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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): October 1, 2025
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 |
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.
Appointment
of Carly E. Howard
On
October 1, 2025, in connection with the Board of Directors (the “Board”) of CEA Industries Inc. (the “Company”)
increasing the size of the Board from four to five members, the Board appointed Carly E. Howard as director of the Company’s Board
effective immediately (the “Appointment”). Ms. Howard will serve as director of the Board, to serve until the Company’s
next annual meeting of stockholders, or until her respective successor is otherwise duly elected and qualified.
Carly
E. Howard, JD, LLM, 46 years old, is an attorney and consultant with 20 years of experience in investments and family office operations,
fiduciary law, and banking. Ms. Howard has almost a decade of experience in the crypto industry, specializing in digital assets for high-net-worth
individuals, family offices, and investment funds. Ms. Howard has deep expertise with both crypto-native projects and traditional finance
companies, including working with family offices as an attorney, fiduciary officer, and consultant. Ms. Howard currently serves as a
Consultant for Crypto-Focused Funds & Companies at CEH Advisory, a position she has held since June 2017, where she provides Chief
Legal Officer and Chief Operating Officer consulting services. From September 2022 to March 2023, Ms. Howard served as Of Counsel at
K&L Gates in their Asset Management & Investment Funds (Crypto & Digital Assets) group. Ms. Howard’s prior roles include
serving as a Vice President of Legal Operations for Fathym from May 2019 to December 2020, a Senior Vice President and Senior Wealth
Strategist of CIBC Private Wealth US from December 2015 to March 2017; a Senior Vice President of the Profession & Executive Advisory
Group at BB&T from December 2010 to December 2015; and an Adjunct Professor teaching Fiduciary Administration at Charleston School
of Law from May 2011 to April 2023. Since January 2018, Ms. Howard has volunteered as a contributor to Women in Blockchain, a decentralized
global community governed only by common principles to be a catalyst for women defining the blockchain space. Since October 2018, she
has volunteered as a speaker for Women in AI, a nonprofit working towards gender-inclusive AI that benefits global society. Ms. Howard
holds a bachelor’s degree in communication from the College of Charleston as well as a Juris Doctor and Master of Laws in Estate
Planning from the University of Miami School of Law.
The
Board believes Ms. Howard’s work experience in financial services, crypto and digital assets, extensive experience in leadership
roles and wealth of expertise in investment management, financial oversight, and law make her a valuable addition to the Board. The Board
has also appointed Ms. Howard to serve as a member of each of the Audit Committee, Compensation Committee and Nominating & Governance
Committee of the Board. The Board has determined that Ms. Howard qualifies as an independent director with respect to service as a director
and member of the Board’s Audit Committee.
There
are no arrangements or understandings between Ms. Howard and any other persons pursuant to which she was selected as a director of the
Company, and there are no compensatory arrangements in connection with her appointment to the Board. There is no family relationship
between Ms. Howard and any director, executive officer or person nominated or chosen by the Company to become a director of the Company
within the meaning of Item 401(d) of Regulation S-K. The Company intends to enter into customary indemnification agreements with Ms.
Howard in connection with her appointed position. The Company has not engaged in any transaction in which Ms. Howard had a direct or
indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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:
October 7, 2025 |
By: |
/s/
David Namdar |
| |
Name: |
David
Namdar |
| |
Title: |
Chief
Executive Officer |
