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Nasdaq warns CEA Industries (NASDAQ: BNC) over missed annual meeting and listing rule breach

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CEA Industries Inc. received a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual shareholder meeting within 12 months of its fiscal year ended April 30, 2026. The company has until June 22, 2026 to submit a plan showing how it will regain compliance, and Nasdaq may grant up to 180 days from the fiscal year end, through October 27, 2026, for CEA to do so. The company plans to prepare a proxy statement and organize an annual meeting in the coming weeks, but there is no assurance Nasdaq will accept its plan. If the plan is rejected, CEA’s securities may be subject to delisting, although the company would be able to appeal to a hearings panel.

Positive

  • None.

Negative

  • Nasdaq noncompliance and delisting risk: CEA Industries Inc. failed to hold an annual meeting within 12 months of its April 30, 2026 fiscal year end, triggering a Nasdaq Listing Rule 5620(a) deficiency notice and creating potential delisting risk if it cannot regain compliance within the allowed timeframe.

Insights

Nasdaq noncompliance introduces delisting risk if the company cannot quickly regain compliance.

CEA Industries Inc. has been notified by Nasdaq that it failed to meet Listing Rule 5620(a) by not holding an annual meeting within 12 months of its April 30, 2026 fiscal year end. This deficiency directly affects the continued listing of its common stock and warrants.

The company has until June 22, 2026 to submit a compliance plan, and Nasdaq may allow up to October 27, 2026 for it to regain compliance. The board’s ability to organize and complete an annual meeting, including proxy preparation, is now central to maintaining the listing.

If Nasdaq does not accept the plan, the securities may be delisted, although CEA could appeal to a hearings panel. The outcome will depend on timely execution of the meeting process and Nasdaq’s assessment of the plan under its continued listing standards.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Fiscal year end April 30, 2026 Used to measure the 12-month deadline for holding the annual meeting
Plan submission deadline June 22, 2026 Date by which CEA must submit a Nasdaq compliance plan
Potential compliance extension end October 27, 2026 Latest date Nasdaq may allow to regain compliance if plan accepted
Notice date May 7, 2026 Date Nasdaq informed CEA of its Listing Rule 5620(a) deficiency
Nasdaq Listing Rule 5620(a) regulatory
"it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing"
continued listing regulatory
"for continued listing of shares of the Company’s common stock"
When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.
delisting regulatory
"the Company’s securities may be subject to delisting and the Company will have the opportunity to appeal"
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.
annual meeting financial
"failure to hold an annual meeting within 12 months of the Company’s fiscal year end"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
proxy statement financial
"a proxy statement preparation and proxy solicitation timeline leading to the Company’s annual meeting"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
hearings panel regulatory
"the Company will have the opportunity to appeal the Staff’s delisting determination to a hearings panel"
A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.
Understanding 8-K Material Events →
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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): May 7, 2026
CEA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Nevada001-4126627-3911608
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001BNC
Nasdaq Capital Market
Warrants to purchase Common StockBNCWW
Nasdaq Capital Market
Warrants to purchase Common StockBNCWZ
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 7, 2026, the Company received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing of shares of the Company’s common stock, due to the Company’s failure to hold an annual meeting within 12 months of the Company’s fiscal year end. As a result, as of May 7, 2026, the Company has 45 calendar days, or until June 22, 2026, to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year ended April 30, 2026, or until October 27, 2026, to allow the Company to regain compliance.
The Company intends to submit its plan of compliance with respect to the foregoing requirement setting forth, among other things, a proxy statement preparation and proxy solicitation timeline leading to the Company’s annual meeting of its shareholders. While the Company intends to submit its compliance plan to address the foregoing deficiency, the Company cannot provide any assurance that it will be able to present a plan of compliance that will be accepted by the Staff. In the event the Company’s plan is not accepted, the Company’s securities may be subject to delisting and the Company will have the opportunity to appeal the Staff’s delisting determination to a hearings panel. The Company expects to organize an annual meeting in the coming weeks to regain compliance with the applicable Nasdaq Listing Rules.

Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
Exhibit No.Description
104Cover 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: May 13, 2026
CEA INDUSTRIES INC.
By:/s/ David Namdar
Name:David Namdar
Title:Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq issue did CEA Industries Inc. (BNC) disclose in this 8-K?

CEA Industries disclosed it is not in compliance with Nasdaq Listing Rule 5620(a) because it failed to hold an annual shareholder meeting within 12 months of its April 30, 2026 fiscal year end, putting its Nasdaq listing at risk if compliance is not regained.

What deadline does CEA Industries Inc. (BNC) face to submit a Nasdaq compliance plan?

CEA Industries has until June 22, 2026 to submit a plan to Nasdaq describing how it will regain compliance with Listing Rule 5620(a). This plan is expected to outline proxy preparation, solicitation, and timing for holding an annual meeting of shareholders.

How long could CEA Industries Inc. (BNC) have to regain Nasdaq compliance?

If Nasdaq accepts CEA Industries’ compliance plan, it may grant up to 180 calendar days from the April 30, 2026 fiscal year end, extending to October 27, 2026, for the company to hold its annual meeting and fully regain compliance with the applicable listing rules.

What happens if Nasdaq rejects CEA Industries Inc.’s compliance plan?

If Nasdaq does not accept CEA Industries’ plan, the company’s securities may be subject to delisting from the Nasdaq Capital Market. CEA would then have the opportunity to appeal any delisting determination to a Nasdaq hearings panel for further review.

How does CEA Industries Inc. (BNC) plan to address its Nasdaq deficiency?

CEA Industries intends to submit a compliance plan that includes preparing a proxy statement, conducting proxy solicitation, and scheduling an annual shareholder meeting. The company expects to organize this annual meeting in the coming weeks to work toward regaining compliance with Nasdaq rules.

Which Nasdaq listing rule did CEA Industries Inc. fail to satisfy?

CEA Industries failed to satisfy Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within 12 months of the end of their fiscal year. The missed deadline for the fiscal year ended April 30, 2026 triggered the deficiency notice.

Filing Exhibits & Attachments

4 documents

Other Documents