CEAD Cea Industries Inc. - 8-K

Item 8.01 Other Events.

On May 22, 2026, CEA Industries Inc. (the “Company”) filed a complaint against 10X Capital LLC (“10X”), in the United States District Court for the District of Delaware, regarding the Company’s Asset Management Agreement with 10X, entered into on August 5, 2025 (the “AMA”). The complaint seeks a declaration that the AMA is void from inception as unconscionable and orders all fees paid by the Company to 10X under the AMA since inception be returned to the Company. Alternatively, the complaint seeks a declaration that a liquidated damages clause in the AMA, which would accelerate nearly 20 years of future fees upon termination, is an unenforceable penalty. A summary of the material terms of the AMA was included in the Current Report on Form 8-K filed on August 8, 2025 and is incorporated by reference herein.

As previously disclosed in public statements, the Company, through the Strategic Committee of the Board, had attempted to renegotiate the terms of the AMA with 10X with the goal of achieving market standard arms-length terms, including term, termination rights, reduced management fees, and performance obligations, for the benefit of all Company stockholders. 10X did not agree to any of these proposed amendments.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).