bnc-20260805
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 2026
CEA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41266 | 27-3911608 | ||||||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||||||
| incorporation or organization) | File Number) | Identification No.) | ||||||
385 South Pierce Avenue, Suite C
Louisville, Colorado 80027
(Address of principal executive office) (Zip Code)
(303) 993-5271
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.00001 | BNC | Nasdaq Capital Market | ||||||||||||
| Warrants to purchase Common Stock | BNCWW | Nasdaq Capital Market | ||||||||||||
| Warrants to purchase Common Stock | BNCWZ | Nasdaq Capital Market | ||||||||||||
| Preferred Stock Purchase Rights | N/A | Nasdaq Capital Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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. ☐
Item 8.01. Other Events.
As previously disclosed in the Current Report on Form 8-K filed by CEA Industries Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 13, 2026, on May 7, 2026 the Company received a letter from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer complied with Nasdaq Listing Rule 5620(a), which requires a listed company to hold an annual meeting of shareholders within twelve months of the end of the company’s fiscal year.
On July 22, 2026, the Company held its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders, the results of which were reported in the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2026.
On August 5, 2026, the Company received a letter from the Staff notifying the Company that, based on the Company’s public disclosures, including its definitive proxy statement filed on June 30, 2026 and its meeting of stockholders held on July 22, 2026, the Staff determined that the Company complies with Nasdaq Listing Rule 5620(a) and that the matter is now closed.
On August10, 2026, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements 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.
Dated: August 10, 2026
| CEA INDUSTRIES INC. | ||||||||
| By: | /s/ William B. Miller | |||||||
| Name: | William B. Miller | |||||||
| Title: | Interim Principal Executive Officer and Chief Financial Officer | |||||||