Welcome to our dedicated page for CEA Industries SEC filings (Ticker: BNC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
CEA Industries Inc. (Nasdaq: BNC) files a range of reports with the U.S. Securities and Exchange Commission that document its corporate, financial, and governance developments. As a Nevada corporation with Commission File Number 001-41266, the Company submits periodic reports and Current Reports on Form 8-K that provide detail on its operations, BNB treasury activities, capital markets transactions, and board decisions.
Recent 8-K filings include disclosures about quarterly financial results, the launch of the Company’s Treasury Dashboard, and updates on its BNB holdings and treasury operations. Other 8-Ks describe the approval of a share repurchase program and the related Open Market Share Repurchase Agreement, the adoption of a stockholder rights plan and amended and restated bylaws, and the appointment of new independent directors to the Board and its committees. The Company has also filed an 8-K reporting a public reprimand letter from Nasdaq Listing Qualifications Staff and explaining how that matter was resolved without a delisting notice.
In addition to 8-Ks, CEA Industries files annual and transition reports on Form 10-K and Form 10-KT, as referenced in its press releases, and has submitted a Notification of Late Filing on Form 12b-25 for a Quarterly Report on Form 10-Q when it required additional time to complete that filing. These documents provide context for the Company’s financial condition, risk factors, and governance structure, and are cited in its forward-looking statements disclosures.
On this SEC filings page, users can review CEA Industries’ regulatory history, including earnings-related 8-Ks, treasury and capital markets disclosures, governance and board appointment filings, and notices related to Nasdaq listing matters. AI-powered tools can help summarize lengthy filings, highlight key items such as share repurchase authorizations, treasury metrics, and governance changes, and make it easier to understand how BNC’s reported actions align with its stated focus on managing a large BNB treasury and operating as a growth-oriented public company.
CEA Industries Inc. filed a current report to share that it issued a press release on October 7, 2025 providing an update on its BNB holdings and overall treasury operations. The company furnished this press release under a Regulation FD disclosure item, which is intended to ensure all investors receive the same information at the same time.
The press release is included as an exhibit to the report but is expressly treated as “furnished” rather than “filed,” meaning it is not automatically subject to certain securities law liabilities or incorporated into other securities filings unless specifically referenced.
Anthony K. McDonald, President and Director of CEA Industries Inc. (BNC), reported purchases and outstanding equity positions. On
CEA Industries Inc. (BNC) reported an insider transaction on a Form 4. Director and President Anthony K. McDonald purchased 1,230 shares of common stock on 10/01/2025 at $7.86 per share. Following this trade, he beneficially owned 9,177 shares directly.
The filing also lists 223,125 Restricted Stock Units with an exercise price of $0. These RSUs will vest on the next business day after shareholders approve the Plan pursuant to state and federal law.
CEA Industries Inc. reported that its board approved a share repurchase program authorizing the company to buy back up to $250,000,000 of its outstanding common stock. The company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or Rule 10b5-1 trading plans, in accordance with Rule 10b-18 and other applicable securities laws. The timing and amount of any repurchases will depend on available capital, financial and operational performance metrics, market conditions, securities law limitations, and other factors, and the company is not obligated to repurchase any specific amount. CEA Industries also entered into an Open Market Share Repurchase Agreement with Cantor Fitzgerald & Co., which will act as a non-exclusive agent for open market repurchases in return for a commission of $0.02 per share.
CEA Industries Inc. filed a Form 8-K to report that on September 22, 2025 it issued a press release announcing its financial and operational results for the first quarter ended July 31, 2025. The press release containing these results is furnished as Exhibit 99.1 to the report. The company’s common stock and warrants trade on the Nasdaq Capital Market under the symbols BNC and BNCWW, respectively.
CEA Industries Inc. (BNCWW) reported interim consolidated results and disclosures related to the June–July 2025 Successor period following multiple acquisitions. The company had approximately $3.0 million of cash and a working capital deficit of about $1.0 million as of July 31, 2025 (Successor). Management discloses a PIPE/private placement commitment and offering expected to provide substantial liquidity: a private placement closed August 5, 2025 that delivered $500 million in gross proceeds with up to $750 million additional proceeds possible from warrant exercises.
The company acquired the Fat Panda group, allocating purchase consideration of approximately $12.8 million (about $10.6 million cash, 39,000 shares valued ~$0.3 million and seller notes totaling $1.9 million), recording $4.22 million of goodwill and significant identifiable intangibles. Operating results for the period show a material operating loss of $(5.6) million and loss before tax of $(5.9) million. The company drew a $4.0 million bridge loan (due December 3, 2025) and reports related-party notes and convertible notes with various terms. Deposit concentrations include approximately CAD $3.51 million and $153,000 in cash deposits in excess of CDIC and FDIC insurance limits, respectively.
CEA Industries Inc. filed a current report to let investors know it has shared a new letter with its shareholders. The letter, dated September 21, 2025, explains that the company filed a registration statement on September 19, 2025 to register securities issued in a recently completed PIPE transaction and a related warrant transaction, and it also provides an update on the company’s operations. The shareholder letter is included as Exhibit 99.1 to this report, but the company specifies that this information is being furnished under Regulation FD and is not treated as filed for liability purposes under the securities laws.
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.