |  | 1,020,702 |  |  |  | 1,311,777 |
Total operating expenses |  |  | 1,299,438 |  |  |  | 1,701,710 |
Operating loss |  |  | (446,162 | ) |  |  | (1,611,202 | )
Other income (expense): |  |  |  |  |  |  |  |
Other income (expense), net |  |  | 5,704 |  |  |  | 185,000 |
Interest income (expense), net |  |  | 9,020 |  |  |  | 3,260 |
Total other income (expense) |  |  | 14,724 |  |  |  | 188,260 |
Loss before provision for income taxes |  |  | (431,438 | ) |  |  | (1,422,942 | )
Income taxes |  |  | - |  |  |  | - |
Net loss |  | $ | (431,438 | ) |  | $ | (1,422,942 | )
Convertible preferred series B stock dividends |  |  | - |  |  |  | (35,984 | )
Deemed dividend on convertible preferred series B stock on down round |  |  | - |  |  |  | (439,999 | )
Net loss available to common shareholders |  | $ | (431,438 | ) |  | $ | (1,898,925 | )
Loss per common share – basic and diluted |  | $ | (0.05 | ) |  | $ | (0.41 | )
Weighted average number of common shares outstanding, basic and diluted |  |  | 8,071,731 |  |  |  | 4,622,427 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

CEA Industries Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

For the Three Months Ended March 31, 2023 and March 31, 2022

(in US Dollars except share numbers)

(Unaudited)

|  | Number of Shares |  |  | Amount |  |  | Paid in Capital |  |  | Accumulated Deficit |  |  | Shareholders ’ Equity |
|  | Common Stock |  |  | Additional |  |  |  |  |  |  |
|  | Number of Shares |  |  | Amount |  |  | Paid in Capital |  |  | Accumulated Deficit |  |  | Shareholders ’ Equity |
Balance December 31, 2022 |  |  | 7,953,974 |  |  | $ | 80 |  |  | $ | 49,173,836 |  |  | $ | (34,278,741 | ) |  | $ | 14,895,175 |
Balance |  |  | 7,953,974 |  |  | $ | 80 |  |  | $ | 49,173,836 |  |  | $ | (34,278,741 | ) |  | $ | 14,895,175 |
Fair value of vested stock options granted to employees |  |  | - |  |  |  | - |  |  |  | 135,748 |  |  |  | - |  |  |  | 135,748 |
Common shares issued in settlement of restricted stock units issued to directors |  |  | 123,398 |  |  |  | 1 |  |  |  | (1 | ) |  |  | - |  |  |  | - |
Fair value of restricted stock units issued to directors |  |  | - |  |  |  |  |  |  |  | 101,316 |  |  |  |  |  |  |  | 101,316 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (431,438 | ) |  |  | (431,438 | )
Balance March 31, 2023 |  |  | 8,077,372 |  |  | $ | 81 |  |  | $ | 49,410,899 |  |  | $ | (34,710,179 | ) |  | $ | 14,700,801 |
Balance |  |  | 8,077,372 |  |  | $ | 81 |  |  | $ | 49,410,899 |  |  | $ | (34,710,179 | ) |  | $ | 14,700,801 |

|  | Number of Shares |  |  | Amount |  |  | Paid in Capital |  |  | Accumulated Deficit |  |  | Equity (Deficit) |
|  | Common Stock |  |  | Additional |  |  |  |  |  | Shareholders’ |
|  | Number of Shares |  |  | Amount |  |  | Paid in Capital |  |  | Accumulated Deficit |  |  | Equity (Deficit) |
Balance December 31, 2021 |  |  | 1,600,835 |  |  | $ | 16 |  |  | $ | 25,211,017 |  |  | $ | (28,781,566 | ) |  | $ | (3,570,533 | )
Balance |  |  | 1,600,835 |  |  | $ | 16 |  |  | $ | 25,211,017 |  |  | $ | (28,781,566 | ) |  | $ | (3,570,533 | )
Fair value of vested stock options granted to employees |  |  | - |  |  |  | - |  |  |  | 32,938 |  |  |  | - |  |  |  | 32,938 |
Fair value of vested stock options granted to directors |  |  | - |  |  |  | - |  |  |  | 29,656 |  |  |  | - |  |  |  | 29,656 |
Common shares issued in settlement of restricted stock units issued to directors |  |  | 3,367 |  |  |  | - |  |  |  | 24,994 |  |  |  | - |  |  |  | 24,994 |
Fair value of restricted stock units issued to directors |  |  | - |  |  |  | - |  |  |  | 4,928 |  |  |  | - |  |  |  | 4,928 |
Issuance of common shares to round up partial shares following reverse split |  |  | 6,798 |  |  |  | - |  |  |  | - |  |  |  |  |  |  |  | - |
Common shares and warrants issued for cash |  |  | 5,811,138 |  |  |  | 58 |  |  |  | 21,711,073 |  |  |  | - |  |  |  | 21,711,131 |
Common shares issued and warrants on conversion of series B preferred stock |  |  | 362,306 |  |  |  | 4 |  |  |  | 1,979,996 |  |  |  | - |  |  |  | 1,980,000 |
Dividends on series B preferred stock |  |  | - |  |  |  | - |  |  |  | (35,984 | ) |  |  | - |  |  |  | (35,984 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,422,942 | ) |  |  | (1,422,942 | )
Balance March 31, 2022 |  |  | 7,784,444 |  |  | $ | 78 |  |  | $ | 48,958,618 |  |  | $ | (30,204,508 | ) |  | $ | 18,754,188 |
Balance |  |  | 7,784,444 |  |  | $ | 78 |  |  | $ | 48,958,618 |  |  | $ | (30,204,508 | ) |  | $ | 18,754,188 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

CEA Industries Inc.

Condensed Consolidated Statements of Cash Flows

(in US Dollars except share numbers)

(Unaudited)

|  | 2023 |  |  | 2022 |
|  | For the Three Months Ended March 31, |
|  | 2023 |  |  | 2022 |
Cash Flows From Operating Activities: |  |  |  |  |  |  |  |
Net loss |  | $ | (431,438 | ) |  | $ | (1,422,942 | )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |  |  |  |  |  |  |
Depreciation and intangible asset amortization expense |  |  | 7,500 |  |  |  | 8,556 |
Share-based compensation |  |  | 147,094 |  |  |  | 92,517 |
Provision for doubtful accounts |  |  | (1,705 | ) |  |  | (22,168 | )
Provision for excess and obsolete inventory |  |  | 33,638 |  |  |  | 3,676 |
Loss on disposal of assets |  |  | 100 |  |  |  | 5,499 |
Amortization of operating lease ROU asset |  |  | 26,325 |  |  |  | 25,433 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (57,420 | ) |  |  | 10,610 |
Inventory |  |  | (126,360 | ) |  |  | (631,269 | )
Prepaid expenses and other |  |  | 1,018,785 |  |  |  | (551,261 | )
Accounts payable and accrued liabilities |  |  | (43,124 | ) |  |  | 43,438 |
Deferred revenue |  |  | (3,235,970 | ) |  |  | 2,645,579 |
Operating lease liability, net |  |  | (26,662 | ) |  |  | (14,811 | )
Net cash provided by (used in) operating activities |  |  | (2,689,237 | ) |  |  | 192,857 |
Cash Flows From Investing Activities |  |  |  |  |  |  |  |
Purchases of property and equipment |  |  | - |  |  |  | (13,948 | )
Proceeds from the sale of property and equipment |  |  | 200 |  |  |  | - |
Net cash provided by (used in) investing activities |  |  | 200 |  |  |  | (13,948 | )
Cash Flows From Financing Activities |  |  |  |  |  |  |  |
Payment of dividends on series B preferred stock |  |  | - |  |  |  | (35,984 | )
Redemption of series B preferred stock |  |  | - |  |  |  | (1,980,000 | )
Net cash proceeds on sale of common stock and warrants, net of expenses |  |  | - |  |  |  | 21,711,131 |
Net cash provided by financing activities |  |  | - |  |  |  | 19,695,147 |
Net change in cash and cash equivalents |  |  | (2,689,037 | ) |  |  | 19,874,056 |
Cash and cash equivalents, beginning of period |  |  | 18,637,114 |  |  |  | 2,159,608 |
Cash and cash equivalents, end of period |  | $ | 15,948,077 |  |  | $ | 22,033,664 |
Supplemental cash flow information: |  |  |  |  |  |  |  |
Interest paid |  | $ | - |  |  | $ | - |
Income taxes paid |  | $ | - |  |  | $ | - |
Non-cash investing and financing activities: |  |  |  |  |  |  |  |
Conversion of series B preferred stock |  |  | - |  |  | $ | 1,980,000 |
Deemed dividend on series B preferred stock arising on down round |  |  | - |  |  | $ | 439,999 |
Options issued for accrued equity compensation liability |  | $ | 89,970 |  |  | $ | - |

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Note 1 – Nature of Operations and Significant Accounting Policies

Description of Business

CEA Industries Inc., formerly Surna Inc. (the “Company”), was incorporated in Nevada on October 15, 2009. We design, engineer and sell environmental control and other technologies for the Controlled Environment Agriculture (“CEA”) industry. The CEA industry is one of the fastest-growing sectors of the United States’ economy. From leafy greens (kale, Swiss chard, mustard, cress), microgreens (leafy greens harvested at the first true leaf stage), ethnic vegetables, ornamentals, and small fruits (such as strawberries, blackberries and raspberries) to bell peppers, cucumbers, and tomatoes and cannabis and hemp, more and more producers consider or act to grow crops indoors in response to market dynamics or as part of their preferred farming practice. In service of the CEA industry, we provide: (i) architectural design and licensed engineering of commercial scale thermodynamic systems specific to cultivation facilities, (ii) liquid-based process cooling systems and other climate control systems, (iii) air handling equipment and systems, (iv) air sanitation products, (v) LED lighting, (vi) benching and racking solutions for indoor cultivation, (vii) proprietary and third party controls systems and technologies used for environmental, lighting, and climate control, and (viii) preventive maintenance services, through our partnership with a certified service contractor network, for CEA facilities. Our customers include commercial, state- and provincial-regulated CEA growers in the U.S. and Canada. Customers are those growers building new facilities and those expanding or retrofitting existing facilities. Currently, our revenue stream is derived primarily from supplying our products, services, and technologies to commercial indoor facilities ranging from several thousand to more than 100,000 square feet. Headquartered in Louisville, Colorado, we leverage our experience in this space to bring value-added climate control solutions to our customers that help improve their overall crop quality and yield, optimize energy and water efficiency, and satisfy the evolving state and local codes, permitting and regulatory requirements. Although most of our customers do, we neither produce nor sell cannabis or its related products.

