XML 33 R20.htm IDEA: XBRL DOCUMENT v3.25.2
Related Party Agreements and Transactions
 4 Months Ended
Apr. 30, 2025
Related Party Transactions [Abstract]  
Related Party Agreements and Transactions

Note 9 – Related Party Agreements and Transactions

 

Agreements and Transaction with a Company Director

 

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, one of our independent directors, 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 four months ended April 30, 2025 and 2024 and the years ended December 31, 2024 and December 31, 2023, the Company paid $0, $0, $6,763 and $18,273, 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 balance due under this 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 2023 of $3,577 increasing the total of the second sales order to $14,477. Revenue and cash of $16,977 was recorded in the year ended December 31, 2023 in respect of these agreements. No transactions were recorded during the four months ended April 30, 2025 and 2024 or the year ended December 31, 2024, in respect of these agreements.

 

 

CEA Industries Inc.

Notes to Consolidated Financial Statements

April 30, 2025

(in US Dollars except share numbers)

 

On June 19, 2024, the Company engaged Nicholas J. Etten, a director of the Company, to provide services covering transaction sourcing and evaluation, in the Company’s effort to arrange for a merger, acquisition, combination or other strategic transaction. Mr. Etten has a background in corporate development and investment banking in multiple industries. Mr. Etten will be paid a weekly fee of $2,500. It is expected that Mr. Etten will provide a minimum of 10 hours per week, up to a maximum of 40 hours a month, as determined by the Company and Mr. Etten. The consulting agreement will be on a month-to-month basis, and either the Company or Mr. Etten may terminate the arrangement on five days’ notice. The Company has agreed to indemnify Mr. Etten in respect of his services to the Company under the agreement. During the four months ended April 30,2025 and 2024, and the year ended December 31, 2024, the Company paid Mr. Etten $40,750, $0, and $58,250, respectively, in respect of services related to this agreement.