Director Hans Thomas steps down from CEA Industries (BNC) board seat

Rhea-AI Filing Summary

CEA Industries Inc. reported that board member Hans Thomas resigned from the Board of Directors effective March 20, 2026. The company stated that his resignation was not due to any disagreement with the company, its management, or the Board on operations, policies, or practices.

The Board, which is composed of a majority of independent directors, plans to fill the vacant seat with a candidate identified through its ongoing search process.

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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 20, 2026

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

(Registrant’s 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		NA		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 20, 2026, Hans Thomas informed the Board of Directors (the “Board”) of CEA Industries Inc. (the “Company”) of his resignation from the Board, effective immediately. Mr. Thomas’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. The Board, which is composed of a majority of independent directors, intends to fill the vacancy resulting from Mr. Thomas’s departure with a candidate identified through its ongoing search process.

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: March 23, 2026	By:	/s/ David Namdar
	Name:	David Namdar
	Title:	Chief Executive Officer

FAQ

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

CEA Industries Inc. announced the resignation of director Hans Thomas from its Board, effective March 20, 2026. The company noted there was no disagreement regarding operations, policies, or practices, and the Board intends to fill the vacancy through its ongoing director search process.

Why did Hans Thomas resign from the CEA Industries (BNC) Board?

Hans Thomas resigned from the CEA Industries Board effective March 20, 2026. The company stated his resignation was not due to any disagreement with the company, its management, or the Board concerning operations, policies, or practices, indicating a non-conflict-related departure.

How will CEA Industries (BNC) replace the resigning director?

CEA Industries plans to fill the Board vacancy created by Hans Thomas’s resignation with a candidate from its ongoing search process. The Board is currently composed of a majority of independent directors, and it intends to maintain its governance structure while selecting a new member.

Does Hans Thomas’s resignation indicate any problems at CEA Industries (BNC)?

The company stated that Hans Thomas’s resignation was not due to any disagreement with CEA Industries, its management, or the Board regarding operations, policies, or practices. This language signals a routine governance change rather than a dispute or identified operational issue.

What governance details did CEA Industries (BNC) provide about its Board?

CEA Industries highlighted that its Board of Directors is composed of a majority of independent directors. Following Hans Thomas’s resignation on March 20, 2026, the Board intends to appoint a new director identified through its ongoing search, maintaining its independent-led governance approach.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.9 KB
• EX-101 XBRL DEFINITION FILE 26.3 KB
• EX-101 XBRL LABEL FILE 36.3 KB
• EX-101 XBRL PRESENTATION FILE 25.0 KB