CEA Industries regains Nasdaq listing compliance

CEA Industries Inc. reported that a prior Nasdaq listing deficiency has been resolved.

Rhea-AI Filing Summary

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.

Positive

• Nasdaq confirms compliance with Listing Rule 5620(a), closing the prior deficiency matter and supporting the company’s continued listing status.
• Holding the July 22, 2026 stockholders’ meeting and filing related proxy materials satisfied Nasdaq’s annual meeting requirement and removed this governance overhang.

Negative

• None.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Nasdaq deficiency notice date: May 7, 2026 Stockholder meeting date: July 22, 2026 Nasdaq compliance confirmation date: August 5, 2026

3 metrics

Nasdaq deficiency notice date May 7, 2026 Date Nasdaq Staff notified the company it was not in compliance with Listing Rule 5620(a)

Stockholder meeting date July 22, 2026 Date of 2026 Special Meeting in Lieu of Annual Meetings of Stockholders

Nasdaq compliance confirmation date August 5, 2026 Date Nasdaq Staff confirmed compliance with Listing Rule 5620(a) and closed the matter

Key Terms

Nasdaq Listing Rule 5620(a), Special Meeting in Lieu of Annual Meetings of Stockholders, Emerging Growth Company

3 terms

Nasdaq Listing Rule 5620(a) regulatory

"no longer complied with Nasdaq Listing Rule 5620(a), which requires a listed company"

Special Meeting in Lieu of Annual Meetings of Stockholders regulatory

"held its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders"

Emerging Growth Company regulatory

"Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What Nasdaq issue did CEA Industries Inc. (BNC) resolve in this 8-K?

CEA Industries resolved a prior deficiency under Nasdaq Listing Rule 5620(a), which requires holding an annual shareholders’ meeting within twelve months of fiscal year-end. Nasdaq’s Staff has now determined the company complies with this rule and closed the matter.

When did CEA Industries Inc. (BNC) receive the original Nasdaq deficiency notice?

The company received the Nasdaq deficiency notice on May 7, 2026. Nasdaq’s Listing Qualifications Staff advised that CEA Industries had not complied with Rule 5620(a) because it had not held its required annual shareholders’ meeting within the specified timeframe.

How did CEA Industries Inc. (BNC) regain compliance with Nasdaq Rule 5620(a)?

CEA Industries regained compliance by holding its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders on July 22, 2026 and making related public filings, including a definitive proxy statement filed June 30, 2026, which Nasdaq reviewed.

When did Nasdaq confirm CEA Industries Inc. (BNC) was back in compliance?

Nasdaq’s Staff sent a letter on August 5, 2026 confirming that, based on CEA Industries’ public disclosures and stockholder meeting, the company complies with Listing Rule 5620(a) and that the deficiency matter is closed.

What disclosure did CEA Industries Inc. (BNC) make on August 10, 2026?

On August 10, 2026, CEA Industries issued a press release announcing that Nasdaq had determined the company complies with Listing Rule 5620(a). The press release was filed as Exhibit 99.1 to this current report.

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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): August 5, 2026

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada			001-41266			27-3911608
(State or other jurisdiction of			(Commission			(IRS Employer
incorporation or organization)			File Number)			Identification No.)

385 South Pierce Avenue, Suite C

Louisville, Colorado 80027

(Address of principal executive office) (Zip Code)

(303) 993-5271

(Registrant's telephone number, including area code)

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(s)

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

Warrants to purchase Common Stock

BNCWZ

Nasdaq Capital Market

Preferred Stock Purchase Rights

N/A

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 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed by CEA Industries Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 13, 2026, on May 7, 2026 the Company received a letter from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer complied with Nasdaq Listing Rule 5620(a), which requires a listed company to hold an annual meeting of shareholders within twelve months of the end of the company’s fiscal year.

On July 22, 2026, the Company held its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders, the results of which were reported in the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2026.

On August 5, 2026, the Company received a letter from the Staff notifying the Company that, based on the Company’s public disclosures, including its definitive proxy statement filed on June 30, 2026 and its meeting of stockholders held on July 22, 2026, the Staff determined that the Company complies with Nasdaq Listing Rule 5620(a) and that the matter is now closed.

On August10, 2026, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.						Description
99.1						Press Release, dated August 10, 2026
104						Cover Page Interactive Data File (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 thereunto duly authorized.

Dated: August 10, 2026

			CEA INDUSTRIES INC.
			By:			/s/ William B. Miller
			Name:			William B. Miller
			Title:			Interim Principal Executive Officer and Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 8.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.7 KB