CEA Industries (BNC) details BNB holdings and treasury operations in new update

Rhea-AI Filing Summary

CEA Industries Inc. filed a current report to share that it issued a press release on October 7, 2025 providing an update on its BNB holdings and overall treasury operations. The company furnished this press release under a Regulation FD disclosure item, which is intended to ensure all investors receive the same information at the same time.

The press release is included as an exhibit to the report but is expressly treated as “furnished” rather than “filed,” meaning it is not automatically subject to certain securities law liabilities or incorporated into other securities filings unless specifically referenced.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

false 0001482541 0001482541 2025-10-07 2025-10-07 0001482541 BNC:CommonStockParValue0.00001Member 2025-10-07 2025-10-07 0001482541 BNC:WarrantsToPurchaseCommonStockMember 2025-10-07 2025-10-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

FAQ

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

CEA Industries Inc. disclosed that it issued a press release on October 7, 2025 providing an update on its BNB holdings and treasury operations, and furnished that press release as an exhibit under a Regulation FD disclosure item.

Which item of Form 8-K did CEA Industries Inc. (BNC) use for this disclosure?

CEA Industries Inc. used Item 7.01, Regulation FD Disclosure, to furnish information about its press release on BNB holdings and treasury operations.

Is the CEA Industries Inc. (BNC) press release considered filed or furnished?

The press release attached as Exhibit 99.1 is expressly stated as furnished, not filed, for purposes of Section 18 of the Exchange Act and is not incorporated into other filings unless specifically referenced.

What exhibit did CEA Industries Inc. (BNC) attach to this 8-K?

CEA Industries Inc. attached Exhibit 99.1, a press release dated October 7, 2025, and Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document.

Who signed the CEA Industries Inc. (BNC) 8-K report?

The report was signed on behalf of CEA Industries Inc. by David Namdar, who is identified as the company’s Chief Executive Officer.

Why is CEA Industries Inc. (BNC) using Regulation FD for this BNB holdings update?

By using a Regulation FD item to furnish the press release, CEA Industries Inc. is providing a public update on its BNB holdings and treasury operations in a way that offers broad, simultaneous access to the same information for all investors.