Impact of the COVID-19 Pandemic on Our Business

The impact of the government and the business economic response to the COVID-19 pandemic has affected demand across the majority of our markets and disrupted workflow and completion schedules on projects. The COVID-19 pandemic is expected to have continued adverse effects on our sales, project implementation, supply chain infrastructure, operating margins, and working capital.

The resulting effects and uncertainties from the COVID-19 pandemic, including the depth and duration of the disruptions to customers and suppliers, its future effect on our business, on our results of operations, and on our financial condition, cannot be predicted. We expect that the economic disruptions will continue to have an effect on our business over the longer term. Despite this uncertainty, we continue to monitor costs and continue to take actions to reduce costs in order to mitigate the impact of the COVID-19 pandemic to the best of our ability. However, these actions may not be sufficient in the long run to avoid reduced sales, increased losses, and reduced operating cash flows in our business. During the year ended December 31, 2022, and continuing into the current fiscal quarter, the Company experienced delays in the receipt of equipment it had ordered to meet its customer orders due to disruption and delays in its supply chain. Consequently, our revenue recognition of some customer sales has been delayed until future periods when the shipment of orders can be completed.

6

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Impact of Ukrainian Conflict

Currently, we believe that the conflict between Ukraine and Russia does not have any direct impact on our operations, financial condition, or financial reporting. We believe the conflict will have only a general impact on our operations in the same manner as it has a general impact on all businesses that have their operations limited to North America resulting from international sanction and embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from the Ukraine or Russia, supply chain challenges, and the international and US domestic inflationary results of the conflict and government spending for and funding of our country’s response. As our operations are related only to the North American controlled environment agricultural industry, largely within the cannabis space, we do not believe we will be targeted for cyber-attacks related to this conflict. We have no operations in the countries directly involved in the conflict or are specifically impacted by any of the sanctions and embargoes, as we principally operate in the United States and Canada. We do not believe that the conflict will have any impact on our internal control over financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the Ukrainian conflict.

Inflation

Recently, our operations have started to be influenced by the inflation existent in the larger economy and in the industries related to building renovations, retrofitting and new build facilities in which we operate. We are likely to continue to face inflationary increases on the cost of products and our operations, which may adversely affect our margins and financial results and the pricing of our service and product supply contracts. Inflation is reflected in higher wages, increased pricing of equipment and other products that we have contracted to provide to our customers, and generally higher prices across all sectors of the economy. As we move forward, we plan to continuously monitor our various contract terms and may decide to add clauses that will permit us to adjust pricing if inflation and price increase pressures on us will impact our ability to perform our contracts and maintain our margins.

Financial Statement Presentation

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The balance sheet information as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2022.

7

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its controlled and wholly owned subsidiaries, Hydro Innovations, LLC (“Hydro”) and Surna Cultivation Technologies LLC (“SCT”). Intercompany transactions, profit, and balances are eliminated in consolidation.

Use of Estimates

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and that affect the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Key estimates include: allocation of transaction prices to performance obligations under contracts with customers, standalone selling prices, timing of expected revenue recognition on remaining performance obligations under contracts with customers, valuation of intangible assets and goodwill, valuation of equity-based compensation, valuation of deferred tax assets and liabilities, warranty accruals, accounts receivable and inventory allowances, and legal contingencies.

Cash, Cash Equivalents, and Restricted Cash

All highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents. The Company may, from time to time, have deposits in financial institutions that exceed the federally insured amount of $250,000. As of March 31, 2023, the balance in the Company’s accounts was approximately $15,948,000, consequently approximately $15,698,000 of this balance was not insured by the FDIC. The Company has not experienced any losses to date on depository accounts.

Income (Loss) Per Common Share

Basic income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of common stock equivalents. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding and potentially dilutive common stock equivalents, including stock options, warrants and restricted stock units and other equity-based awards, except in cases where the effect of the common stock equivalents would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and warrants and the vesting of restricted stock units using the treasury method.

8

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

As of March 31, 2023, and March 31, 2022, there were respectively, 8,010,957 and 8,021,057, potentially dilutive equity instruments outstanding in respect of options outstanding to purchase Company common stock, warrants, and restricted stock units that were convertible into shares of the Company’s common stock. Of these potentially dilutive equity instruments outstanding, 7,623,772 as of March 31, 2023 and 7,794,154 as of March 31, 2022 related to warrants issued in connection with the sale of our shares of series B Preferred stock and common stock in prior periods. The remaining 387,185 potentially dilutive equity instruments outstanding as of March 31, 2023 and 226,903 as of March 31, 2022 related to options and restricted stock units issued to our directors and staff.

Goodwill

The Company recorded goodwill in connection with its acquisition of Hydro Innovations, LLC in July 2014. Goodwill is reviewed for impairment annually or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. The Company performs a quantitative impairment test annually on December 31 by comparing the fair value of the reporting unit with its carrying amount, including goodwill. The Company’s fair value is calculated using a market valuation technique whereby an appropriate control premium is applied to the Company’s market capitalization as calculated by applying its publicly quoted share price to the number of its common shares issued and outstanding. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company determined that it has one reporting unit.

As of June 30, 2022, the Company experienced a triggering event due to a drop in its stock price and performed a quantitative analysis for potential impairment of its goodwill. Based on this analysis, the Company determined that its carrying value exceeded its fair value. As a result, the Company recorded a non-cash goodwill impairment charge of $631,064 at June 30, 2022. No income tax benefit related to this goodwill impairment charge was recorded at June 30, 2022.

Temporary Equity

Shares of preferred stock that are redeemable for cash or other assets are classified as temporary equity if they are redeemable, at the option of the holder, at a fixed or determinable price on a fixed or determinable date or upon the occurrence of an event that is not solely within the control of the Company. Redeemable equity instruments are initially carried at the fair value of the equity instrument at the issuance date, net of issuance costs, which is subsequently adjusted to redemption value (including the amount for dividends earned but not yet declared or paid) at each balance sheet date if the instrument is currently redeemable or if it is probable that the instrument will become redeemable.

Revenue Recognition

9

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

The following table sets forth the Company’s revenue by source:

Schedule of Revenue by Source

|  | 2023 |  |  | 2022 |
|  | For the Three Months Ended March 31, |
|  | 2023 |  |  | 2022 |
Equipment and systems sales |  | $ | 4,396,827 |  |  | $ | 1,642,572 |
Engineering and other services |  |  | 124,410 |  |  |  | 86,049 |
Shipping and handling |  |  | 12,560 |  |  |  | 15,806 |
Miscellaneous |  |  | 148,776 |  |  |  | - |
Total revenue |  | $ | 4,682,573 |  |  | $ | 1,744,427 |

Miscellaneous revenue of $148,776 represents non-refundable deposits, forfeited by former customers on previously cancelled contracts.

Revenue Recognition Accounting Policy Summary

The Company accounts for revenue in accordance with ASC 606. Under the revenue standard, a performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. Most of the Company’s contracts contain multiple performance obligations that include engineering and technical services as well as the delivery of a diverse range of climate control system equipment and components, which can span multiple phases of a customer’s project life cycle from facility design and construction to equipment delivery and system installation and start-up. The Company does not provide construction services or system installation services. Some of the Company’s contracts with customers contain a single performance obligation, typically engineering only services contracts.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When there are multiple performance obligations within a contract, the Company allocates the transaction price to each performance obligation based on the standalone selling price. When estimating the selling price, the Company uses various observable inputs. The best observable input is the Company’s actual selling price for the same good or service, however, this input is generally not available for the Company’s contracts containing multiple performance obligations. For engineering services, the Company estimates the standalone selling price by reference to certain physical characteristics of the project, such as facility size and mechanical systems involved, which are indicative of the scope and complexity of the mechanical engineering services to be provided. For equipment sales, the standalone selling price is determined by forecasting the expected costs of the equipment and components and then adding an appropriate margin, based on a range of acceptable margins established by management. Depending on the nature of the performance obligations, the Company may use a combination of different methods and observable inputs if certain performance obligations have highly variable or uncertain standalone selling prices. Once the selling prices are determined, the Company applies the relative values to the total contract consideration and estimates the amount of the transaction price to be recognized as each promise is fulfilled.

Generally, satisfaction occurs when control of the promised goods is transferred to the customer or as services are rendered or completed in exchange for consideration in an amount for which the Company expects to be entitled. The Company recognizes revenue for the sale of goods when control transfers to the customer, which primarily occurs at the time of shipment. The Company’s historical rates of return are insignificant as a percentage of sales and, as a result, the Company does not record a reserve for returns at the time the Company recognizes revenue. The Company has elected to exclude from the measurement of the transaction price all taxes (e.g., sales, use, value added, and certain excise taxes) that are assessed by a governmental authority in connection with a specific revenue-producing transaction and collected by the Company from the customer. Accordingly, the Company recognizes revenue net of sales taxes. The revenue and cost for freight and shipping is recorded when control over the sale of goods passes to the Company’s customers.

10

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

The Company also has performance obligations to perform certain engineering services that are satisfied over a period of time. Revenue is recognized from this type of performance obligation as services are rendered based on the percentage completion towards certain specified milestones.

The Company offers assurance-type warranties for its products and products manufactured by others to meet specifications defined by the contracts with customers and does not have any material separate performance obligations related to these warranties. The Company maintains a warranty reserve based on historical warranty costs.

