CEA Industries (NASDAQ: BNC) director Russell Read to step down from board

Rhea-AI Filing Summary

CEA Industries Inc. reported that director Russell Read has decided to resign from its Board of Directors after accepting a job with another company that does not allow outside board service. His resignation is effective January 1, 2026 and is expressly stated not to be the result of any disagreement with the company, its management, or its Board over operations, policies, or practices. Read praised the Board’s diligent oversight and the company’s digital treasury strategy dedicated to BNB, expressing confidence in the Board as stewards of shareholder value. Board Chair and President Tony McDonald thanked Read for his analytical rigor and capital markets experience, and the Board plans to fill the vacancy through its ongoing search for an independent director.

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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): December 30, 2025

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41266		27-3911608
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer 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
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 December 30, 2025, Russell Read informed the Board of Directors (the “Board”) of CEA Industries Inc. (the “Company”) that he has accepted an employment position with another company that requires him to refrain from service on any external boards and, therefore, would be resigning as a member of the Board, effective January 1, 2026. Mr. Read’s resignation was not due to any disagreement with the Company, management, or the Board on any matter relating to the Company’s operations, policies, or practices.

Mr. Read and Tony McDonald, Chairman of the Board and President, provided the Company with the following comments about Mr. Read’s resignation:

“I’m grateful for the opportunity to have served on this Board,” said Mr. Read. “In the months since I joined, I’ve been impressed by the diligent and independent oversight of this Board and the strength of the Company’s digital treasury strategy dedicated to BNB. I have full confidence in my former Board colleagues as stewards of stockholder value.”

“Russell brought a strong analytical rigor and depth of experience in investing and capital markets to our Board and Company,” said Mr. McDonald. “We thank him for his contributions and wish him the best in his future endeavors.”

The Board intends to fill the vacancy resulting from Mr. Read’s departure with a candidate identified through its ongoing search process to identify independent director candidates.

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.

		CEA Industries Inc.
Dated:	January 6, 2026	By:	/s/ David Namdar
		Name:	David Namdar
		Title:	Chief Executive Officer

FAQ

Why did Russell Read resign from the CEA Industries (BNC) board?

Russell Read resigned because he accepted an employment position with another company that requires him to refrain from serving on any external boards, including the Board of CEA Industries Inc..

When is Russell Read’s resignation from CEA Industries effective?

Russell Read’s resignation as a member of the Board of CEA Industries Inc. is effective January 1, 2026.

Did Russell Read have any disagreements with CEA Industries or its board?

The company states that Mr. Read’s resignation was not due to any disagreement with CEA Industries, its management, or its Board on matters related to operations, policies, or practices.

How did CEA Industries describe Russell Read’s contributions to the board?

Board Chair and President Tony McDonald said Russell Read brought strong analytical rigor and deep experience in investing and capital markets, thanking him for his contributions.

What are CEA Industries’ plans to replace Russell Read on the board?

The Board of CEA Industries Inc. intends to fill the vacancy created by Mr. Read’s departure with a candidate identified through its ongoing search process for independent director candidates.

What did Russell Read say about CEA Industries’ strategy in his resignation comments?

Russell Read said he was impressed by the Board’s diligent and independent oversight and highlighted the strength of the company’s digital treasury strategy dedicated to BNB, expressing confidence in his former colleagues as stewards of stockholder value.