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Equity Incentive Plans

3 Months Ended

Jul. 31, 2025

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans

Note 12 – Equity Incentive Plans

Successor

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 27,778 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 period June 7, 2025 to July 31, 2025, 1,111 non-qualifying stock options previously issued to certain directors expired, unexercised and 2,700 new non qualifying stock options were issued to new employees under the 2017 Equity Plan.

As of July 31, 2025, of the 27,778 shares authorized under the 2017 Plan for equity awards, 13,641 shares have been issued, awards relating to 12,873 options remain outstanding, and 1,264 shares remain available for future equity awards.

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 55,556 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 period June 7, 2025 to July 31, 2025, 1,529 shares of common stock were issued in settlement of vested restricted stock units issued to a director under the 2021 Equity Plan.

As of July 31, 2025, of the 55,556 shares authorized under the 2021 Equity Plan, 33,267 shares have been issued in settlement of restricted stock units, awards relating to 8,370 non-qualified stock options, 3,401 remain outstanding, and 10,517 shares remain available for future equity awards.

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)

2025 Equity Incentive Plan

On July 27, 2025, the Board approved the 2025 Equity Incentive Plan (the “2021 Equity Plan”), subject to approval by the stockholders. The 2025 Equity Plan permits the Board to grant awards of up to 525,000 shares of common stock. The 2025 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 period June 7, 2025 to July 31, 2025, 524,999 restricted stock units were issued to directors and employees under the 2025 Equity Plan, subject to shareholder approval. As management considers that shareholder approval of the 2025 Equity Plan is probable, the full expense related to the issuance has been recognized in the period

As of July 31, 2025, of the 525,000 shares authorized under the 2025 Equity Plan, subject to shareholder approval, 524,999 have been issued as restricted stock units to directors and employees, subject to shareholder approval and 1 share remains available for future equity awards, subject to shareholder approval

There was $17,512 in unrecognized compensation expense for unvested restricted stock units as of July 31, 2025.

Predecessor

The Predecessor had no Equity Incentive Plans.

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 July 31, 2025, are presented in the tables below:

Schedule of Stock Option Activity

Predecessor

Number of

Options

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contractual

Term

Aggregate

Intrinsic

Value

Outstanding as of April 30, 2025

-

$

-

-

$

-

Granted

-

$

-

-

$

-

Exercised

-

$

-

-

$

-

Forfeited

-

$

-

-

$

-

Expired

-

$

-

-

$

-

Outstanding as of June 6, 2025

-

$

-

-

$

-

Exercisable as of June 6, 2025

-

$

-

-

$

-

Successor
Successor
		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term				Aggregate Intrinsic Value

Outstanding as of June 7, 2025			18,296			$	83.19				5.2			$	-
Granted			2,700			$	7.74				9.9			$	52,056
Exercised			-			$	-				-			$	-
Forfeited			-			$	-				-			$	-
Expired			-			$	-				-			$	-
Outstanding as of July 31, 2025			20,996			$	73.49				5.6			$	-
Exercisable as of July 31, 2025			18,296			$	83.19				5.0			$	-

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)

A summary of the nonvested 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 July 31, 2025, are presented in the tables below:

Predecessor

Number of

Options

Weighted

Average

Grant-Date

Fair Value

Aggregate

Intrinsic

Value

Grant Date

Fair Value

Nonvested as of April 30, 2025

-

$

-

$

-

$

-

Granted

-

$

-

$

-

$

-

Vested

-

$

-

$

-

$

-

Forfeited

-

$

-

$

-

$

-

Expired

-

$

-

$

-

$

-

Nonvested as of June 6, 2025

-

$

-

-

$

-

Successor
Successor
		Number of Options				Weighted Average Grant-Date Fair Value				Aggregate Intrinsic Value				Grant Date Fair Value

Nonvested as of June 7, 2025			-			$	-			$	-			$	-
Granted			2,700			$	7.74			$	52,056			$	20,898
Vested			-			$	-			$	-			$	-
Forfeited			-			$	-			$	-			$	-
Expired			-			$	-			$	-			$	-
Nonvested as of July 31, 2025			2,700			$	7.74			$	52,056			$	20,898

Effective June 11, 2025, 2,700 stock options were issued to employees with an exercise price of $7.74, a 10-year term and a 1-year vesting period.