Disaggregation of Revenue

In accordance with ASC 606-10-50-5 through 6, the Company considered the appropriate level of disaggregated revenue information that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Additionally, per the implementation guidance in ASC 606-10-55-90 through 91, the Company also considered (a) disclosures presented outside of the financial statements such as earnings releases and investor presentations, (b) information regularly reviewed by the Chief Operating Decision Maker for evaluating the financial performance of operating segments and (c) other information that is similar to the types of information identified in (a) and (b) and that is used by the Company or users of the Company’s financial statements to evaluate financial performance or make resource allocation decisions. Finally, we considered the examples of categories found in the guidance that might be appropriate, including: (a) type of good or service (major product lines), (b) geographical region (country or region), (c) market or type of customer (government or non-government customers), (d) type of contract (fixed-price or time-and-materials), (e) contract duration (short- or long-term), (f) timing of transfer of goods or services (point-in-time or over time) and (g) sales channels (direct to customers or through intermediaries).

Based on the aforementioned guidance and considerations, the Company determined that disaggregation of revenue by sales, services, shipping and handling, and miscellaneous was required.

Other Judgments and Assumptions

The Company typically receives customer payments in advance of its performance of services or transfers of goods. Applying the practical expedient in ASC 606-10-32-18, which the Company has elected, the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Accordingly, the remaining performance obligations related to customer contracts does not consider the effects of the time value of money.

Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred since the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs include certain sales commissions and incentives, which are included in selling, general and administrative expenses, and are payable only when associated revenue has been collected and earned by the Company.

11

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Contract Assets and Contract Liabilities

Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The Company receives payments from customers based on the terms established in its contracts.

Contract assets include unbilled amounts where revenue recognized exceeds the amount billed to the customer and the right of payment is conditional, subject to completing a milestone, such as a phase of a project. The Company typically does not have material amounts of contract assets since revenue is recognized as control of goods are transferred or as services are performed. As of March 31, 2023 and December 31, 2022, the Company had no contract assets.

Contract liabilities consist of advance payments in excess of revenue recognized. The Company’s contract liabilities are recorded as a current liability in deferred revenue in the consolidated balance sheets since the Company generally expects to recognize revenue in less than one year. Non-refundable customer deposits are recognized as revenue when previously abandoned customer contracts have been forfeited. As of March 31, 2023, and December 31, 2022, deferred revenue, which was classified as a current liability, was $1,102,601 and $4,338,570, respectively.

For the three months ended March 31, 2023, the Company recognized revenue of $3,852,906 related to the deferred revenue at January 1, 2023. For the three months ended March 31, 2022, the Company recognized revenue of $1,162,374 related to the deferred revenue at January 1, 2022.

Remaining Performance Obligations

Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected not to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. Accordingly, the information disclosed about remaining performance obligations includes all customer contracts, including those with an expected duration of one year or less.

Industry uncertainty, project financing concerns, and the licensing and qualification of our prospective customers, which are out of the Company’s control, make it difficult for the Company to predict when it will recognize revenue on its remaining performance obligations. There are risks that the Company may not realize the full contract value on customer projects in a timely manner or at all, and completion of a customer’s cultivation facility project is dependent upon the customer’s ability to secure funding and real estate, obtain a license and then build their cultivation facility so they can take possession of the equipment. Accordingly, the time it takes for customers to complete a project, which corresponds to when the Company is able to recognize revenue, is driven by numerous factors including: (i) the large number of first-time participants interested in the indoor cannabis cultivation business; (ii) the complexities and uncertainties involved in obtaining state and local licensure and permitting; (iii) local and state government delays in approving licenses and permits due to lack of staff or the large number of pending applications, especially in states where there is no cap on the number of cultivators; (iv) the customer’s need to obtain cultivation facility financing; (v) the time needed, and coordination required, for our customers to acquire real estate and properly design and build the facility (to the stage when climate control systems can be installed); (vi) the large price tag and technical complexities of the climate control and air sanitation system; (vii) the availability of power; and (viii) delays that are typical in completing any construction project. Further, based on the current economic climate, the uncertainty regarding the COVID-19 virus, and the Company’s recent cost cutting measures, there is no assurance that the Company will be able to fulfill its backlog, and the Company may experience contract cancellations, project scope reductions and project delays.

12

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

As of March 31, 2023, the Company’s remaining performance obligations, or backlog, was approximately $1,869,000. There is significant uncertainty regarding the timing of the Company’s recognition of revenue on its remaining performance obligations, and there is no certainty that these will result in actual revenues. The backlog at March 31, 2023, includes booked sales orders of $379,000 from three customers that the Company does not expect to be realized until 2024, if at all. This 2024 projected revenue amount contains a booked sales order of $279,000 (15% of the total backlog) from one customer that we believe is at risk of cancellation based on conversations with this customer. Given the current supply chain and bottleneck issues that are still being worked through by the Company’s supply chain partners, the Company believes that some of its current contracts could be delayed.

The remaining performance obligations expected to be recognized through 2024 are as follows:

Schedule of Remaining Performance Obligations Expected to be Recognized

|  | 2023 |  |  | 2024 |  |  | Total |
Remaining performance obligations related to engineering only paid contracts |  | $ | 172,000 |  |  | $ | - |  |  | $ | 172,000 |
Remaining performance obligations related to partial equipment paid contracts |  |  | 1,318,000 |  |  |  | 379,000 |  |  |  | 1,697,000 |
Total remaining performance obligations |  | $ | 1,490,000 |  |  | $ | 379,000 |  |  | $ | 1,869,000 |

Product Warranty

The Company warrants the products that it manufactures for a warranty period equal to the lesser of 12 months from start-up or 18 months from shipment. The Company’s warranty provides for the repair, rework, or replacement of products (at the Company’s option) that fail to perform within stated specification. The Company’s third-party suppliers also warrant their products under similar terms, which are passed through to the Company’s customers.

The Company assesses the historical warranty claims on its manufactured products and, since 2016, warranty claims have been approximately 1% of annual revenue generated on these products. Based on the Company’s warranty policy, an accrual is established at 1% of the trailing 18 months revenue. The Company continues to assess the need to record a warranty reserve at the time of sale based on historical claims and other factors. As of March 31, 2023, and December 31, 2022, the Company had an accrued warranty reserve amount of $188,738 and $180,457, respectively, which are included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets.

Accounting for Share-Based Compensation

The Company recognizes the cost resulting from all share-based compensation arrangements, including stock options, restricted stock awards and restricted stock units that the Company grants under its equity incentive plan in its condensed consolidated financial statements based on their grant date fair value. The expense is recognized over the requisite service period or performance period of the award. Awards with a graded vesting period based on service are expensed on a straight-line basis for the entire award. Awards with performance-based vesting conditions, which require the achievement of a specific company financial performance goal at the end of the performance period and required service period, are recognized over the performance period. Each reporting period, the Company reassesses the probability of achieving the respective performance goal. If the goals are not expected to be met, no compensation cost is recognized and any previously recognized amount recorded is reversed. If the award contains market-based vesting conditions, the compensation cost is based on the grant date fair value and expected achievement of market condition and is not subsequently reversed if it is later determined that the condition is not likely to be met or is expected to be lower than initially expected.

The grant date fair value of stock options is based on the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The Black-Scholes Model requires judgmental assumptions including volatility and expected term, both based on historical experience. The risk-free interest rate is based on U.S. Treasury interest rates whose term is consistent with the expected term of the option. The Company determines the assumptions used in the valuation of option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for options granted throughout the year. During the three months ended March 31, 2023, the valuation assumptions used to determine the fair value of each option award on the date of grant were: expected stock price volatility of 152.23%; expected term in years of 10 and risk-free interest rate of 3.48%.

13

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

The grant date fair value of restricted stock and restricted stock units is based on the closing price of the underlying stock on the date of the grant.

The Company has elected to reduce share-based compensation expense for forfeitures as the forfeitures occur since the Company does not have historical data or other factors to appropriately estimate the expected employee terminations and to evaluate whether particular groups of employees have significantly different forfeiture expectations.

The following is a summary of share-based compensation expenses included in the condensed consolidated statements of operations for the three months ended March 31, 2023 and March 31, 2022:

Schedule of Share-based Compensation Costs

|  | 2023 |  |  | 2022 |
|  | For the Three Months Ended March 31, |
|  | 2023 |  |  | 2022 |
Share-based compensation expense included in: |  |  |  |  |  |  |  |
Cost of revenue |  | $ | 4,898 |  |  | $ | 791 |
Advertising and marketing expenses |  |  | 1,113 |  |  |  | 2,762 |
Product development costs |  |  | 3,570 |  |  |  | - |
Selling, general and administrative expenses |  |  | 137,513 |  |  |  | 88,964 |
Total share-based compensation expense included in consolidated statement of operations |  | $ | 147,094 |  |  | $ | 92,517 |

Concentrations

Three customers accounted for 39%, 28%, and 17% of the Company’s revenue for the three months ended March 31, 2023. One customer accounted for 35% of the Company’s revenue for the three months ended March 31, 2022.

Three customers accounted for 68%, 20%, and 10% of the Company’s accounts receivable as of March 31, 2023. Two customers accounted for 57% and 43% of the Company’s accounts receivable as of December 31, 2022.

Recently Issued Accounting Pronouncements

In March 2023, the FASB issued ASU 2023-01 to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions of the arrangement. The amendments are effective in periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company does not expect this ASU to have a material impact on its consolidated results of operations, cash flows and financial position.

14

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

In December 2022, the FASB issued ASU No. 2022-06, which defers the sunset date of Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) from December 31, 2022 to December 31, 2024. ASU No. 2022-06 was effective upon issuance. Topic 848 provides temporary optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting, providing optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company does not expect this ASU to have a material impact on its consolidated results of operations, cash flows and financial position.

In September 2022, the FASB issued Update 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. The update was issued in response to requests from financial statement users for increased transparency surrounding the use of supplier finance programs. The amendments in Update 2022-04 require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its consolidated results of operations, cash flows and financial position.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires companies to apply ASC 606, “Revenue from Contracts with Customers” to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805, which uses fair value. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted, and the guidance should be applied prospectively. The impact of the standard on Company’s consolidated financial statements is dependent on the size and frequency of any future acquisitions the Company may complete.

