CEA Industries Stapled Warrants to Begin Trading on Nasdaq Capital Market

CEA Industries (NASDAQ: BNC) announced that its Stapled Warrants will begin trading on the Nasdaq Capital Market under ticker BNCWZ on April 15, 2026.

Rhea-AI Summary

CEA Industries (NASDAQ: BNC) announced that its Stapled Warrants will begin trading on the Nasdaq Capital Market under ticker BNCWZ on April 15, 2026. The warrants were issued under a July 28, 2025 securities purchase agreement and governed by an August 5, 2025 warrant agreement.

A total of 49,504,988 Stapled Warrants are outstanding, each exercisable to purchase one share of common stock at an exercise price of $15.15 per share, exercisable through 5:00 p.m. New York City time on August 5, 2028. Additional terms will be included in the Form 8-A filed April 14, 2026.

Positive

• 49,504,988 warrants provide potential equity capital upon exercise
• Listing on Nasdaq Capital Market under BNCWZ increases tradability and visibility

Negative

• Exercise could result in dilution of up to 49,504,988 shares if all warrants are exercised

Key Figures

Stapled Warrants outstanding: 49,504,988 warrants Exercise price: $15.15 per share Par value: $0.00001 per share +5 more

Stapled Warrants outstanding

49,504,988 warrants

Total Stapled Warrants originally issued under the Securities Purchase Agreement

Exercise price

$15.15 per share

Exercise price for each Stapled Warrant to purchase one share of Common Stock

Par value

$0.00001 per share

Par value of the underlying Common Stock

Nasdaq trading start

April 15, 2026

Date Stapled Warrants begin trading on Nasdaq under ticker "BNCWZ"

Warrant term end

August 5, 2028, 5:00 p.m. NY time

Expiration time for exercising Stapled Warrants

Securities Purchase Agreement date

July 28, 2025

Date of the agreement under which Stapled Warrants were originally issued

Warrant Agreement date

August 5, 2025

Date of Warrant Agreement with Continental Stock Transfer & Trust Company

Form 8-A filing date

April 14, 2026

Planned SEC filing date detailing Stapled Warrant terms

Historical Context

5 past events · Latest: Apr 08

5 events

1. Apr 08

   CFO inducement grant

   24h Move

   +39.0%

   Inducement RSU grant tied to new CFO under Nasdaq Listing Rule 5635(c)(4).

2. Mar 26

   AMA renegotiation update

   24h Move

   +1.3%

   Update on renegotiation of Asset Management Agreement with 10X Capital.

3. Mar 16

   Q3 earnings and CEO change

   24h Move

   -33.3%

   Large net loss and EPS decline alongside announced CEO transition.

4. Mar 10

   CFO appointment

   24h Move

   +0.3%

   Appointment of experienced CFO to support governance and BNB strategy.

5. Feb 25

   Shareholder letter

   24h Move

   -18.8%

   CEO letter emphasizing conservative balance sheet and BNB treasury approach.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrants, stapled warrants, securities purchase agreement, warrant agreement, +2 more

6 terms

warrants financial

"announced that its Warrants to purchase shares of Common Stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

stapled warrants financial

"at an exercise price of $15.15 per share (the “Stapled Warrants”)"

Stapled warrants are financial instruments that are permanently attached to another security, such as a share or unit, and cannot be bought or sold on their own. They give the holder the right to buy additional shares at a set price within a set time, creating potential extra upside or dilution; think of them like a discount coupon that comes fixed to a product — it can boost future returns but also affects overall share supply and valuation for investors.

securities purchase agreement financial

"originally issued pursuant to the Securities Purchase Agreement dated July 28, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

warrant agreement financial

"governed by a Warrant Agreement dated August 5, 2025"

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

registration statement regulatory

"set forth in the Company's Registration Statement on Form 8-A"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form 8-a regulatory

"the Company's Registration Statement on Form 8-A filed with the Securities"

A Form 8-A is a short registration document filed with the U.S. Securities and Exchange Commission to register a class of a company's securities for trading and to make the company subject to ongoing public reporting rules. Think of it as the paperwork that officially opens a company’s actions and financials to regular public scrutiny, which matters to investors because it creates predictable, official disclosure and enables broader trading in the security.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LOUISVILLE, CO, April 13, 2026 (GLOBE NEWSWIRE) -- CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), today announced that its Warrants to purchase shares of Common Stock, par value $0.00001 per share, at an exercise price of $15.15 per share (the “Stapled Warrants”), will be listed and begin trading on the Nasdaq Capital Market under the ticker symbol "BNCWZ" on April 15, 2026. The Stapled Warrants were originally issued pursuant to the Securities Purchase Agreement dated July 28, 2025, and are governed by a Warrant Agreement dated August 5, 2025, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. A total of 49,504,988 Stapled Warrants are outstanding, each entitling the holder to purchase one share of Common Stock at an exercise price of $15.15 per share, and the Stapled Warrants are exercisable through 5:00 p.m., New York City time, on August 5, 2028. Additional information regarding the Stapled Warrants, including the terms and conditions thereof, will be set forth in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 14, 2026.

About CEA Industries Inc.

CEA Industries Inc. (NASDAQ: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets, including building and managing the world’s largest corporate treasury of BNB.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. BNC wishes to caution readers that these forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors that may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking statements, readers should consider various risk factors, including BNC’s ability to keep pace with new technology and changing market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Forward-looking statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking statements and the information in this press release are qualified in their entirety by cautionary statements and risk factor disclosures contained in BNC’s filings with the SEC. Copies of BNC’s filings with the SEC are available on the SEC’s website at www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

CEA Industries Media Inquiries:
Edelman Smithfield
CEA@edelmansmithfield.com

CEA Industries Investor Relations:
james@haydenir.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will CEA Industries’ Stapled Warrants (BNCWZ) begin trading on Nasdaq?

They will begin trading on April 15, 2026. According to the company, the listing follows the warrants' issuance under a July 28, 2025 securities purchase agreement and a warrant agreement dated August 5, 2025.

How many Stapled Warrants does CEA Industries (BNC) have outstanding and what is the exercise price?

There are 49,504,988 Stapled Warrants outstanding with an exercise price of $15.15 per share. According to the company, each warrant entitles the holder to purchase one share of common stock upon exercise.

What is the expiration date and exercise deadline for CEA Industries’ Stapled Warrants (BNCWZ)?

The warrants are exercisable through 5:00 p.m. New York City time on August 5, 2028. According to the company, that date and time are the final deadline for warrant exercise under the warrant agreement.

Where can investors find the detailed terms of CEA Industries’ Stapled Warrants (BNCWZ)?

Detailed terms will be set forth in the company's Form 8-A filed with the SEC on April 14, 2026. According to the company, the registration statement will include the full terms and conditions of the warrants.

How could the BNCWZ listing affect CEA Industries (BNC) shareholders?

The listing increases tradability for warrant holders and could lead to equity issuance if exercised. According to the company, up to 49,504,988 shares may be issued upon exercise at $15.15 per share, affecting share count if exercised.