For the period from June 7, 2025 through July 31, 2025 (Successor), the Company recorded $2,780 as compensation expense related to vested options issued to employees and consultants, net of forfeitures of unvested options issued to employees and consultants.

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)

No compensation expense related to vested options issued to employees and consultants, net of forfeitures of unvested options issued to employees and consultants respectively was recognized for the period May 1, 2025 to June 6, 2025 (Predecessor) in respect of the Predecessor company.

A summary of the non-qualified stock options granted to directors under the 2017 and 2021 Equity Plans, during the three months ended July 31, 2025 (Successor), are presented in the tables below:

Schedule of Stock Option Activity

Predecessor

Number of

Options

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contractual

Term

Aggregate

Intrinsic

Value ($000)

Outstanding, April 30, 2025

-

$

-

-

$

-

Granted

-

$

-

-

$

-

Exercised

-

$

-

-

$

-

Forfeited/Cancelled

-

$

-

-

$

-

Expired

-

$

-

-

$

-

Outstanding, June 6, 205

-

$

-

-

$

-

Exercisable, June 6, 2025

-

$

-

-

$

-

Successor
		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term				Aggregate Intrinsic Value ($000)
Outstanding, June 7, 2025			4,760			$	113.34				3.5			$	-
Granted			-			$	-				-			$	-
Exercised			-			$	-				-			$	-
Forfeited			-			$	-				-			$	-
Expired			(1,111	)		$	52				-			$	-
Outstanding, July 31, 2025			3,649			$	131.95				4.4			$	-
Exercisable, July 31, 2025			3,649			$	131.95				4.4			$	-

There were no non-qualified stock options issued to directors under the 2017 Equity Plan and the 2021 Equity Plan, for the period from June 7, 2025 through July 31, 2025 (Successor).

During the period June 7, 2025 to July 31, 2025 (Successor), 1,111 options issued to directors under the 2021 Equity Plan expired, unexercised.

During the period June 7, 2025 through July 31, 2025 (Successor), and May 1, 2025 through June 6, 2025 (Predecessor), the Company incurred no compensation expense related to options issued to directors.

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)

Restricted Stock Units

Effective July 27, 2025, the Company accelerate the vesting of 1,529 restricted stock units issued to a director and settled these units by the issuance of 1,529 shares of common stock.

Effective July 27, 2025, 524,999 restricted stock units were issued to directors and employees under the 2025 Equity Plan, subject to shareholder approval. As management considers that shareholder approval of the 2025 Equity Plan is probable, the full expense related to the issuance has been recognized in the period

During the period June 7, 2025 through July 31, 2025 (Successor), the Company recorded $4,667,231 (Successor) as compensation expense related to vested and vesting RSUs issued to directors and employees.

Schedule of Restricted Units Activity

Predecessor

Number of

Units

Weighted

Average

Grant-Date

Fair Value

Aggregate

Intrinsic

Value

Outstanding, April 30, 2025

-

$

-

$

-

Granted

-

$

-

$

-

Vested and settled with share issuance

-

$

-

$

-

Forfeited/cancelled

-

$

-

$

-

Outstanding, June 6, 2025

-

$

-

$

-

Successor
		Number of Units				Weighted Average Grant-Date Fair Value				Aggregate Intrinsic Value

Outstanding, June 7, 2025			1,529			$	8.18			$	41,314
Granted			524,999			$	8.88			$	14,185,473
Vested and settled with share issuance			(1,529	)		$	8.18			$	(41,314	)
Forfeited/cancelled			-			$	-			$	-
Outstanding, July 31, 2025			524,999			$	8.88			$	14,185,473

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)