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CEA Industries Inc. reported that director Russell Read has decided to resign from its Board of Directors after accepting a job with another company that does not allow outside board service. His resignation is effective January 1, 2026 and is expressly stated not to be the result of any disagreement with the company, its management, or its Board over operations, policies, or practices. Read praised the Board’s diligent oversight and the company’s digital treasury strategy dedicated to BNB, expressing confidence in the Board as stewards of shareholder value. Board Chair and President Tony McDonald thanked Read for his analytical rigor and capital markets experience, and the Board plans to fill the vacancy through its ongoing search for an independent director.
CEA Industries Inc. furnished an earnings press release announcing its financial and operational results for the quarter ended October 31, 2025. The press release is provided as Exhibit 99.1, and the report is filed under the results of operations and financial condition disclosure rules. The company’s common stock and warrants are listed on the Nasdaq Capital Market under the symbols BNC and BNCWW, respectively.
CEA Industries Inc. reports results for the quarter ended October 31, 2025, with net income of $283,642,773 and basic EPS of $5.39, largely driven by fair value gains on digital assets and warrant liabilities. Revenue was $7,143,485 versus $7,436,751 a year earlier, mainly from Canadian retail vape operations.
The company has transformed into a digital asset treasury focused on Binance Coin, holding digital assets with fair value of $567,987,094, including 511,932 BNB tokens. A $114,033,718 unrealized gain on digital assets, a $206,818,087 gain from revaluing Stapled Warrant liabilities, and $5,827,578 of airdrop income dominated results, while cash rose to $32,535,255 and shareholders’ equity reached $484,889,525.
CEA Industries Inc. filed a Form 8-K to announce the launch of a new Treasury Dashboard and to update on capital markets activity. The dashboard provides a consolidated, periodically updated view of its BNB treasury position and related metrics, and currently shows 515,054 BNB in total holdings. The company also reported that, since September 22, 2025, it has repurchased 1,170,306 shares of common stock at an average price of $6.77 per share under its stock repurchase program. In addition, since August 25, 2025, it has sold 856,275 shares of common stock at an average price of $15.09 per share through its at-the-market offering program with Cantor Fitzgerald & Co.
CEA Industries Inc. (BNC) furnished a press release under Item 7.01 to provide an update on its BNB holdings and treasury operations. The press release is attached as Exhibit 99.1 and incorporated by reference for that limited purpose. The Item 7.01 information, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act, and is not subject to Section 18 liabilities or automatically incorporated into other filings.
The company’s securities trade on the Nasdaq Capital Market as BNC (common stock) and BNCWW (warrants).
CEA Industries Inc. (BNC) reported a Nasdaq compliance outcome. On October 14, 2025, Nasdaq Listing Qualifications Staff issued a public reprimand letter under Rule 5810(c)(4) for a violation of Rule 5635(b) tied to August 2025 transactions that resulted in a change of control without prior shareholder approval.
Nasdaq noted the Company’s prompt remediation, lack of deliberate intent, and prior compliance record. The Staff has closed the inquiry and informed the Company that no delisting notice will be issued, with no further action required following disclosure.
Alta Partners LLC filed an amended Schedule 13G reporting ownership in CEA Industries Inc. common stock. The filing states 39,180 shares beneficially owned, described as shares issuable upon exercise of warrants, and reports this stake as 0.09% of the class. The filing also contains an aggregate line showing 38,180 shares and 0.1%, an internal inconsistency the document does not reconcile. The filing lists Alta Partners' address in Garden City, New York, and is signed by Steven Cohen, Managing Member on 10/10/2025. The filer certifies the holdings were acquired in the ordinary course of business and not to influence control.
Notice of proposed insider sale: A Form 144 was filed for CEA Industries Inc. (symbol BNC) reporting a proposed sale of 9,347 common shares with an aggregate market value of $94,872.05 on 10/10/2025 to be executed through The Charles Schwab Corporation on NASDAQ. The shares were acquired as executive compensation in three tranches: 2,480 shares on 01/03/2023, 3,788 on 01/02/2024, and 3,079 on 01/02/2025. The filer reports no securities sold in the past three months and signs the standard representation that no undisclosed material adverse information is known.
CEA Industries Inc. expanded its Board of Directors from four to five members and appointed attorney and consultant Carly E. Howard as a director effective October 1, 2025. She will serve until the next annual meeting of stockholders, or until a successor is elected and qualified.
Ms. Howard brings 20 years of experience in investments, family office operations, fiduciary law, banking, and nearly a decade in crypto and digital assets, advising high-net-worth clients, family offices, and funds. The Board determined she is an independent director and appointed her to the Audit, Compensation, and Nominating & Governance Committees.
The company states there are no arrangements under which she was selected, no special compensation tied to her appointment, no family relationships with existing leadership, and no related-party transactions. CEA Industries plans to enter into customary indemnification agreements with her in connection with the role.
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.