CEA Industries Inc. (Nasdaq: BNC) details interim leadership moves and 2026 vote outcomes

Rhea-AI Filing Summary

CEA Industries Inc. entered into a Consulting Agreement with W4 LLC, under which W4 will provide Alex Odagiu to serve as Interim President, reporting directly to the Board. W4 receives a monthly fee of $25,000, pro-rated for partial months, for at least 32 hours per week of interim executive services. The agreement runs until at least the appointment of a new Chief Executive Officer, with limited termination rights before that appointment and Board approval (excluding Mr. Odagiu) required for any Company-initiated termination.

The company also designated Chief Financial Officer William B. Miller as Interim Principal Executive Officer for SEC purposes, while he continues as principal financial and accounting officer, without additional compensation. At the 2026 Special Meeting, with 41,173,850 shares outstanding as of June 22, 2026, stockholders elected six directors, ratified Sadler, Gibb & Associates, L.L.C. as auditor, approved advisory executive compensation, did not approve the 2025 Equity Incentive Plan, approved the 2026 Equity Incentive Plan, and approved potential adjournment of the meeting.

8-K Event Classification

4 items: 1.01, 5.02, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Consulting fee: $25,000 per month Interim President hours: 32 hours per week Shares outstanding: 41,173,850 shares +4 more

7 metrics

Consulting fee $25,000 per month Monthly fee payable to W4 LLC for Interim President services under the Consulting Agreement

Interim President hours 32 hours per week Minimum weekly time commitment by Alex Odagiu as Interim President

Shares outstanding 41,173,850 shares Common shares outstanding and entitled to vote as of June 22, 2026 record date

Auditor ratification votes for 24,185,721 Votes for ratifying Sadler, Gibb & Associates, L.L.C. as auditor for fiscal year ending April 30, 2027

Say-on-pay votes for 10,032,528 Votes for advisory approval of named executive officer compensation

2025 Equity Plan votes for 5,979,996 Votes in favor of the CEA Industries Inc. 2025 Equity Incentive Plan

2026 Equity Plan votes for 10,545,185 Votes in favor of the CEA Industries Inc. 2026 Equity Incentive Plan

Key Terms

Material Definitive Agreement, Interim Principal Executive Officer, broker non-votes, Equity Incentive Plan

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Interim Principal Executive Officer regulatory

"appointed William B. Miller... to also serve as Interim Principal Executive Officer"

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 10,032,528 | 8,641,418 | 18,049 | 5,994,506"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Equity Incentive Plan financial

"Proposal 4 — Approval of the CEA Industries Inc. 2025 Equity Incentive Plan."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/24/2026 - 04:05 PM Accepted by SEC EDGAR 07/24/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What consulting agreement did CEA Industries (BNC) enter into with W4 LLC?

CEA Industries entered a Consulting Agreement with W4 LLC, which provides Alex Odagiu to serve as Interim President. W4 receives a $25,000 monthly fee, pro-rated for partial months, for 32 hours per week of specialized interim executive services, plus reimbursement of approved expenses.

How will Interim President Alex Odagiu be compensated at CEA Industries (BNC)?

Compensation for Mr. Odagiu’s Interim President role is paid to W4 LLC, which receives a $25,000 monthly fee. During the Consulting Agreement term, he receives no separate cash retainers, meeting fees, bonuses, or other cash payments for his Board service beyond fees paid to W4.

What leadership change did CEA Industries (BNC) report for its principal executive role?

CEA Industries’ Board appointed Chief Financial Officer William B. Miller to also serve as Interim Principal Executive Officer for SEC purposes. He continues as principal financial and accounting officer and receives no additional compensation tied to this interim principal executive designation.

How many CEA Industries (BNC) shares were entitled to vote at the 2026 Special Meeting?

As of the June 22, 2026 record date, 41,173,850 shares of CEA Industries common stock were outstanding and entitled to vote. These shares formed the basis for quorum and voting calculations at the 2026 Special Meeting held via live webcast.

Which proposals did CEA Industries (BNC) stockholders approve at the 2026 Special Meeting?

Stockholders elected six directors, ratified Sadler, Gibb & Associates, L.L.C. as auditor, approved advisory executive compensation, approved the 2026 Equity Incentive Plan, and authorized potential adjournment of the meeting. The separate 2025 Equity Incentive Plan proposal did not receive sufficient support.

Did CEA Industries (BNC) stockholders approve the 2025 Equity Incentive Plan?

No. The proposal to approve the CEA Industries Inc. 2025 Equity Incentive Plan received 5,979,996 votes for and 12,705,550 votes against, with additional abstentions and broker non-votes, so the plan was not approved at the 2026 Special Meeting.

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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): July 20, 2026

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

Warrants to purchase Common Stock

BNCWZ

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026, the Board of Directors (the “Board”) of CEA Industries Inc. (the “Company”) appointed Alex Odagiu as the Interim President of the Company and a member of the Board, in each case, effective June 23, 2026.

