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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): February 8, 2026
CEA
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41266 |
|
27-3911608 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
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 |
| Preferred
stock purchase rights |
|
True |
|
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
On
February 8, 2026, the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”),
appointed Glenn W. Tyranski as a director of the Company, effective immediately, to fill the vacancy created by the previous departure
of a director, which was previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission (the “SEC”) on January 6, 2026. Mr. Tyranski will serve until the next annual meeting of stockholders
and until his successor is elected and qualified.
Mr.
Tyranski was appointed to serve as a member of the Board’s Audit Committee (where he will serve as chair), Compensation Committee,
Nominating & Governance Committee, and Strategic Committee.
Mr.
Tyranski has served as a partner at WWC, P.C., an international accounting firm, since 2023. Previously, Mr. Tyranski served as a Managing
Director at FTI Consulting, Inc. (NYSE: FCN), a global business consulting firm, from 2017 to 2025. Before joining FTI Consulting, Inc.,
he served as an Executive Director at Ernst & Young LLP, a global professional services firm, from 2014 to 2017. Mr. Tyranski currently
serves as the Angelo P. DeCesaris Executive in Residence and Assistant Technical Professor of Management and Accounting at King’s
College and as an Adjunct Professor at the Long Island University College of Management. Mr. Tyranski is a Certified Public Accountant
licensed in New York State and holds an M.S. in Health Care Administration and a B.S. in Accounting and Computers & Information Systems,
both from King’s College.
There
are no arrangements or understandings between Mr. Tyranski and any other person pursuant to which he was elected as a director. There
are no transactions in which Mr. Tyranski has an interest requiring disclosure herein under Item 404(a) of Regulation S-K. Mr. Tyranski
will receive the standard compensation paid to the Company’s non-employee directors, which may include cash retainers, equity awards
and cash compensation. The Company intends to enter into customary indemnification agreements with Mr. Tyranski in connection with his
appointed position.
Item
7.01 Regulation FD
On
February 9, 2026, the Company issued a press release in connection with the appointment of Mr. Tyranski to the Board as reported under
Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
The
information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished
to the SEC, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated February 9, 2026 |
| 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.
| |
CEA
Industries Inc. |
| |
|
|
| Dated:
February 9, 2026 |
By: |
/s/
David Namdar |
| |
Name: |
David
Namdar |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CEA
Industries Appoints Accounting and Compliance Expert
Glenn W. Tyranski to Its Board of Directors
Louisville,
CO, February 9, 2026 — CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), which manages
the world’s largest corporate treasury of BNB, today announced that Glenn W. Tyranski has been appointed to the Company’s
Board of Directors (the “Board”), effective immediately. Mr. Tyranski’s appointment is the result of the Nominating
& Governance Committee’s ongoing search for highly qualified independent directors.
Mr.
Tyranski has more than three decades of experience as a leader on corporate governance, investor relations, financial reporting, regulatory
compliance and other matters. He previously served as an executive with The New York Stock Exchange, in addition to experience at leading
public accounting and consulting firms, including FTI Consulting, Ernst & Young and KPMG. He currently serves as a partner at WWC,
P.C., an international public accounting firm, the Executive In Residence and Assistant Technical Professor at King’s College,
and an Adjunct Professor at Long Island University.
“We
are excited to welcome Glenn to the Board,” said Tony McDonald, Chairman and President. “His understanding of finance, accounting
and regulatory compliance adds critical expertise to the Board as we continue our growth as a public company and advance our BNB treasury
strategy.”
“I
look forward to working with my fellow directors and management and applying my experience to BNC’s challenges and opportunities,”
said Glenn Tyranski. “I intend to be a strong voice for effective oversight in the boardroom as we work diligently to capitalize
on BNC’s position as the leading BNB-dedicated treasury company and deliver long-term value for shareholders.”
Following
Mr. Tyranski’s appointment, the Board is composed of six directors, half of whom have joined in the previous five months.
About
Glenn W. Tyranski
Since
2023, Mr. Tyranski has served as a partner at WWC, P.C., an international accounting firm, where he focuses on staff training, leadership
development, quality assurance and operational controls. Previously, Mr. Tyranski served as a Managing Director at FTI Consulting, Inc.