In March 2020, the FAS issued ASU No. 2020-04 “Reference Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments are effective for the Company as of March 12, 2020 through December 31, 2022. The adoption of this guidance has not had a material impact on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

15

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Note 2 – Leases

In February 2016 the FASB issued ASU 2016-02, Leases (Topic 842) (“ASC 842” or the “new lease standard”). The Company adopted ASC 842 as of January 1, 2019, using the effective date method.

The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the “package of practical expedients” which allow the Company to not reassess: (i) whether existing or expired arrangements contain a lease, (ii) the lease classification of existing or expired leases, or (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new lease standard.

On July 28, 2021, the Company entered into an agreement to lease 11,491 square feet of office and manufacturing space (the “New Facility Lease”), in Louisville, CO. The New Facility Lease commenced on November 1, 2021 and continues through January 31, 2027. From November 2021 through January 2022, the monthly rent was abated. Beginning February 2022, the monthly rent is $10,055 and will increase by 3% annually every November through the end of the New Facility Lease term. Pursuant to the New Facility Lease, the Company made a security deposit of $14,747. The Company has the option to renew the New Facility Lease for an additional five years. Additionally, the Company pays the actual amounts for property taxes, insurance, and common area maintenance. The New Facility Lease agreement contains customary events of default, representations, warranties, and covenants.

Upon commencement of the New Facility Lease, the Company recognized on the balance sheet an operating lease right-of-use asset and lease liability in the amount of $582,838. The lease liability was initially measured as the present value of the unpaid lease payments at commencement and the ROU asset was initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The renewal option to extend the New Facility Lease is not included in the right-of-use asset or lease liability, as the option is not reasonably certain to be exercised. The Company regularly evaluates the renewal option and when it is reasonably certain of exercise, the Company will include the renewal period in its lease term.

The lease cost, cash flows and other information related to the New Facility Lease were as follows:

Schedule of Lease Cost

|  | As of March 31, 2023 |
Operating lease right-of-use asset |  | $ | 436,549 |
Operating lease liability, current |  | $ | 120,245 |
Operating lease liability, long-term |  | $ | 348,179 |
Remaining lease term |  |  | 3.8 years |
Discount rate |  |  | 3.63 | %

|  | For the Three Months Ended March 31, 2023 |
Operating cash outflow from operating lease |  | $ | 31,069 |

16

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Future annual minimum lease payments on the New Facility Lease as of March 31, 2023 are as follows:

Schedule of Future Annual Minimum Lease Payments

Years ended December 31, |  |  |
2023 (excluding the three months ended March 31, 2023) |  | $ | 124,897 |
2024 |  |  | 128,643 |
2025 |  |  | 132,503 |
2026 |  |  | 136,473 |
Thereafter |  |  | 11,654 |
Total minimum lease payments |  |  | 534,170 |
Less imputed interest |  |  | (65,746 | )
Present value of minimum lease payments |  | $ | 468,424 |

Note 3 – Inventory

Inventory consisted of the following:

Schedule of Inventory

|  | 2023 |  |  | 2022 |
|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
Finished goods |  | $ | 410,208 |  |  | $ | 270,555 |
Work in progress |  |  | 154 |  |  |  | 155 |
Raw materials |  |  | 135,316 |  |  |  | 148,608 |
Allowance for excess & obsolete inventory |  |  | (104,545 | ) |  |  | (70,907 | )
Inventory, net |  | $ | 441,133 |  |  | $ | 348,411 |

Overhead expenses of $14,101 and $12,770 were included in the inventory balance as of March 31, 2023, and December 31, 2022, respectively.

Advance payments on inventory purchases are recorded in prepaid expenses until title for such inventory passes to the Company. Prepaid expenses included approximately $219,000 and $1,176,000 in advance payments for inventory for the periods ended March 31, 2023, and December 31, 2022, respectively.

17

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Note 4 – Property and Equipment

Property and equipment consisted of the following:

Schedule of Property and Equipment

|  | 2023 |  |  | 2022 |
|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
Furniture and equipment |  | $ | 275,994 |  |  | $ | 278,389 |
Vehicles |  |  | 15,000 |  |  |  | 15,000 |
Property and equipment, gross |  |  | 290,994 |  |  |  | 293,389 |
Accumulated depreciation |  |  | (230,281 | ) |  |  | (224,876 | )
Property and equipment, net |  | $ | 60,713 |  |  | $ | 68,513 |

Depreciation expense was $7,500 for the three months ended March 31, 2023. For the three months ended March 31, 2023, $1,214 was allocated to cost of sales, $304 was allocated to inventory with the remainder recorded as selling, general, and administrative expense.

Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

Schedule of Accounts Payable and Accrued Liabilities

|  | 2023 |  |  | 2022 |
|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
Accounts payable |  | $ | 714,586 |  |  | $ | 311,162 |
Sales commissions payable |  |  | 24,468 |  |  |  | 25,951 |
Accrued payroll liabilities |  |  | 167,697 |  |  |  | 465,094 |
Product warranty accrual |  |  | 188,738 |  |  |  | 180,457 |
Other accrued expenses |  |  | 68,645 |  |  |  | 224,594 |
Total |  | $ | 1,164,134 |  |  | $ | 1,207,258 |

Note 6 – Commitments and Contingencies

Litigation

From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that a liability has been incurred and the amount of the loss is known. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

Leases

The Company has a lease agreement for its manufacturing and office space. Refer to Note 2 Leases above.

Other Commitments

In the ordinary course of business, the Company enters into commitments to purchase inventory and may also provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors, and employees of acquired companies, in certain circumstances.

18

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Note 7 – Stockholders’ Equity (Deficit)

As of March 31, 2023, the Company had 200,000,000 shares of common stock and 25,000,000 shares of preferred stock authorized at a $0.00001 par value.

As of March 31, 2023, 8,076,372 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding.

Directors Remuneration

On January 3, 2022, the Company issued 3,125 non-qualified stock options under the 2021 Equity Incentive Plan to each of two existing directors. The options had an exercise price of $4.80, vested immediately and had a term ending at the earlier of five years after the date on which the optionee’s continuous service ends, or the tenth anniversary on which the option was granted.

On January 17, 2022, the Company issued an RSU grant of 3,367 shares of common stock under the 2021 Equity Incentive Plan to each of two new directors, 1,684 shares of common stock vested immediately on grant date and the remaining 1,683 shares of common stock vested on January 17, 2023. 1,684 shares of common stock were issued on January 17, 2022 to each of the two new directors in settlement of the RSUs that vested immediately and a further 1,683 shares of common stock were issued to each of the two new directors on January 17, 2023 in settlement of the remainder.

On January 3, 2023, the Company issued an RSU grant of 29,758 shares of common stock under the 2021 Equity Incentive Plan to each of its four independent directors. The RSUs were granted as an equity retention award pursuant to the Company’s compensation plan for independent directors effective January 17, 2022 and vested immediately on the grant date. A total of 119,032 shares of the Company’s common stock were issued in settlement of the RSUs.

Revised Compensation Plan

On January 17, 2022, the Board of Directors revised the previously adopted compensation plan. This plan superseded the plan adopted on August 20, 2021. The Plan was effective retroactively for the then current independent directors and for independent directors elected or appointed after the Effective Date.

The plan is divided into two phases: from the Effective Date of the Plan until February 9, 2022, the day prior to the listing of the Company securities on Nasdaq. (“Pre-uplist”) and from February 10, 2022, the uplist date forward (“Post-uplist”).

Pre-uplist phase: The Company paid its independent directors an annual cash fee of $15,000, payable quarterly in advance on the first business day of each quarter, as consideration for their participation in: (i) any regular or special meetings of the Board or any committee thereof attended in person, (ii) any telephonic meeting of the Board or any committee thereof in which the director is a member, (iii) any non-meeting consultations with the Company’s management, and (iv) any other services provided by them in their capacities as directors (other than services as the Chairman of the Board, the Chairman of the Company’s Audit Committee, and the Committee Chairman).

19

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

At the time of initial election or appointment, each independent director received an equity retention award in the form of restricted stock units (“RSUs”). The aggregate value of the RSUs at the time of grant was to be $25,000, with the number of shares underlying the RSUs to be determined based on the closing price of the Company’s common stock on the date immediately prior to the date of grant. Vesting of the RSUs was as follows: (i) 50% at the time of grant, and (ii) 50% on the first anniversary of the grant date.

In addition, on the first business day of January each year, each independent director will also receive an equity retention award in the form of RSUs. The aggregate value of the RSUs at the time of grant will be $25,000, with the number of shares underlying the RSUs to be determined based on the closing price of the Company’s common stock on the date immediately prior to the date of grant. These RSUs will be fully vested at date of grant.

The Company pays the Audit Committee Chairman an additional annual fee of $10,000, payable quarterly in advance, for services as the Audit Committee Chairman.

The Company pays the Chairmen of any other committees of the Board an additional annual fee of $5,000, payable quarterly in advance, for services as a Committee Chairman.

There is no additional compensation paid to members of any committee of the Board. Interested (i.e. Executive directors) serving on the Board do not receive compensation for their Board service.

Post-uplist phase: The Company will pay its independent directors an annual cash fee of $25,000, payable quarterly in advance on the first business day of each quarter. All other terms remain the same.

Each director is responsible for the payment of any and all income taxes arising with respect to the issuance of common stock and the vesting and settlement of RSUs.

The Company reimburses independent directors for out-of-pocket expenses incurred in attending Board and committee meetings and undertaking certain matters on the Company’s behalf.

All independent directors, Messrs. Shipley, Etten, Reisner, and Mariathasan are subject to the Plan.

Each independent director is responsible for the payment of any and all income taxes arising with respect to the issuance of any equity awarded under the plan, including the exercise of any non-qualified stock options.

Employee directors do not receive separate fees for their services as directors.

Reverse Stock Split

On January 17, 2022, the Company’s Board of Directors approved a reverse stock split at a ratio of one-for-one hundred and fifty. The reverse stock split was implemented effective January 27, 2022. The par value for the Common Stock was not affected.

An additional 6,798 shares of common stock were issued to round up partial shares following the reverse split.

