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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): October 14, 2025
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
South 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)
(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 |
|
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 |
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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
October 14, 2025, the Nasdaq Listing Qualifications Staff (the “Staff”) issued a public reprimand letter (the “Letter”)
to CEA Industries Inc. (the “Company”), pursuant to Nasdaq Listing Rule 5810(c)(4), due to the Company’s failure to
comply with Nasdaq Listing Rule 5635(b), which requires shareholder approval prior to the issuance of securities when the issuance or
potential issuance will result in a change of control of the Company. The Staff found that a change of control took place in connection
with transactions that occurred in August 2025; however, the Staff determined that, due to the Company’s prompt attention and remediation
efforts, a public reprimand letter served as an appropriate resolution to that violation. In making this determination, the Staff acknowledged
that the violation did not appear to be the result of a deliberate intent to avoid compliance, and, further, the Company acted promptly
to make changes to regain compliance after it received notice from The Nasdaq Stock Market LLC (“Nasdaq”). In addition, the
Staff relied on the Company’s history of compliance with the Nasdaq Listing Rules and the Company’s commitment to work with
Nasdaq in the future to ensure compliance with the Nasdaq Listing Rules.
The Company previously regained compliance with the applicable Nasdaq listing
requirements, and following the issuance of the Letter the Staff has closed the inquiry and informed the Company that the Staff will not
be issuing any form of delisting notice to the Company for this matter. Following disclosure via this Current Report on Form 8-K, there
is no further action required from the Company with regard to this matter.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
Number |
|
Description |
| 104 |
|
Cover
Page Interactive Data (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:
October 17, 2025 |
By: |
/s/
David Namdar |
| |
|
David
Namdar |
| |
|
Chief
Executive Officer |
