CEA Industries forms new CEO search committee

CEA Industries Inc. filed an amended report to update recent board changes.

Rhea-AI Filing Summary

CEA Industries Inc. filed an amended report to update recent board changes. The company previously disclosed the appointments of Ling “Ella” Zhang, Alex Odagiu and Matthew Roszak to its Board of Directors. At that time, none of the new directors had been assigned to board committees.

On June 29, 2026, the Board created a new CEO Search Committee and appointed Ms. Zhang and Mr. Roszak to this committee, effective immediately. The company notes that additional committee assignments for the new directors will be considered in the ordinary course of its governance practices.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

Emerging Growth Company, CEO Search Committee, Nasdaq Capital Market, Inline XBRL

4 terms

Emerging Growth Company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

CEO Search Committee financial

"the Board appointed each of Ms. Zhang and Mr. Roszak to the Board’s newly formed CEO Search Committee, effective immediately"

Nasdaq Capital Market market

"Common Stock, par value $0.00001 | BNC | Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Inline XBRL technical

"104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

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

What change did CEA Industries Inc. (BNC) disclose in this 8-K/A?

CEA Industries disclosed that its Board formed a new CEO Search Committee and appointed Ling “Ella” Zhang and Matthew Roszak to this committee. This updates a prior filing that only reported their board appointments without committee roles.

Who was appointed to CEA Industries’ new CEO Search Committee?

The Board appointed Ling “Ella” Zhang and Matthew Roszak to the newly formed CEO Search Committee. Their appointments are effective immediately and build on their earlier designation as board members reported in the prior current report.

Why did CEA Industries file an amendment to its earlier 8-K?

CEA Industries filed this amendment to add committee assignment details for recently appointed directors. The earlier report covered their election to the Board, but committee roles had not yet been determined when that original filing was made.

When did CEA Industries’ Board create the CEO Search Committee?

The Board created the CEO Search Committee on June 29, 2026. On the same date, it appointed Ling “Ella” Zhang and Matthew Roszak to serve on this new committee, with those appointments taking effect immediately upon approval.

Are further committee roles expected for CEA Industries’ new directors?

Yes. The company states that additional committee appointments for the new directors are expected to be considered in the ordinary course of the Board’s governance practices, indicating that more committee assignments may follow later.

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

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Accepted by SEC EDGAR 07/02/2026 - 04:22 PM EDT Learn about SEC filing dates

true0001482541CEA Industries Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K filed on June 24, 2026, which reported the appointment of Ling “Ella” Zhang, Alex Odagiu and Matthew Roszak as members of its Board of Directors (the “Board”). At the time of their appointments, the Board had not yet appointed any of Ms. Zhang, Mr. Odagiu or Mr. Roszak to any of its Board committees.On June 29, 2026, the Board appointed each of Ms. Zhang and Mr. Roszak to the Board’s newly formed CEO Search Committee, effective immediately. Additional committee appointments for the new directors are expected to be considered in the ordinary course of the Board’s governance practices.00014825412026-06-232026-06-230001482541BNC:CommonStockParValue0.00001Member2026-06-232026-06-230001482541BNC:WarrantsToPurchaseCommonStockMember2026-06-232026-06-230001482541BNC:WarrantsToPurchaseCommonStockTwoMember2026-06-232026-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 23, 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

(Registrants’ 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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

CEA Industries Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K filed on June 24, 2026, which reported the appointment of Ling “Ella” Zhang, Alex Odagiu and Matthew Roszak as members of its Board of Directors (the “Board”). At the time of their appointments, the Board had not yet appointed any of Ms. Zhang, Mr. Odagiu or Mr. Roszak to any of its Board committees.

On June 29, 2026, the Board appointed each of Ms. Zhang and Mr. Roszak to the Board’s newly formed CEO Search Committee, effective immediately. Additional committee appointments for the new directors are expected to be considered in the ordinary course of the Board’s governance practices.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.						Description
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: July 2, 2026

			CEA INDUSTRIES INC.
			By:			/s/ David Namdar
			Name:			David Namdar
			Title:			Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 30.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.2 KB