CEA Industries, Inc. (BNCWW) filed an S-3ASR prospectus registration that lists the securities being registered for resale by numerous selling stockholders and describes the offering mechanics and estimated expenses. The prospectus excerpt names over a hundred institutional and individual selling stockholders with specific share quantities each intends to offer, including material positions such as YZi Labs Management Ltd. holding 23,366,341 shares as of September 19, 2025. The filing also discloses aggregate instruments tied to the offering: 2,150,481 shares of Common Stock, 7,750,510 shares underlying Pre-Funded Warrants, 9,900,991 shares underlying Stapled Warrants and 3,564,359 shares underlying Strategic Advisor Warrants (assumptions include full exercise and sale of the referenced warrants).
The document includes a prospectus table of contents, use-of-proceeds categories (working capital, capital expenditures, share repurchases, debt repayment, and pursuit of a BNB treasury strategy), a schedule of estimated offering expenses, and standard selling-stockholder beneficial ownership and control disclaimers tied to each named holder.
CEA Industries Inc. filed a Form 12b-25 to notify that it will not submit its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2025 on time. The company explains that it needs additional time to compile information required for the report and states that filing on time would require unreasonable effort or expense.
CEA Industries says it is working diligently to complete the Q1 Form 10-Q as soon as possible and expects to file within the extension window allowed under SEC rules. The filing includes standard forward-looking statement language noting that actual future events could differ from management’s current expectations.