As a result of this reverse stock split, the number of the Company’s shares of common stock issued and outstanding at December 31, 2021 was reduced from 240,125,224 to 1,600,835. All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented.

20

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Change in Authorized Share Capital

In connection with the aforementioned reverse stock split, the Company’s Board of Directors approved the reduction of the authorized capital of the Company to 200,000,000 shares of common stock and 25,000,000 shares of preferred stock.

Equity Raise

On February 10, 2022, the Company signed a firm commitment underwriting agreement for the public offering of shares of common stock and warrants, which closed on February 15, 2022. The Company received net proceeds of approximately $22 million for the sale of 5,811,138 shares of common stock and 6,572,808 warrants, each warrant to purchase one share of common stock for five years, exercisable immediately, at an exercise price of $5.00. The Company also issued to the representative of the underwriters 290,557 warrants, each warrant to purchase one share of common stock at an exercise price of $5.1625, during the period commencing August 9, 2022, and expiring on February 10, 2027.

Warrant Exercise

On June 21, 2022, the Company issued 169,530 shares of its common stock in connection with the cashless exercise of 170,382 prefunded conversion warrants.

Note 8 – Equity Incentive Plans

2017 Equity Incentive Plan

Under the Company’s 2017 Equity Incentive Plan, as may be modified and amended by the Company from time to time (the “2017 Equity Plan”), the Board of Directors (the “Board”) (or the compensation committee of the Board, if one is established) may award stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock unit awards (“RSUs”), shares granted as a bonus or in lieu of another award, and other stock-based performance awards. The 2017 Equity Plan allocates 333,333 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the 2017 Equity Plan. If any shares subject to an award are forfeited, expire, or otherwise terminate without issuance of such shares, the shares will, to the extent of such forfeiture, expiration, or termination, again be available for awards under the 2017 Equity Plan.

During the three months ended March 31, 2023, no shares or options were issued, or cancelled under the 2017 Plan.

As of March 31, 2023, of the 333,333 shares authorized under the 2017 Plan for equity awards, 163,692 shares have been issued, awards relating to 147,177 options remain outstanding, and 22,464 shares remain available for future equity awards.

21

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

2021 Equity Incentive Plan

On March 22, 2021, the Board approved the 2021 Equity Incentive Plan (the “2021 Equity Plan”), which was approved by the stockholders on July 22, 2021. The 2021 Equity Plan permits the Board to grant awards of up to 666,667 shares of common stock. The 2021 Equity Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-qualified stock options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock unit awards and other equity linked awards to our employees, consultants, and directors. If an equity award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., the holder of the award receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of common stock that may be issued pursuant to this Plan.

During the three months ended March 31, 2023, the Company issued 122,398 shares of its common stock in settlement of restricted stock units issued to its independent directors under the 2021 Equity Incentive Plan, pursuant to the Director Compensation plan adopted on January 17, 2022.

During the three months ended March 31, 2023,138,491 non-qualified stock options were issued to five employees and three former employees in respect of the Company’s 2021 Equity Incentive Plan. The options vested immediately, have a term of 10 years and an exercise price of $0.8955. An expense of $89,970 in respect of this issuance had been accrued in 2022. An additional expense of $32,376 was recognized in 2023 upon management and board finalization and approval of the awards.

As of March 31, 2023, of the 666,667 shares authorized under the 2021 Equity Plan, 132,568 shares have been issued in settlement of restricted stock units, awards relating to 183,615 non-qualified stock options, and 40,816 incentive stock options remain outstanding, and 309,668 shares remain available for future equity awards.

There was $45,919 in unrecognized compensation expense for unvested non-qualified stock options, and incentive stock options at March 31, 2023 which will be recognized over approximately 2 years.

Non-Qualified and Incentive Stock Options

A summary of the non-qualified stock options and incentive stock options granted to employees and consultants under the 2017 and 2021 Equity Plans during the three months ended March 31, 2023, are presented in the table below:

Schedule of Stock Option Activity

|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term |  |  | Aggregate Intrinsic Value |
Outstanding, December 31, 2022 |  |  | 192,073 |  |  | $ | 8.94 |  |  |  | 7.6 |  |  | $ | - |
Granted |  |  | 138,489 |  |  | $ | 0.90 |  |  |  | 8.4 |  |  | $ | - |
Exercised |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |
Forfeited |  |  | (500 | ) |  | $ | 6.10 |  |  |  | 8.9 |  |  | $ | - |
Expired |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |
Outstanding, March 31, 2023 |  |  | 330,062 |  |  | $ | 5.57 |  |  |  | 7.6 |  |  | $ | - |
Exercisable, March 31, 2023 |  |  | 304,972 |  |  | $ | 5.59 |  |  |  | 8.2 |  |  | $ | - |

22

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

A summary of non-vested non-qualified stock options activity for employees and consultants under the 2017 and 2021 Equity Plans for the three months ended March 31, 2023, are presented in the table below:

Summary of Non-vested Non-qualified Stock Option Activity

﻿ |  | Number of Options |  |  | Weighted Average Grant-Date Fair Value |  |  | Aggregate Intrinsic Value |  |  | Grant-Date Fair Value |
﻿ |  |  |  |  |  |  |  |  |  |  |  |
Nonvested, December 31, 2022 |  |  | 43,846 |  |  | $ | 5.65 |  |  | $ | - |  |  | $ | 247,730 |
Granted |  |  | 138,489 |  |  | $ | 0.88 |  |  | $ | - |  |  | $ | 122,346 |
Vested |  |  | (156,912 | ) |  | $ | 1.49 |  |  | $ | - |  |  | $ | (234,296 | )
Forfeited |  |  | (333 | ) |  | $ | 6.67 |  |  | $ | - |  |  | $ | (2,225 | )
Expired |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Nonvested, March 31, 2023 |  |  | 25,090 |  |  | $ | 4.98 |  |  | $ | - |  |  | $ | 133,555 |

For the three months ended March 31, 2023 and March 31, 2022, the Company recorded $45,778 and $32,939 as compensation expense related to vested options issued to employees and consultants, net of forfeitures, respectively.

A summary of the non-qualified stock options granted to directors under the 2017 Equity Plan and the 2021 Equity Plan, during the three months ended March 31, 2023, are presented in the table below:

Schedule of Stock Option Activity

|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term |  |  | Aggregate Intrinsic Value ($000) |
Outstanding, December 31, 2022 |  |  | 57,122 |  |  | $ | 9.44 |  |  |  | 6.0 |  |  | $ | - |
Granted |  |  | - |  |  |  | - |  |  |  | 0.0 |  |  | $ | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  | $ | - |
Forfeited/Cancelled |  |  | - |  |  |  | - |  |  |  | - |  |  | $ | - |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  | $ | - |
Outstanding, March 31, 2023 |  |  | 57,122 |  |  | $ | 9.44 |  |  |  | 5.7 |  |  | $ | - |
Exercisable, March 31, 2023 |  |  | 57,122 |  |  | $ | 9.44 |  |  |  | 5.7 |  |  | $ | - |

There were no non-vested, non-qualified stock options issued to directors under the 2017 Equity Plan and the 2021 Equity Plan, for the three months ended March 31, 2023.

23

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

During the three months ended March 31, 2023 and March 31, 2022, the Company incurred $0 and $29,656 respectively, as compensation expense related to 0 and 6,250 fully vested options issued to directors, respectively.

Restricted Stock Units

Effective January 3, 2023, the Company issued a total of 119,032 restricted stock units (RSUs) under the 2021 Equity Plan to its four independent directors. These RSUs vested upon grant.

Effective January 17, 2023, the Company settled 3,366 RSUs that had been issued on January 17, 2022 to two new directors and that vested after 12 months by the issuance of shares of common stock

During the three months ended March 31, 2023 and March 31, 2022, the Company recorded $101,316 and $29,923, respectively, as compensation expense related to vested RSUs issued to directors.

Schedule of Restricted Stock Units Activity

﻿ |  | Number of Units |  |  | Weighted Average Grant-Date Fair Value |  |  | Aggregate Intrinsic Value |
﻿ |  |  |  |  |  |  |  |  |
Outstanding, December 31, 2022 |  |  | 3,366 |  |  | $ | 7.42 |  |  | $ | - |
Granted |  |  | 119,032 |  |  | $ | 0.84 |  |  | $ | - |
Vested and settled with share issuance |  |  | (122,398 | ) |  | $ | 1.02 |  |  | $ | - |
Forfeited/canceled |  |  | - |  |  | $ | - |  |  | $ | - |
Outstanding, March 31, 2023 |  |  | - |  |  | $ | - |  |  | $ | - |

Note 9 - Warrants

The following table summarizes information with respect to outstanding warrants to purchase common stock during the three months ended March 31, 2023:

Schedule of Outstanding Warrants to Purchase Common Stock

|  |  |  |  |  |  |  | Weighted |  |  | Weighted |  |  |  |
|  |  |  |  |  |  |  | Average |  |  | Average |  |  | Aggregate |
|  | Warrants |  |  | Exercise |  |  | Remaining Life |  |  | Intrinsic |
|  | Outstanding |  |  | Exercisable |  |  | Price |  |  | In Months |  |  | Value |
Outstanding at December 31, 2022 |  |  | 7,623,772 |  |  |  | 7,623,772 |  |  | $ | 5.14 |  |  |  | 49 |  |  |  | - |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding at March 31, 2023 |  |  | 7,623,772 |  |  |  | 7,623,772 |  |  | $ | 5.14 |  |  |  | 46 |  |  |  | - |

The following table summarizes information about warrants outstanding at March 31, 2023:

Schedule of Warrants Outstanding

|  |  | Warrants |  |  | Weighted Average |
Exercise price |  |  | Outstanding |  |  | Exercisable |  |  | Months Outstanding |
| 9.45 |  |  |  | 192,982 |  |  |  | 192,982 |  |  |  | 18 |
| 10.40 |  |  |  | 34,737 |  |  |  | 34,737 |  |  |  | 19 |
| 5.00 |  |  |  | 7,105,496 |  |  |  | 7,105,496 |  |  |  | 47 |
| 5.16 |  |  |  | 290,557 |  |  |  | 290,557 |  |  |  | 47 |
|  |  |  |  | 7,623,772 |  |  |  | 7,623,772 |  |  |  | 46 |

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CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(in US Dollars except share numbers)

(Unaudited)

Note 10 – Income Taxes

As of March 31, 2023, the Company has U.S. federal and state net operating losses (“NOLs”) of approximately $26,380,000, of which $11,196,000 will expire, if not utilized, in the years 2034 through 2037, however, NOLs generated subsequent to December 31, 2017 do not expire but may only be used against taxable income to 80%.

