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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): September 22, 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
1.01 Entry into a Material Definitive Agreement.
On
September 22, 2025, the Board of Directors of CEA Industries Inc. (the “Company”) approved a share repurchase
program (the “Repurchase Program”) providing for the repurchase of up to $250,000,000 of the Company’s
outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”). Under the Repurchase
Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions,
accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading
plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Repurchase
Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary
based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations,
and other factors.
In
connection with the Repurchase Program, on September 22, 2025, the Company entered into an Open Market Share Repurchase Agreement (the
“Repurchase Agreement”) with Cantor Fitzgerald & Co. (the “Broker”) whereby the
Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant
to Rule 10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker,
with or without cause, upon written notice to the other party. The Company will pay Broker a commission at a rate of $0.02 for each share
of Common Stock repurchased pursuant to the Repurchase Agreement.
The
foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
September 22, 2025, the Company issued a press release (the “Press Release”) announcing the Repurchase Program
and the Repurchase Agreement. A copy of the Press Release is attached hereto 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 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 |
| 10.1 |
|
Open Market Share Repurchase Agreement, dated September 22, 2025. |
| 99.1 |
|
Press Release, dated September 22, 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:
September 25, 2025
| |
CEA INDUSTRIES INC. |
| |
|
|
| |
By: |
/s/ David Namdar |
| |
Name: |
David Namdar |
| |
Title: |
Chief Executive Officer |