On July 20, 2026, the Company entered into an agreement (the “Consulting Agreement”) with W4 LLC, a Wyoming limited liability company (the “Consultant”), pursuant to which the Consultant will provide Mr. Odagiu to serve as the Interim President of the Company pursuant to the Cooperation Agreement dated June 23, 2026 by and between the Company and YZILabs Management Ltd., reporting directly to the Board. The Consultant is engaged as an independent contractor to provide specialized interim executive services.

As consideration for the consulting services that the Consultant will provide and the Consultant’s other obligations under the Consulting Agreement, the Company will pay the Consultant a monthly fee of $25,000, pro-rated for partial months. The Consultant has committed that Mr. Odagiu will provide the services as Interim President of the Company for 32 hours per week, separate and apart from any other services Mr. Odagiu performs as a member of the Board. During the term of the Consulting Agreement, Mr. Odagiu will not receive any separate cash compensation, cash retainer, meeting fee, cash bonus or similar cash payment from the Company for his service as a member of the Board, other than the fees payable to the Consultant under the Consulting Agreement. The Consultant will be reimbursed for all properly documented and invoiced travel and expenses reasonably incurred at the request of the Company.

The Consultant will serve as a consultant to the Company for a period commencing on the effective date of the Consulting Agreement until at least the appointment of a new Chief Executive Officer of the Company. Prior to the appointment of a new Chief Executive Officer, the Company may terminate the Consulting Agreement only for cause. Following the appointment of a new Chief Executive Officer, either party may terminate the Consulting Agreement for convenience upon 10 days’ prior written notice. Any termination of the Consulting Agreement by the Company will require approval by a majority of the members of the Board then in office, excluding Mr. Odagiu, who will recuse himself from any deliberation and vote regarding such termination.

As a condition of the Consultant’s retention, the Consultant agreed to a proprietary information and invention assignment agreement, which among other things, prohibits unauthorized use or disclosure of Company proprietary information.

The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2026, David Namdar, the Company’s then-current Chief Executive Officer, would conclude his service in such role upon the earlier of (a) the Company’s next annual meeting of stockholders, (b) the appointment by the Board of a new or interim chief executive officer of the Company, or (c) August 31, 2026.

On July 22, 2026, the Board appointed William B. Miller, the Company’s Chief Financial Officer, to also serve as Interim Principal Executive Officer for purposes of the rules and regulations of the SEC (in addition to continuing to serve as the Company’s “principal financial officer” and “principal accounting officer”) until the appointment by the Board of a new or interim chief executive officer of the Company. Biographical and other information for Mr. Miller is contained in the section of the Company’s proxy statement for the Special Meeting (as defined below), filed with the SEC on June 30, 2026, entitled “Executive Officers” and is incorporated herein by reference. Mr. Miller will not receive any additional compensation in connection with his appointment as Interim Principal Executive Officer.

There are no family relationships between Mr. Miller and any director or executive officer of the Company that would require disclosure under Item 401(d) of Regulation S-K. There are no understandings or arrangements between Mr. Miller and any other person pursuant to which Mr. Miller was selected to serve as Interim Principal Executive Officer, other than

his existing employment relationship. There are no transactions involving Mr. Miller and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 22, 2026, the Company held its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders (the “Special Meeting”) via live webcast online at www.virtualshareholdermeeting.com/BNC2026SM. As of June 22, 2026, the record date for the Special Meeting, 41,173,850 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. A summary of the matters voted on at the Special Meeting is as follows:

Proposal 1 — Election of six directors of the Company nominated by the Board and named in the proxy statement for the Special Meeting who will each serve until the next annual meeting of stockholders or until their successors are duly elected and qualified.

Nominee:						For						Withheld						Broker Non-Votes
Carly E. Howard						11,289,109						7,402,886						5,994,506
Alex Odagiu						18,395,531						296,464						5,994,506
Matthew Roszak						18,585,817						106,178						5,994,506
Annemarie Tierney						15,853,275						2,838,720						5,994,506
Glenn W. Tyranski						15,852,517						2,839,478						5,994,506
Ling “Ella” Zhang						18,425,023						266,972						5,994,506

Proposal 2 — Ratification of the appointment of Sadler, Gibb & Associates, L.L.C. as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

For						Against						Abstain
24,185,721						490,295						10,485

Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

For						Against						Abstain						Broker Non-Votes
10,032,528						8,641,418						18,049						5,994,506

Proposal 4 — Approval of the CEA Industries Inc. 2025 Equity Incentive Plan.

For						Against						Abstain						Broker Non-Votes
5,979,996						12,705,550						6449						5,994,506

Proposal 5 — Approval of the CEA Industries Inc. 2026 Equity Incentive Plan.

For						Against						Abstain						Broker Non-Votes
10,545,185						7,241,066						905,744						5,994,506

Proposal 6 — Approval of the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies to hold the meeting and approve the foregoing proposals.

For						Against						Abstain
16,259,972						7,252,130						1,174,399

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.						Description
10.1						Consulting Agreement, dated July 20, 2026, by and between CEA Industries Inc. and W4 LLC.
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: July 24, 2026

			CEA INDUSTRIES INC.
			By:			/s/ William B. Miller
			Name:			William B. Miller
			Title:			Interim Principal Executive Officer and Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 166.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.7 KB