In addition, pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, use of the Company’s NOLs carryforwards may be limited in the event of cumulative changes in ownership of more than 50% within a three-year period. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. Our sale of securities, both in September 2021 and February 2022, will need to be considered for determination of any “ownership change” that we have undergone during a determination period. If an ownership change occurs and our ability to use our net operating loss carryforwards is materially limited, it would harm our future bottom-line operating results by effectively increasing our future tax obligations.

The Company must assess the likelihood that its net deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not likely, the Company establishes a valuation allowance. Management’s judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the net deferred tax assets. The Company recorded a full valuation allowance as of March 31, 2023 and December 31, 2022. Based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize its net deferred tax assets in the foreseeable future. The Company intends to maintain valuation allowances until sufficient evidence exists to support the reversal of such valuation allowances. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with the Company’s plans. Should the actual amounts differ from the Company’s estimates, the carrying value of the Company’s deferred tax assets could be materially impacted.

Note 11 – Related Party Transactions

The Company entered into a manufacturer representative agreement with RSX Enterprises (“RSX”) in March 2021 to become a non-exclusive representative for the Company to assist in marketing and soliciting orders. James R. Shipley, a current director of the Company, has a significant ownership interest in RSX.

Under the manufacturer representative agreement, RSX will act as a non-exclusive representative for the Company within the United States, Canada and Mexico and may receive a commission for qualified customer leads. The agreement had an initial term through December 31, 2021 with automatic one-year renewal terms unless notice is given 90 days prior to each annual expiration. During the three months ended March 31, 2023 and March 31, 2022, the Company paid $18,273 and $7,555, respectively, in commissions under this agreement.

On October 13, 2022, the Company entered into an agreement with Lone Star Bioscience, Inc. (Lone Star) to provide engineering design services. Nicholas Etten, one of our independent directors, is the Chief Executive Officer of Lone Star. The agreement totaled $2,500 with $1,250 received as a deposit in 2022. Another agreement for engineering services was signed on December 20, 2022, in the amount of $10,900. We entered into positive change orders in March of $3,577 increasing the total of the second sales order to $14,477. During the three months ended March 31, 2023, the Company received $14,035 in cash payments for these contracts. Revenue of $16,977 was recorded in the three months ended March 31, 2023 in respect of these agreements.

Note 12 – Subsequent Events

In accordance with ASC 855, Subsequent Events, the Company has evaluated all subsequent events through the date of issuance of these financial statements issued and determined no material subsequent events occurred after March 31, 2023 for which disclosure was required.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report, which include additional information about our accounting policies, practices, and the transactions underlying our financial results, as well as with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Cautionary Statements” appearing elsewhere herein and the risks and uncertainties described or identified in “Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as updated from time to time in the Company’s filings with the SEC, and Part II, Item 1A of this Quarterly Report entitled “Risk Factors.”

Non-GAAP Financial Measures

To supplement our financial results on U.S. generally accepted accounting principles (“GAAP”) basis, we use non-GAAP measures including net bookings, backlog, as well as adjusted net income (loss) which reflects adjustments for certain non-cash expenses such as stock-based compensation, certain debt-related items and depreciation expense. We believe these non-GAAP measures are helpful in understanding our past performance and are intended to aid in evaluating our potential future results. The presentation of these non-GAAP measures should be considered in addition to our GAAP results and are not intended to be considered in isolation or as a substitute for financial information prepared or presented in accordance with GAAP. We believe these non-GAAP financial measures reflect an additional way to view aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. For purposes of this Quarterly Report, (i) “adjusted net income (loss)” and “adjusted operating income (loss)” mean GAAP net income (loss) and operating income (loss), respectively, after adjustment for non-cash equity compensation expense, debt-related items and depreciation expense, and (ii) “net bookings” means new sales contracts executed during the quarter for which we received an initial deposit, net of any adjustments including cancellations and change orders during the quarter.

Our backlog, remaining performance obligations and net bookings may not be indicative of future operating results, and our customers may attempt to renegotiate or terminate their contracts for a number of reasons, including delays in or inability to obtain project financing or licensing or abandonment of the project entirely. Accordingly, there can be no assurance that contracts included in the backlog or remaining performance obligations will actually generate revenues or when the actual revenues will be generated.

Overview

CEA Industries, through our subsidiary, Surna Cultivation Technologies LLC, is a company focused on selling environmental control and other technologies and services to the Controlled Environment Agriculture (“CEA”) industry. The CEA industry aims to optimize the use of horticultural resources such as water, energy, space, capital, and labor, to create an agriculture business that is more efficient and more productive than those that use traditional farming methods. Typically, the CEA industry is focused on indoor agriculture and vertical farming.

Headquartered in Colorado, we leverage our experience in the CEA industry to bring our customers a variety of value-added technology solutions that help improve their overall crop quality and yield, optimize energy and water efficiency, and satisfy the evolving state and local codes, permitting and regulatory requirements. We do this by offering our customers a variety of principal service and product offerings that include: (i) architectural design and licensed engineering of commercial scale thermodynamic systems specific to cultivation facilities, (ii) liquid-based process cooling systems and other climate control systems, (iii) air handling equipment and systems, (iv) air sanitation products, (v) LED lighting, (vi) benching and racking solutions for indoor cultivation, (vii) proprietary and third party controls systems and technologies used for environmental, lighting and climate control, and (viii) preventative maintenance services, through our partnership with a certified service contractor network, for CEA facilities.

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Our revenue stream is currently derived primarily from supplying our products, services and technologies to licensed commercial indoor facilities operating in the cannabis industry. Our customers include state and provincial-regulated CEA growers located primarily in the U.S., Canada. We recently have developed customers in the non-cannabis CEA market to expand our market reach. Customers use our services for building new CEA facilities and expanding or retrofitting existing CEA facilities.

CEA growers currently face a challenging business environment that includes high energy costs, water usage and conservation issues, continuously evolving waste removal regulations, inflationary pressures, and labor shortages. In addition to these issues, our cannabis growing customers face increasingly rigorous quality standards and declining cannabis prices in a growing industry whose standards are constantly evolving.

We support our clients by providing integrated mechanical, electrical, and plumbing (“MEP”) engineering design, proprietary and curated environmental control equipment, and automation offerings that serve the CEA industry. Over our 16 years in business, we have served hundreds of commercial indoor CEA facilities.

We believe our customers partner with us because we have the reputation and experience to help them make cost-conscious and effective decisions on the design and engineering of their indoor cultivation facilities. CEA facilities are resource intensive, and a growing list of states have implemented building code changes that limit energy consumption in cultivation facilities. Energy and resource efficiency is a high priority to us as engineers, and the senior engineers on our team hold the Leadership in Energy and Environmental Design (“LEED”) credential. We believe this sustainability-focused technical experience is crucial in the value we provide to our customers.

We have three core assets that we believe will support us as we pursue our business strategy. First, we enjoy strong relationships with relevant stakeholders in the CEA industry. Largely focused in the cannabis segment, our partnerships include relationships with new and existing growers, capital providers, consultants, independent contractors, and numerous other providers in the segment. These partnerships include agreements reached in 2022 with Merida Capital and Hydrobuilder Holdings LLC. In June we announced a marketing arrangement with Merida Capital, a cannabis-focused private equity firm, whereby Merida will use CEA Industries Inc. as its sole provider of certain products and services for its indoor cultivation facilities. This relationship resulted in a new contract in October 2022 with one of Merida’s Connecticut based clients. In November of 2022 we announced a strategic alliance with Hydrobuilder Holdings that we believe will result in more project opportunities.

Second, our experience in this industry over time has built up specialized engineering know-how and experience. We have been serving indoor cultivators since 2006 and designing CEA cultivation facilities since 2016. Since then, we have tested and solidified best practices from designing environmental control systems for CEA cultivation facilities.

Third, we have a line of proprietary environmental control products that support the specific growing environments that our customers want. We believe these products offer significant benefits to our customers.

Shares of our common stock and warrants are traded on the Nasdaq Capital Markets under the ticker symbols “CEAD” and “CEADW”, respectively.

Impact of the COVID-19 Pandemic on Our Business

As a result of the government measures to control the COVID-19 pandemic, there continue to be disruptions in business operations around the world, with a persistent impact on our business.

We still are experiencing delays with our international supply of products and shipments from vendors. While these delays have improved in recent months, we, along with many other importers of goods across all industries, continue to experience supply chain disruption. Also, shipping times are still longer than they were prior to the COVID-19 pandemic. We continue to work diligently with our network of freight partners and suppliers to expedite delivery dates and provide solutions to reduce further impact and delays. However, we are unable to determine the full impact of these delays and how long they will continue as they are out of our control.

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Impact of Ukrainian Conflict

We believe that the conflict between Ukraine and Russia does not have any direct impact on our operations, financial condition, or financial reporting. We believe the conflict will have only a general impact on our operations in the same manner as it is having a general impact on all businesses that have their operations limited to North America resulting from international sanction and embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from the Ukraine or Russia, supply chain challenges, and the international and US domestic inflation resulting from the conflict and government spending for the Ukraine and funding of our country’s response. As our operations are related only to the North American controlled agricultural industry, largely within the cannabis space, we do not believe we will be targeted for cyber-attacks related to this conflict. We have no operations in the countries directly involved in the conflict or are specifically impacted by any of the sanctions and embargoes, as we principally operate in the United States and Canada. We do not believe that the conflict will have any impact on our internal control over financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the Ukrainian conflict.

