CEA Industries (BNCWW) furnishes shareholder letter on PIPE and warrants

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): September 21, 2025

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

(Registrants’ 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

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 7.01 Regulation FD Disclosure.

On September 21, 2025, CEA Industries Inc. (the “Company”) published a letter to its shareholders explaining, among other things, that the Company filed a registration statement on Friday, September 19, 2025 which registered the securities issued in its recently completed PIPE transaction and warrant transaction and providing an update on the Company’s operations (the “Shareholder Letter”). A copy of the Shareholder Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Shareholder Letter, dated September 21, 2025.
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: September 22, 2025	CEA INDUSTRIES INC.
	By:	/s/ David Namdar
	Name:	David Namdar
	Title:	Chief Executive Officer

FAQ

What did CEA Industries Inc. (BNCWW) disclose in this 8-K filing?

CEA Industries Inc. disclosed that it published a shareholder letter on September 21, 2025. The letter explains that the company filed a registration statement on September 19, 2025 to register securities issued in a recently completed PIPE transaction and warrant transaction, and it provides an update on the company’s operations.

What is the purpose of the registration statement mentioned by CEA Industries Inc.?

The registration statement filed on September 19, 2025 is described as registering the securities that were issued in CEA Industries Inc.’s recently completed PIPE transaction and warrant transaction.

How is the shareholder letter treated under securities law in this CEA Industries (BNCWW) 8-K?

The company states that the information in Item 7.01, including the shareholder letter attached as Exhibit 99.1, is being furnished and not filed, so it is not subject to the liabilities of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically referenced.

Where can investors find the CEA Industries Inc. shareholder letter referenced in the 8-K?

The shareholder letter is attached to the report as Exhibit 99.1, titled “Shareholder Letter, dated September 21, 2025.”

Does this CEA Industries 8-K include any financial statements or earnings data?

The report lists exhibits under Item 9.01, including the shareholder letter and a cover page interactive data file, but it does not present separate financial statements or earnings data in the provided content.

What exhibit numbers are included in this CEA Industries Inc. 8-K filing?

The filing includes Exhibit 99.1, which is the shareholder letter dated September 21, 2025, and Exhibit 104, which is the cover page interactive data file embedded within the Inline XBRL document.