(NYSE: FCN), a global business consulting firm, where in a variety of roles, he advised public company boards and senior executives on
corporate governance, stock exchange listing requirements, forensic accounting and due diligence and shareholder activism and engagement,
from 2017 to 2025. Before joining FTI, he served as an Executive Director at Ernst & Young LLP, a global professional services firm,
from 2014 to 2017. As a member of EY’s Financial Accounting and Advisory Services practice, Mr. Tyranski advised clients on initial
public offerings, corporate transactions, accounting policy, crisis management and public company reporting and compliance.
Earlier
in his career, Mr. Tyranski spent nearly two decades at the New York Stock Exchange, most recently as Senior Vice President, Financial
Compliance at NYSE Regulation. In that role, he co-led the Listings and Compliance function for all NYSE-listed companies globally, advising
public companies and their boards on disclosure and reporting obligations and overseeing listing compliance for more than 2,500 companies.
Mr.
Tyranski currently serves as the Angelo P. DeCesaris Executive in Residence and Assistant Technical Professor of Management and Accounting
at King’s College and as an Adjunct Professor at the Long Island University College of Management. He also serves as a board member
of a variety of nonprofit organizations.
Mr.
Tyranski is a Certified Public Accountant licensed in New York State and holds an M.S. in Health Care Administration and a B.S. in Accounting
and Computers & Information Systems, both from King’s College.
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, including forward-looking statements
regarding BNC’s expectations or beliefs regarding the Company’s position as the largest BNB treasury in the world. 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 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, which include, but are not limited to,
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. Actual future performance outcomes and results may differ materially from those expressed
in forward-looking statements. 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 is qualified in its entirety by cautionary
statements and risk factor disclosures contained in BNC’s filings with the SEC, including BNC’s Form 10-Q filed with the
SEC on December 15, 2025, Form 10-K filed with the SEC on March 27, 2025, and Form 10-KT filed with the SEC on July 25, 2025, each as
may be amended or supplemented from time to time. 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.
Important
Additional Information and Where to Find It
The
Company intends to file a consent revocation statement on Schedule 14A, an accompanying YELLOW consent revocation card and other relevant
documents with the SEC in connection with YZi’s consent solicitation. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ THE COMPANY’S DEFINITIVE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING
YELLOW CONSENT REVOCATION CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of the definitive consent revocation statement,
an accompanying YELLOW consent revocation card, any amendments or supplements to the consent revocation statement and other documents
that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge
by scrolling to the “SEC Filings” section of the Company’s website at https://ceaindustries.com/investors.html.
Certain
Information Regarding Participants in the Solicitation
The
Company, its directors (Anthony K. McDonald, Nicholas J. Etten, Carly E. Howard, Hans Thomas and Annemarie Tierney) and certain of its
executive officers (David Namdar) are deemed to be “participants” (as defined in Schedule 14A under the Securities Exchange
Act of 1934, as amended) in the solicitation of consent revocations from the Company’s stockholders in connection with YZi Labs’
consent solicitation. Information about the names of the Company’s directors and officers, their respective interests in the Company,
by security holdings or otherwise, and their respective compensation is set forth in the “Information about our Directors”
and “Executive Officers” sections in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of
the Company’s Transition Report on Form 10-KT for the transition period from January 1, 2025 to April 30, 2025 (the “Form
10-KT”), in Part III, Item 11 – Executive Compensation of the Form 10-KT, in Part III, Item 12 – Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters of the Form 10-KT and in Current Reports on Form 8-K filed
with the SEC on August 8, 2025, October 7, 2025 and November 28, 2025. Supplemental information regarding the participants’ holdings
of the Company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 3 and Form 4. Any subsequent
updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests,
by security holdings or otherwise, will be set forth in the Company’s consent revocation statement on Schedule 14A and other materials
to be filed with the SEC in connection with YZi Labs’ consent solicitation, if and when they become available. These documents
will be available at no charge as described above.
CEA
Industries Media Inquiries:
Edelman
Smithfield
CEA@edelmansmithfield.com
CEA
Industries Investor Relations:
james@haydenir.com