Our Bookings, Backlog and Revenue

During the three months ended March 31, 2023, we executed new sales contracts with a total contract value of $767,000. During this same period, we had positive change orders of $59,000. After adjustments for these change orders, our net bookings in the three months ended March 31, 2023 were $826,000, representing an increase of $619,000 (or 300%) from net bookings of $206,000 in the fourth quarter of 2022.

Our backlog at March 31, 2023 was $1,869,000, a decrease of $3,709,000, or 67%, from December 31, 2022. The decrease in backlog is the result of higher revenue in the first quarter and lower bookings in the second half of 2022. Our backlog at March 31, 2023 includes booked sales orders of $379,000 (20% of the total backlog) from three customers that we do not expect to be realized until 2024, if at all. Included in the 2024 projected revenue is one booked sales order of $279,000 (15% of the total backlog) from one customer that we believe is at risk of cancellation based on conversations with this customer. We believe the sales orders in these portions of our backlog have an elevated level of risk and may, ultimately, be delayed or cancelled by our customers. Therefore, investors should not view backlog as earned revenue.

The following table sets forth: (i) our beginning backlog (the remaining contract value of outstanding sales contracts for which we have received an initial deposit as of the previous period), (ii) our net bookings for the period (new sales contracts executed during the period for which we received an initial deposit, net of any adjustments including cancellations and change orders during the period), (iii) our recognized revenue for the period, and (iv) our ending backlog for the period (the sum of the beginning backlog and net bookings, less recognized revenue). Based on the current economic climate and our cost cutting measures, there is no assurance that we will be able to continue to obtain the level of bookings that we have had in the past and or fulfill our current backlog, and we may experience contract cancellations, project scope reductions and project delays.

Our recognized revenue for the quarter ended March 31, 2023, in the table below, excludes $148,776 in revenue arising from the forfeiture of non-refundable deposits from former customers on previously cancelled contracts. The contracts were removed from the backlog at the time of cancellation.

|  | For the quarter ended |
|  | March 31, 2022 |  |  | June 30, 2022 |  |  | September 30, 2022 |  |  | December 31, 2022 |  |  | March 31, 2023 |
Backlog, beginning balance |  | $ | 10,818,000 |  |  | $ | 11,179,000 |  |  | $ | 9,698,000 |  |  | $ | 6,832,000 |  |  | $ | 5,577,000 |
Net bookings, current period |  | $ | 2,105,000 |  |  | $ | 1,534,000 |  |  | $ | 2,197,000 |  |  | $ | 206,000 |  |  | $ | 826,000 |
Recognized revenue, current period |  | $ | 1,744,000 |  |  | $ | 3,015,000 |  |  | $ | 5,063,000 |  |  | $ | 1,461,000 |  |  | $ | 4,534,000 |
Backlog, ending balance |  | $ | 11,179,000 |  |  | $ | 9,698,000 |  |  | $ | 6,832,000 |  |  | $ | 5,577,000 |  |  | $ | 1,869,000 |

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The completion of a customer’s new build facility project is dependent upon the customer’s ability to secure funding and real estate, obtain a license and then build their cultivation facility so they can take possession of the equipment. Accordingly, the time it takes for these customers to complete a new build project, which corresponds to when we are able to recognize revenue, is driven by numerous factors including: (i) the large number of first-time participants interested in the indoor cannabis cultivation business; (ii) the complexities and uncertainties involved in obtaining state and local licensure and permitting; (iii) local and state government delays in approving licenses and permits due to lack of staff or the large number of pending applications, especially in states where there is no cap on the number of cultivators; (iv) the customer’s need to obtain cultivation facility financing; (v) the time needed, and coordination required, for our customers to acquire real estate and properly design and build the facility (to the stage when climate control systems can be installed); (vi) the large price tag and technical complexities of the climate control and air sanitation systems; (vii) the availability of power; and (viii) delays that are typical in completing any construction project.

As has historically been the case for the Company at each quarter-end, there remains significant uncertainty regarding the timing of revenue recognition of our backlog as of March 31, 2023.

We have provided an estimate in our condensed consolidated financial statements for when we expect to recognize revenue on our remaining performance obligations (i.e., our Q1 2023 backlog), using separate time bands, with respect to engineering only paid contracts and partial equipment paid contracts. There continues to be significant uncertainty regarding the timing of our recognition of revenue on our Q1 2023 backlog. Refer to the Revenue Recognition section of Note 1 in our condensed consolidated financial statements, included as part of this Quarterly Report for additional information on our estimate of future revenue recognition on our remaining performance obligations.

Our backlog, remaining performance obligations, and net bookings may not be indicative of future operating results, and our customers may attempt to renegotiate or terminate their contracts for a number of reasons, including delays in or inability to obtain project financing or licensing or abandonment of the project entirely. Accordingly, there can be no assurance that contracts included in backlog or remaining performance obligations will generate revenues or when the revenues will be generated. Net bookings and backlog are considered non-GAAP financial measures, and therefore, they should be considered in addition to, rather than as a substitute for, our GAAP measures for recognized revenue, deferred revenue, and remaining performance obligations. Further, we can provide no assurance as to the profitability of our contracts reflected in remaining performance obligations, backlog and net bookings.

Results of Operations

Comparison of Three Months Ended March 31, 2023 and March 31, 2022

Revenues and Cost of Goods Sold

Revenue for the three months ended March 31, 2023 was $4,683,000, compared to $1,744,000 for the three months ended March 31, 2022, representing an increase of $2,939,000, or 169%. The increase was primarily due to improvements in our supply chain and the ability to deliver products with fewer delays on contract fulfillment and revenue recognition on existing contracts.

Cost of revenue increased by $2,175,000, or 132%, from $1,654,000 for the three months ended March 31, 2022 to $3,829,000 for the three months ended March 31, 2023. The increase was primarily due to an increase in revenue and a decrease in fixed costs as a percentage of revenue, as discussed below.

Our gross profit for the three months ended March 31, 2023 was $853,000 compared to $91,000 for the three months ended March 31, 2022, an increase of 837%. Gross profit margin increased by 13 percentage points from 5.2% for the three months ended March 31, 2022 to 18.2% for the three months ended March 31, 2023 primarily due to higher revenue and a decrease in fixed costs as a percentage of revenue, as described below. Additionally, total revenue in the three months ended March 31, 2023 includes $149,000 from forfeited, non-refundable deposits from former customers on previously cancelled contracts.

Our fixed costs (which include engineering, service, manufacturing and project management salaries and benefits and manufacturing overhead) totaled $391,000, or 8.3% of total revenue, for the three months ended March 31, 2023 as compared to $359,000, or 21% of total revenue, for the three months ended March 31, 2022. The increase of $32,000 was primarily due to an increase in salaries and benefits (including stock-based compensation) of $30,000.

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Our variable costs (which include the cost of equipment, outside engineering costs, shipping and handling, travel and warranty costs) totaled $3,439,000, or 73% of total revenue, during the three months ended March 31, 2023, as compared to $1,295,000, or 74% of total revenue, in the three months ended March 31, 2022. The increase in variable costs was primarily due to: (i) an increase in equipment costs of $2,136,000 driven by higher revenue and slightly lower equipment margins, (ii) an increase in excess and obsolete inventory expense of $30,000, (iii) an increase in warranty expense of $6,000, offset by, (iv) a decrease in outside engineering costs of $17,000, and (v) a decrease in travel of $13,000.

We continue to focus on gross margin improvement through a combination of efforts, including more disciplined pricing, better absorption of our fixed costs as we convert our bookings into revenue, and the implementation over time of lower-cost supplier alternatives.

Operating Expenses

Operating expenses decreased to $1,299,000 for the three months ended March 31, 2023, from $1,702,000 for the three months ended March 31, 2022, a decrease of $403,000, or 24%. The operating expense decrease consisted of: (i) a decrease in selling, general and administrative expenses (“SG&A expenses”) of $291,000, (ii) a decrease in product development of $63,000, and (iii) a decrease in advertising and marketing expenses of $49,000.

Our decrease in SG&A expenses for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, was primarily due to: (i) a decrease of $202,000 in salaries and benefits (including stock-based compensation) and other employee related costs, (ii) a decrease in accounting and other professional fees of $127,000, (iii) a decrease in travel of $21,000, (iv) a decrease of $12,000 for facility and office expenses, (v) a decrease in loss on asset disposal of $5,000, offset by (i) an increase in insurance of $21,000, (ii) an increase for investor relations and board fees of $21,000, (iii) an increase in bad debt expense of $20,000, (iv) an increase of $11,000 for commissions, and (v) an increase in business taxes and licenses of $3,000.

The decrease in product development costs was due to (i) a decrease in salaries and benefits (including stock-based compensation) of $47,000, (ii) a decrease in R&D consulting and materials expense of $10,000, and a decrease in travel of $6,000.

The decrease in marketing expenses was primarily due to (i) a decrease in outside services and other marketing expenses of $31,000, (ii) a decrease in advertising and promotion of $28,000, offset by (iii) an increase of $11,000 in salaries and benefits, primarily due to severance payments from our reduction in force in February.

Operating Income (Loss)

We recognized an operating loss of $446,000 for the three months ended March 31, 2023, as compared to an operating loss of $1,611,000 for the three months ended March 31, 2022, a decrease of $1,165,000 or 72%. The operating loss for the three months ended March 31, 2023 included $147,000 of non-cash, stock-based compensation, and $6,000 of depreciation expense, compared to $93,000 of non-cash, stock-based compensation and $7,000 of depreciation expense for the three months ended March 31, 2022. Excluding these non-cash items, our operating loss decreased by $1,219,000.

Other Income (Expense)

We recognized other income (net) of $15,000 for the three months ended March 31, 2023, compared to other income (net) of $188,000 for the three months ended March 31, 2022. Other income for the three months ended March 31, 2023 primarily consisted of interest income on a money market account. Other income for the three months ended March 31, 2022 primarily consisted of proceeds from an insurance settlement.

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Net Income (Loss)

Overall, we recognized a net loss of $431,000 for the three months ended March 31, 2023, as compared to a net loss of $1,423,000 for the three months ended March 31, 2022, a decrease of $992,000 or 70%. The net loss for the three months ended March 31, 2023 included $147,000 of non-cash, stock-based compensation, and $6,000 of depreciation expense, compared to $93,000 of non-cash, stock-based compensation and $7,000 of depreciation expense for the three months ended March 31, 2022. Excluding these non-cash items, our net loss decreased by $1,045,000.

