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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 7, 2025
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 |
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
7.01 Regulation FD Disclosure.
On
October 7, 2025, the Company issued a press release (the “Press Release”) providing an update on the Company’s
BNB holdings and treasury operations. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for 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 the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated October 7, 2025 |
| 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:
October 7, 2025
| |
CEA INDUSTRIES INC. |
| |
|
|
| |
By: |
/s/ David
Namdar |
| |
Name: |
David Namdar |
| |
Title: |
Chief Executive Officer |
