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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): March 9, 2026
CEA
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41266 |
|
27-3911608 |
| (State
or other jurisdiction of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
385
S. Pierce Avenue, Suite C
Louisville,
Colorado 80027
(Address
of principal executive offices, including zip code)
(303)
993-5271
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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, $0.00001 par value per share |
|
BNC |
|
Nasdaq
Capital Market |
| Warrants
to purchase common stock |
|
BNCWW |
|
Nasdaq
Capital Market |
| Preferred
stock purchase rights |
|
True |
|
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.
On
March 9, 2026, the Board of Directors (the “Board”) of CEA Industries Inc. (the “Company”) appointed William
B. Miller as the Company’s Chief Financial Officer, effective March 9, 2026.
Mr.
Miller, 45, has over 20 years of experience spanning financial reporting, accounting policy, internal controls, and capital markets,
including in public company environments. Most recently, he served as Chief Accounting Officer of Figure Technology Solutions, Inc.,
a blockchain-native capital marketplace for the origination, funding, sale and trading of on-chain loan products and tokenized assets,
in 2025, where he helped guide the company through its reorganization and initial public offering. He also served as Chief Financial
Officer of reAlpha Tech Corp., an AI-driven real estate technology company, in 2024, where he oversaw capital markets activities and
financial reporting. Prior to that, he was Chief Accounting Officer of Sunlight Financial Holdings Inc., a previously publicly traded
technology-enabled point-of-sale finance company that provides homeowners with financing for the installation of residential solar systems
and other home improvements, where he managed financial reporting, accounting policy and procedures, and internal controls from 2018
to 2024. From 2015 to 2018, Mr. Miller served as Chief Financial Officer and Treasurer of KKR Real Estate Finance Trust Inc. (“KREF”),
a commercial mortgage real estate investment trust externally managed by KKR & Co. Inc., a global investment firm, where he oversaw
all aspects of KREF’s financial and organizational strategy involving capital raises, capital structure and financial and regulatory
reporting. From 2009 to 2015, Mr. Miller held several finance leadership roles at Fortress Investment Group LLC, a diversified global
investment management firm, including Controller of New Residential Investment Corp., a real estate investment trust primarily focused
on investing in residential mortgage related assets, and Vice President of Finance, where he led accounting, finance and treasury operations.
Mr. Miller holds a B.S.B.A in Accounting and Finance and a B.S. in Computer Information Science from The Ohio State University.
In
connection with Mr. Miller’s appointment, the Company entered into an Employment Agreement with Mr. Miller, dated and effective
as of March 9, 2026 (the “Employment Agreement”). The material terms of the Employment Agreement are as follows:
Base
Salary. Mr. Miller will receive an annual base salary of $350,000.
Annual
Incentive Bonus. Mr. Miller will be eligible to receive an annual incentive bonus. For the year ending December 31, 2026, Mr. Miller’s
target annual incentive bonus is $175,000, subject to the achievement of performance objectives established by the Board or its Compensation
Committee.
Annual
Equity Refresh Grants. Mr. Miller will be eligible to participate in the Company’s equity compensation program, with a target
grant date fair value ranging between $500,000 and $750,000 annually, subject to availability of shares, performance, and Board or Compensation
Committee approval.
Inducement
Grant. As an inducement to accept employment, Mr. Miller will receive a grant of restricted stock units with a grant date fair value
of $1,000,000 (the “New Hire Grant”), to be granted within 30 days following March 9, 2026. The New Hire Grant will vest
as to 25% of the restricted stock units on the one-year anniversary of the grant date and in equal quarterly installments thereafter
through the four-year anniversary of the grant date, subject to continued service.
Severance.
In the event Mr. Miller’s employment is terminated by the Company without cause or by Mr. Miller for good reason, he will be entitled
to receive nine (9) months of his base salary as a severance payment, subject to his execution of a release of claims.
Change
in Control. In the event that Mr. Miller’s employment is involuntarily terminated by the Company without cause, or by Mr. Miller
for good reason, in each case within one year following a change in control of the Company, the unvested portion of the New Hire Grant
will fully accelerate, and Mr. Miller will also be entitled to the severance benefits described above.
