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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 24, 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 |
|
|
|
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
7.01 Regulation FD Disclosure.
On
March 24, 2026, CEA Industries Inc. (the “Company”) issued a press release in connection with the review of the Board of
Directors of the Company of the request received by YZILabs Management Ltd. (“YZi Labs”) to set a record date for determining
the stockholders entitled to consent in connection with YZi Labs’ proposed consent solicitation. A copy of this press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished
to the SEC, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by a specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 24, 2026 |
| 104.1 |
|
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.
| |
|
CEA
Industries Inc. |
| |
|
|
|
| Dated: |
March
24, 2026 |
By: |
/s/
David Namdar |
| |
|
Name: |
David Namdar |
| |
|
Title: |
Chief Executive Officer |
Exhibit
99.1
CEA
Industries Announces That YZi Labs’ Request to Fix Record Date for Proposed Consent Solicitation Is Deficient
Request
omitted highly material disclosures required under the Company’s bylaws
YZi
Labs may not proceed with its proposed consent solicitation
Stockholders
are not required to take any action at this time
LOUISVILLE,
CO, March 24, 2026 — CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”) today announced that its
Board of Directors (the “Board”) has completed its review of the request received from YZILabs Management Ltd. (“YZi
Labs”) to set a record date for determining the stockholders entitled to consent in connection with YZi Labs’ proposed consent
solicitation (the “Request Letter”).
The
Board has determined that YZi Labs’ Request Letter is deficient because it omitted material information required under the Company’s
bylaws. Accordingly, the Board has not set a record date, and YZi Labs may not proceed with its proposed consent solicitation.
The
Board issued the following statement:
Like
many public companies, the Company’s bylaws establish a clear and straightforward process for stockholders to act outside of the
regular process of a stockholder meeting. These provisions are designed to ensure orderly and informed consent solicitations. Among other
provisions, the Company’s bylaws require a stockholder seeking to solicit consents from other stockholders to request that a record
date be fixed and provide certain information about itself and related parties.
Following
a careful review of the Request Letter in accordance with its fiduciary duties, the Board determined that YZi Labs’ Request Letter
failed to satisfy the clear and substantive requirements of the Company’s bylaws by omitting highly material information on important
topics. For example, the Request Letter failed to disclose the number of BNB held by YZi Labs, its related persons and its nominees,
and omitted details about financial relationships between YZi Labs and its nominees—at least six of whom have significant connections
to YZi Labs.
The
omitted disclosures are critical to ensuring that the Board and stockholders are fully informed about potential conflicts of interest
and incentives that could be adverse to stockholder interests if YZi Labs takes control of the Board. With these, the Board and stockholders
cannot evaluate whether YZi Labs’ nominees could exercise independent judgment, rather than being beholden to YZi Labs’ separate
interests.
The
Board remains focused on governing BNC in the best interests of the Company and all stockholders. Should YZi Labs submit a new request
letter, the Board will review it for compliance with the bylaws and, if it provides all required information and is otherwise in the
proper form, the Company will announce a record date for YZi Labs’ consent solicitation.
Stockholders
are not required to take any action at this time.
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, including forward-looking statements
regarding BNC’s expectations or beliefs regarding the Company’s position as the largest BNB treasury in the world. 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, which include, but are not limited
to, 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. Actual future performance outcomes and results may differ materially from those expressed
in forward-looking statements. 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 is qualified in its entirety by cautionary
statements and risk factor disclosures contained in BNC’s filings with the SEC, including BNC’s Forms 10-Q filed with the
SEC on March 16, 2026 and December 15, 2025, Form 10-K filed with the SEC on March 27, 2025, and Form 10-KT filed with the SEC on July
25, 2025, each as may be amended or supplemented from time to time. 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.
Important
Additional Information and Where to Find It
The
Company intends to file a consent revocation statement on Schedule 14A, an accompanying YELLOW consent revocation card and other relevant
documents with the SEC in connection with YZi Labs’ consent solicitation. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ THE COMPANY’S DEFINITIVE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING
YELLOW CONSENT REVOCATION CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of the definitive consent revocation statement,
an accompanying YELLOW consent revocation card, any amendments or supplements to the consent revocation statement and other documents
that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at
no charge by scrolling to the “SEC Filings” section of the Company’s website at https://ceaindustries.com/investors.html.
Certain
Information Regarding Participants in the Solicitation
The
Company, its directors (Anthony K. McDonald, Nicholas J. Etten, Carly E. Howard, Annemarie Tierney, and Glenn Tyranski) and certain of
its executive officers (David Namdar and Brent Miller) are deemed to be “participants” (as defined in Schedule 14A under
the Securities Exchange Act of 1934, as amended) in the solicitation of consent revocations from the Company’s stockholders in
connection with YZi Labs’ consent solicitation. Information about the names of the Company’s directors and officers, their
respective interests in the Company, by security holdings or otherwise, and their respective compensation is set forth in the “Information
about our Directors” and “Executive Officers” sections in Part III, Item 10 – Directors, Executive Officers and
Corporate Governance of the Company’s Transition Report on Form 10-KT for the transition period from January 1, 2025 to April 30,
2025 (the “Form 10-KT”), in Part III, Item 11 – Executive Compensation of the Form 10-KT, in Part III, Item 12 –
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of the Form 10-KT and in Current Reports
on Form 8-K filed with the SEC on August 8, 2025, October 7, 2025 and November 28, 2025. Supplemental information regarding the participants’
holdings of the Company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 3 and Form 4. Any
subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or
indirect interests, by security holdings or otherwise, will be set forth in the Company’s consent revocation statement on Schedule
14A and other materials to be filed with the SEC in connection with YZi Labs’ consent solicitation, if and when they become available.
These documents will be available at no charge as described above.
CEA
Industries Media Inquiries:
Edelman
Smithfield CEA@edelmansmithfield.com
CEA
Industries Investor Relations: james@haydenir.com
