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CEA Industries Inc. (BNC) reported first quarter fiscal 2027 results with a net loss of $11.4 million, or $(0.22) per share, largely driven by digital-asset mark-to-market volatility. The company recorded a $15.3 million unrealized loss on digital assets, mostly from BNB, partially offset by a $10.0 million non-cash gain from the change in fair value of warrant liabilities.
CEA Industries held 515,544 BNB tokens with a fair value of $302.3 million at July 31, 2026; including BTC and USDT, digital assets totaled $304.5 million and represented 93.1% of total assets. Revenue from the Retail and Industry segment was $7.2 million, down 4.6% from the combined prior-year quarter, with gross profit of $2.0 million. Operating expenses were $23.2 million, including the unrealized loss on digital assets, $1.4 million of shareholder advisory costs related to an activism campaign resolved in June 2026, and $1.1 million of management fees under an Asset Management Agreement. The company ended the quarter with $7.1 million of cash and cash equivalents, total assets of $327.2 million, total shareholders’ equity of $289.4 million, and total debt of $16.8 million, after drawing $15.0 million of USDC under a master loan facility secured by 44,198 BNB.
CEA Industries repurchased and cancelled 1,434,112 shares for $3.8 million at an average price of $2.63, reducing shares outstanding to 41,173,850. Governance developments included a cooperation agreement resolving an activism campaign, multiple new board appointments, an ongoing CEO search, and the appointment of William B. Miller as Interim Principal Executive Officer. Nasdaq notified the company on August 5, 2026 that it had regained compliance with Listing Rule 5620(a). The company also disclosed pending litigation regarding its Asset Management Agreement and reiterated its strategy to maintain and potentially grow what it describes as the world’s largest corporate BNB treasury.
CEA Industries Inc. (BNC) reported for the quarter ended July 31, 2026 that it is now primarily a BNB-focused digital asset treasury business, with retail vape and industrial climate control operations as a secondary segment. Total revenue from these operating businesses was $7.2 million, generating gross profit of $2.0 million.
The company recorded a substantial unrealized loss on digital assets of $15.3 million, partly offset by a $10.0 million gain from the change in fair value of warrant liabilities, resulting in a net loss of $11.4 million. Digital assets, largely BNB, had a fair value of about $304.5 million and represented roughly 93% of total assets. Cash and cash equivalents increased to $7.1 million, but operating activities used $6.5 million of cash. The company entered into a $15.0 million BitGo collateralized loan facility secured by BNB with collateral of $25.9 million, and shareholders’ equity declined from $304.8 million to $289.4 million, reflecting the loss and common share repurchases.
CEA Industries Inc. (BNC) reports corporate housekeeping changes to its charter and disclosure documents. On September 4, 2026, the company filed Certificates of Withdrawal in Nevada to remove the designations for its Series A Preferred Stock and Series B Convertible Preferred Stock, noting that no shares of either series were outstanding and that its authorized capital stock was unchanged.
Immediately afterward, CEA Industries filed Restated Articles of Incorporation in Nevada, which restate the existing Articles without making any amendments. The company also provided an updated Description of Securities Registered as an exhibit, describing its common stock, listed warrants (BNCWW and BNCWZ) and preferred stock purchase rights; this description does not change the terms of any security but replaces prior descriptions and can be incorporated by reference into future SEC filings.
CEA Industries Inc. reported that a prior Nasdaq listing deficiency has been resolved. On May 7, 2026, the company received a notice from Nasdaq’s Listing Qualifications Staff that it was not in compliance with Nasdaq Listing Rule 5620(a), which requires an annual shareholders’ meeting within twelve months of fiscal year-end. The company then held its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders on July 22, 2026. Based on this meeting and related public disclosures, including the definitive proxy statement filed June 30, 2026, Nasdaq’s Staff notified the company on August 5, 2026 that it is now in compliance with Rule 5620(a) and that the matter is closed. A press release dated August 10, 2026 was issued and filed as an exhibit.
CEA Industries Inc. entered into a Consulting Agreement with W4 LLC, under which W4 will provide Alex Odagiu to serve as Interim President, reporting directly to the Board. W4 receives a monthly fee of $25,000, pro-rated for partial months, for at least 32 hours per week of interim executive services. The agreement runs until at least the appointment of a new Chief Executive Officer, with limited termination rights before that appointment and Board approval (excluding Mr. Odagiu) required for any Company-initiated termination.
The company also designated Chief Financial Officer William B. Miller as Interim Principal Executive Officer for SEC purposes, while he continues as principal financial and accounting officer, without additional compensation. At the 2026 Special Meeting, with 41,173,850 shares outstanding as of June 22, 2026, stockholders elected six directors, ratified Sadler, Gibb & Associates, L.L.C. as auditor, approved advisory executive compensation, did not approve the 2025 Equity Incentive Plan, approved the 2026 Equity Incentive Plan, and approved potential adjournment of the meeting.
CEA Industries Inc. director Matthew George Roszak has filed an initial statement of beneficial ownership on Form 3 in connection with his role as a director of the company. The available disclosure lists him as a director and does not report any equity transactions in issuer securities in this submission.
CEA Industries Inc. director Zhang Ling Ella filed an initial Form 3, which is the required statement of beneficial ownership for insiders. The filing shows no reported transactions and no derivative positions, serving mainly to formally register her status as a director of the company.
CEA Industries Inc. director and interim president Alex Odagiu filed an initial Form 3 reporting his existing holdings. The filing shows direct ownership of 4,918 shares of Common Stock, establishing his baseline stake as an insider, with no reported recent purchases or sales.
CEA Industries Inc. filed an amended report to update recent board changes. The company previously disclosed the appointments of Ling “Ella” Zhang, Alex Odagiu and Matthew Roszak to its Board of Directors. At that time, none of the new directors had been assigned to board committees.
On June 29, 2026, the Board created a new CEO Search Committee and appointed Ms. Zhang and Mr. Roszak to this committee, effective immediately. The company notes that additional committee assignments for the new directors will be considered in the ordinary course of its governance practices.
CEA Industries Inc. is calling a virtual special meeting of stockholders on July 22, 2026 to elect six directors and address several key governance and compensation items. Stockholders of record as of June 22, 2026, when 41,173,850 shares of common stock were outstanding, may vote.
Proposals include ratifying Sadler, Gibb & Associates as auditor, an advisory Say on Pay vote, and approval of both the 2025 and 2026 Equity Incentive Plans. The 2025 plan covers 525,000 restricted stock units largely granted in 2025, while the new 2026 plan would authorize 2,400,000 shares, about 5.8% of outstanding stock, for future equity awards.
The Board recommends voting in favor of all proposals, including the authority to adjourn the meeting if more proxies are needed.