The
foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There
are no family relationships between Mr. Miller and any director or executive officer of the Company, no transactions involving Mr. Miller
and the Company that would be reportable under Item 404(a) of Regulation S-K and no arrangement or understanding with any person pursuant
to which Mr. Miller was selected as an executive officer.
Item
8.01. Other Events.
On
March 10, 2026, the Company issued a press release in connection with the appointment of Mr. Miller as Chief Financial Officer of the
Company as reported under Item 5.02 above. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment
Agreement, dated March 9, 2026, by and between CEA Industries Inc. and William B. Miller. |
| 99.1 |
|
Press
Release, dated March 10, 2026. |
| 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 hereunto duly authorized.
| |
CEA
INDUSTRIES INC. |
| |
|
|
| Date:
March 12, 2026 |
By: |
/s/
David Namdar |
| |
Name: |
David
Namdar |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CEA
Industries Appoints Brent Miller as Chief Financial Officer
Miller
has over 20 years of experience in financial reporting, accounting and capital markets
Appointment
of seasoned financial executive supports the Company’s BNB digital asset treasury strategy
LOUISVILLE,
CO, March 10, 2026 (GLOBE NEWSWIRE) — CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), a growth-oriented
company focused on managing the world’s largest corporate treasury of BNB, today announced that its Board of Directors has appointed
Brent Miller as Chief Financial Officer, effective March 9, 2026.
Mr.
Miller has over 20 years of financial reporting, accounting, and finance leadership experience, most recently as Chief Accounting Officer
of Figure Technology Solutions, a publicly traded blockchain-native financial technology and digital asset company, where he helped guide
the company through its reorganization and initial public offering.
“I
am excited to welcome Brent to BNC,” said David Namdar, the Company’s Chief Executive Officer. “His expertise in financial
reporting, internal controls and capital markets activities positions him well to help strengthen the governance and operational foundation
that will support our ability to successfully execute our BNB treasury strategy and enhance value for shareholders. I am confident that
Brent’s financial and public company leadership experience will serve BNC well during this stage of its growth and beyond.”
“I
am excited to join BNC at such a pivotal moment in its development,” said Brent Miller, incoming Chief Financial Officer. “As
the world’s largest corporate BNB treasury, the Company has a significant opportunity to leverage the continued growth of the BNB
ecosystem, and I look forward to working with the team to realize BNC’s potential and deliver sustainable growth and value.”
About
Brent Miller
Mr.
Miller has over 20 years of experience spanning financial reporting, accounting policy, internal controls, and capital markets across
demanding public company environments. Most recently, he served as Chief Accounting Officer of Figure Technology Solutions, Inc., guiding
the company through its reorganization and initial public offering. He also served as Chief Financial Officer of reAlpha Tech Corp.,
an AI-driven real estate technology company, where he oversaw capital markets activities and financial reporting. Prior to that, he was
Chief Accounting Officer of Sunlight Financial Holdings Inc., a technology-enabled point-of-sale finance company, and Chief Financial
Officer and Treasurer of KKR Real Estate Finance Trust Inc., a commercial mortgage REIT managed by KKR & Co. Inc. Earlier in his
career, he held several finance leadership roles at Fortress Investment Group LLC, including Controller of New Residential Investment
Corp. and Vice President of Finance. Mr. Miller holds a B.S.B.A. in Accounting and Finance and a B.S. in Computer Information Science
from The Ohio State University.
About
CEA Industries Inc.
CEA
Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets,
including building and managing the world’s largest corporate treasury of BNB.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements.” The statements in this press release that
are not purely historical are forward-looking statements which involve risks and uncertainties. BNC wishes to caution readers that these
forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors
that may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent
periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking
statements, readers should consider various risk factors, including BNC’s ability to keep pace with new technology and changing
market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the
continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Forward-looking
statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking
statements and the information in this press release are qualified in their entirety by cautionary statements and risk factor disclosures
contained in BNC’s filings with the SEC. Copies of BNC’s filings with the SEC are available on the SEC’s website at
www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except
as required by law.
CEA
Industries Media Inquiries:
Edelman
Smithfield
CEA@edelmansmithfield.com
CEA
Industries Investor Relations:
james@haydenir.com