Financial Condition, Liquidity and Capital Resources

Cash, Cash Equivalents

As of March 31, 2023, we had cash and cash equivalents of $15,948,000, compared to cash and cash equivalents of $18,637,000 as of December 31, 2022. The $2,689,000 decrease in cash and cash equivalents during the three months ended March 31, 2023, was primarily the result of cash used in operations. Our cash is held in bank depository accounts in a financial institution. During the three months ended March 31, 2023, we held deposits in this financial institution that exceeded the federally insured amount.

As of March 31, 2023, we had accounts receivable (net of allowance for doubtful accounts) of $62,000, inventory (net of excess and obsolete allowance) of $441,000, and prepaid expenses and other assets of $471,000 (including $219,000 in advance payments on inventory purchases). While we typically require advance payment before we commence engineering services or ship equipment to our customers, we have made exceptions requiring us to record accounts receivable, which carry a risk of non-collectability especially since most of our customers are funded on an as-needed basis to complete facility construction. We expect our exposure to accounts receivable risk to increase as we continue to pursue larger projects.

As of March 31, 2023, we had total accounts payable and accrued expenses of $1,164,000, deferred revenue of $1,103,000, and the current portion of operating lease liability of $120,000. As of March 31, 2023, we had working capital of $14,535,000, compared to working capital of $14,724,000 as of December 31, 2022. The decrease in our working capital was primarily related to (i) a decrease in deferred revenue of $3,236,000, (ii) a decrease in cash of $2,689,000, and (iii) a decrease in prepaid expense of $1,019,000.

We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business. We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future.

Because of the post-pandemic macro-economic and CEA industry economy that has developed during 2021 and 2022, and is continuing into 2023, we cannot predict the continuing level of working capital that we will have in the future. Additionally, we cannot predict that our future financial position will not deteriorate due to cancelled or delayed contract fulfillment, reduced sales and our ability to perform our contracts. As mentioned elsewhere, we have taken steps to conserve our cash resources by reducing staff and taking other cost-cutting measures.

Summary of Cash Flows

The following summarizes our approximate cash flows for the three months ended March 31, 2023 and March 31, 2022:

|  | For the Three Months Ended March 31, |
|  | 2023 |  |  | 2022 |
Net cash used in operating activities |  | $ | (2,689,000 | ) |  | $ | 193,000 |
Net cash used in investing activities |  |  | - |  |  |  | (14,000 | )
Net cash provided by financing activities |  |  | - |  |  |  | 19,695,000 |
Net increase (decrease) in cash |  | $ | (2,689,000 | ) |  | $ | 19,874,000 |

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Operating Activities

We incurred a net loss for the three months ended March 31, 2023 of $431,000 and have an accumulated deficit of $34,710,000 as of March 31, 2023.

Cash used in operations for the three months ended March 31, 2023 was $2,689,000 compared to cash provided from operating activities of $193,000 for the three months ended March 31, 2022, an increase in cash usage of $2,882,000.

The increase in cash used in operating activities during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, was primarily attributable to: (i) an increase in cash used to fund working capital of $4,063,000, (ii) a decrease in net loss of $992,000, and (iii) an increase in non-cash operating charges of $189,000.

The decrease in our working capital was primarily related to (i) a decrease in deferred revenue of $3,236,000, (ii) a decrease in cash of $2,689,000, and (iii) a decrease in prepaid expense of $1,019,000.

The increase in non-cash operating charges was primarily due to higher share-based compensation of $145,000 and an increase in the provision for excess and obsolete inventory of $30,000.

Investing Activities

Cash used in investing activities during the three months ended March 31, 2023 was $0. Cash used in investing activities during the three months ended March 31, 2022 of $14,000 was related to the purchase of property and equipment.

Financing Activities

There were no cash flows from financing activities during the three months ended March 31, 2023.

Cash flows from financing activities during the three months ended March 31, 2022, was the result of cash proceeds from the sale of common stock and warrants (net of issuance costs) of $21,711,000, offset by a cash payment of $2,016,000 for the redemption of series B preferred stock, including related dividends.

Common Stock Equity Offering

On February 10, 2022, the Company signed a firm commitment underwriting agreement for the public offering of shares of common stock and warrants, which closed on February 15, 2022. The Company received net proceeds of approximately $21,711,000 for the sale of 5,811,138 shares of common stock and 6,572,808 warrants, each warrant to purchase one share of common stock for five years, exercisable immediately, at an exercise price of $5.00. The Company also issued to the representative of the underwriters 290,557 warrants, each warrant to purchase one share of common stock at an exercise price of $5.16, during the period commencing August 9, 2022, and expiring on February 10, 2027.

The net proceeds from the offering will be used to advance the Company’s organic growth and new product initiatives, to pursue select acquisitions, and for general corporate and working capital purposes. In connection with this offering, we received approval to list our common stock on the Nasdaq Capital Market under the symbol “CEAD” and our warrants under the symbol “CEADW”. Effective February 10, 2022, trading of both shares of the Company’s common stock and certain of the Company’s warrants commenced on the Nasdaq.

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Inflation

Recently, our operations have started to be influenced by the inflation existent in the larger economy and in the industries related to building renovations, retrofitting and new build facilities in which we operate. We are likely to continue to face inflationary increases on the cost of products and our operations, which may adversely affect our margins and financial results and the pricing of our service and product supply contracts. Inflation is reflected in higher wages, increased pricing of equipment and other products that we have contracted to provide to our customers, and generally higher prices across all sectors of the economy. As we move forward, we plan to continuously monitor our various contract terms and may decide to add clauses that will permit us to adjust pricing if inflation and price increase pressures on us will impact our ability to perform our contracts and maintain our margins.

Contractual Payment Obligations

As of March 31, 2023, our contractual payment obligations consisted of a building lease. Refer to Note 2 – Leases of the notes to the condensed consolidated financial statements, included as part of this Quarterly Report for a discussion of building lease.

Commitments and Contingencies

Refer to Note 6 – Commitments and Contingencies of the notes to the condensed consolidated financial statements, included as part of this Quarterly Report for a discussion of commitments and contingencies.

Off-Balance Sheet Arrangements

We are required to disclose any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of March 31, 2023, we had no off-balance sheet arrangements. During the three months ended March 31, 2023, we did not engage in any off-balance sheet financing activities other than those included in the “Contractual Payment Obligations” discussed above and those reflected in Note 6 of our condensed consolidated financial statements.

Recent Developments

Refer to Note 12 - Subsequent Events of the notes to condensed consolidated financial statements, included as part of this Quarterly Report for certain significant events occurring since March 31, 2023.

Critical Accounting Estimates

This discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results could materially differ from those estimates. Key estimates include: allocation of transaction prices to performance obligations under contracts with customers, standalone selling prices, timing of expected revenue recognition on remaining performance obligations under contracts with customers, valuation of intangible assets, valuation of equity-based compensation, valuation of deferred tax assets and liabilities, warranty accruals, accounts receivable and inventory allowances, and legal contingencies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, therefore are not required to provide the information under this item.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Principal Financial and Accounting Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that as a result of material weakness in our internal control over financial reporting as described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC, our disclosure controls and procedures were not effective as of March 31, 2023.

We did not maintain effective controls over certain aspects of the financial reporting process because: (i) we lack a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements, (ii) there is inadequate segregation of duties due to our limited number of accounting personnel, and (iii) we have insufficient controls and processes in place to adequately verify the accuracy and completeness of spreadsheets that we use for a variety of purposes including revenue, taxes, stock-based compensation and other areas, and place significant reliance on, for our financial reporting.

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We are committed to continuing to improve our financial organization including, without limitation, expanding our accounting staff and improving our systems and controls to reduce our reliance on the manual nature of our existing systems. However, due to our size and our financial resources, remediating the several identified weaknesses has not been possible and may not be economically feasible now or in the future.

Changes in Internal Control over Financial Reporting

There were no changes identified in connection with our internal control over financial reporting during the three months ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any material legal proceedings, nor are we aware of any pending or threatened litigation that would have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably. We have and will continue to have commercial disputes arising in the ordinary course of our business.

Item 1A. Risk Factors

In addition to the information set forth in this Form 10-Q, you should also carefully review and consider the risk factors contained in our other reports and periodic filings with the SEC, including, without limitation, the risk factors and uncertainties contained under the caption “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 that could materially and adversely affect our business, financial condition, and results of operations. The risk factors discussed in that Form 10-K do not identify all risks that we face because our business operations could also be affected by additional factors that are not known to us or that we currently consider to be immaterial to our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On April 10, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period between February 24, 2023, through April 6, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until October 9, 2023 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

In order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify for the additional time, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all the other listing standards for The Nasdaq Capital Market and will need to provide written plan to cure the deficiency during the second compliance period. The Company may be granted an additional 180 calendar days to regain compliance if the plan is accepted by Nasdaq. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

The letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of The Nasdaq Capital Market.

Item 6. Exhibits

The documents listed in the Exhibit Index of this Form 10-Q are incorporated by reference or are filed with this Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
| (the “Registrant”)
Dated: May 15, 2023 | By: | /s/ Anthony K. McDonald
|  | Anthony K. McDonald
|  | Chief Executive Officer and President
|  | (Principal Executive Officer)
Dated: May 15, 2023 | By: | /s/ Ian K. Patel
|  | Ian K. Patel
|  | Chief Financial Officer
|  | (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit |  |
Number |  | Description of Exhibit
31.1 * |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 * |  | Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** |  | Certification of Principal Financial and Accounting, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* |  | Inline XBRL Instance Document
101.SCH* |  | Inline XBRL Taxonomy Schema
101.CAL* |  | Inline XBRL Taxonomy Calculation Linkbase
101.DEF* |  | Inline XBRL Taxonomy Definition Linkbase
101.LAB* |  | Inline XBRL Taxonomy Label Linkbase
101.PRE* |  | Inline XBRL Taxonomy Presentation Linkbase
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* | Filed herewith.
** | Furnished herewith.

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