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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): April 30, 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
(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 |
| Warrants
to purchase Common Stock |
|
BNCWZ |
|
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
April 30, 2026, CEA Industries Inc. (the “Company”) entered into a master loan agreement (the “Loan
Agreement”) with BitGo Prime, LLC (the “Lender”), pursuant to which the Company may borrow digital
assets or cash from Lender from time to time. Each loan is documented in a separate loan request by the parties setting forth the specific
terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence and mature.
The
loan fee is to be determined for each loan and is calculated on a daily basis at the annualized rate specified in each confirmation.
Each
loan may have a fixed term, or may include a call option or prepayment option, as specified in each loan request. In general, either
party can terminate a loan by providing notice within the time frame set forth in the Loan Agreement. Upon termination, the borrowed
digital assets or cash must be returned, and the related collateral released.
Borrowings
under the Loan Agreement are secured by collateral in favor of the Lender. Collateral may include BNB, cash or other forms agreed upon
by the parties. The collateral’s required value is typically higher than the borrowed amount, subject to margin calls as set forth
in the Loan Agreement. If the value of posted collateral falls below the margin call threshold, the Company must promptly post additional
collateral. Failure to maintain sufficient collateral can result in an event of default and remedies available to the Lender, including
the right to liquidate pledged collateral.
The
Loan Agreement contains representations and warranties and affirmative and negative covenants customary for financings of this type,
as well as customary events of default. The financial covenants in the Loan Agreement require the Company to maintain Borrower’s
Net Equity of at least $25 million and a Borrower’s Leverage Ratio of no more than 200%, each as defined in the Loan Agreement.
The
foregoing is a summary of the material terms of the Loan Agreement, and it is qualified in its entirety by reference to the full text
of the Loan Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
April 30, 2026, the parties to the Loan Agreement agreed to a loan request for 10 million USDC at a loan fee amount of 9.5% per annum
and an initial maturity date of October 30, 2026, with option to renew for additional 6-month terms on a rolling basis.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 4, 2026, Anthony K. McDonald, the Company’s President and a member of the Company’s Board of Directors, resigned as
President and as a director of the Company. In connection with his separation, he entered into a
severance agreement with the Company (the “Severance Agreement”).
Under
the Severance Agreement, in exchange for a release of claims and Mr. McDonald’s agreement to certain covenants, including cooperation,
Mr. McDonald will receive an aggregate of $250,000 payable over 12 months and reimbursement for legal fees of up to $10,000. Mr. McDonald’s
outstanding equity awards will remain in effect in accordance with their terms.
The
foregoing description of the Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the
Severance Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
May 6, 2026, the Company issued a press release in connection with the departure of Mr. McDonald as reported under Item 5.02 above. 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 |
| 10.1 |
|
Master Loan Agreement, dated April 30, 2026, between CEA Industries Inc. and BitGo Prime, LLC |
| 10.2 |
|
Severance Agreement, dated May 4, 2026, between CEA Industries Inc. and Anthony K. McDonald |
| 99.1 |
|
Press Release, dated May 6, 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 thereunto duly authorized.
| |
CEA
Industries Inc. |
| |
|
|
| Dated: May
6, 2026 |
By: |
/s/
David Namdar |
| |
Name: |
David
Namdar |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
PRESS
RELEASE
CEA
Industries Announces Board Composition Change
Tony
McDonald resigns from the Board and as President of the Company
Louisville,
CO, May 6, 2026 — 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 Tony McDonald has resigned from
the Board and as President of the Company. Carly E. Howard has been named Chair of the Board of Directors, effective immediately.
“It
has been a privilege to serve as Chairman and President through a period of significant transformation for the Company, and I wish the
Company every success into the future,” said Tony McDonald, outgoing Chairman, CEA Industries.
“On
behalf of the Board, I want to thank Tony McDonald for his contributions to the Company. I look forward to continuing to work with the
Board and management team as we focus on strong governance and disciplined execution in the next phase of growth,” added Carly
E. Howard, Chair, CEA Industries.
Ms.
Howard has served as an Independent Non-Executive Director of BNC since October 2025. She brings more than two decades of experience
spanning corporate law, fund governance, and digital asset regulation to the position. Her appointment continues the Board’s program
of governance strengthening, which has included the addition of Annemarie Tierney and Glenn Tyranski as Independent Directors and the
appointment of Brent Miller as Chief Financial Officer. The Board remains focused on delivering long-term value for all BNC stockholders.
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
