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Shareholders’ Equity
 3 Months Ended
Jul. 31, 2025
Equity [Abstract]  
Shareholders’ Equity

Note 11 – Shareholders’ Equity

 

Successor

 

As of July 31, 2025 (Successor), 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 July 31, 2025 (Successor), 860,457 shares of common stock were issued and outstanding.

 

No shares of preferred stock were issued and outstanding at July 31, 2025.

 

During the period June 7, 2025 to July 31, 2025 (Successor), the following issuances of common stock occurred:

 

  ● 39,000 shares of commons stock were issued as partial consideration for acquisition of the Fat Panda Group of Companies
     
  ● 1,529 shares of common stock were issued to a director in settlement of 1,529 restricted stock units that vested in the period.
     
  ● two warrant holders exercised a total of 119,535 warrants on a cashless basis resulting in the issuance of 17,582 shares of common stock.

 

As further discussed in Note 17 Subsequent Events below:

 

Effective August 6, 2025, 41,754,478 shares of common stock were issued pursuant to a Private Placement Offering for net proceeds of $481,469,924.

 

Effective August 13, 2025, a warrant holder exercised 1,756 warrants on a cashless basis resulting in the issuance of 66 shares of common stock.

 

 

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)

 

Director Compensation Program

 

On December 16, 2024 (the “Effective Date”), the Board adopted a revised compensation plan for directors. The Plan was effective retroactively for the then current independent directors and provided compensation for subsequent directors elected or appointed after the Effective Date of the plan.

 

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 calendar quarter, prorated for the period of service in the year and which is 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) written consent actions, (iv) 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 other Committees’ Chairman).

 

At the time of initial election or appointment, each independent director will receive an equity retention award in the form of restricted stock units (“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 trade date immediately prior to the date of grant. Vesting of the RSUs will be 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 who was not initially appointed or elected in the previous year will 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 trade date immediately prior to the date of grant. These RSUs will be fully vested at date of grant.

 

The Company will pay the Audit Committee Chairman an additional annual fee of $10,000, payable quarterly in advance on the first business day of each calendar quarter, prorated for the period of service in the year, for the services as the Audit Committee Chairman.

 

The Company will pay the Chairmen of any other committee of the Board an additional annual fee of $5,000, payable quarterly in advance on the first business day of each calendar quarter, prorated for the period of service in the year, 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.

 

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

 

Predecessor

 

As of April 30, 2025, the Company was authorized to issue 1,410 shares of common stock.

 

As of April 30, 2025, 1,410 shares of common stock were issued and outstanding

 

No shares of common stock were issued by the Predecessor Company in the periods May 1, 2025 to June 6, 2025 or the three months ended July 31, 2024.

 

 

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)

 

Director Compensation Program

 

A new director compensation program for Canadian directors was adopted effective August 1, 2025. See Note 17 Subsequent Events below.