Every 8-K that CEA Industries Inc. Warrant (BNCWW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BNCWW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BNCWW filings page.
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) 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. 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. entered into a Cooperation Agreement with YZi Labs, a major shareholder holding 2,150,481 common shares and warrants for 21,215,860 additional shares. In return, YZi Labs will terminate its consent solicitation and related proxy contest activity.
Three YZi-affiliated nominees, Ling “Ella” Zhang, Alex Odagiu and Matthew Roszak, have joined the Board, which expanded to six directors, and a mutually agreed independent director is expected within about ninety days of June 23, 2026. The Board will form a CEO Search Committee to identify a new chief executive officer by the earlier of the 2026 annual meeting and August 31, 2026, while appointing Alex Odagiu as Interim President reporting directly to the Board.
The company adopted Amended and Restated Bylaws clarifying that the president’s powers are set by the Board. It also set July 22, 2026 as the date for its 2026 Annual Meeting, with new deadlines of June 29, 2026 and July 4, 2026 for stockholder proposals, depending on how they are submitted.
CEA Industries Inc. notified investors that certain previously issued quarterly financial statements should no longer be relied upon because of errors in calculating the weighted-average number of shares used for earnings per share (EPS).
The error understated basic and diluted share counts in multiple 2025–2026 periods, which in turn either overstated or understated previously reported basic and diluted EPS, including EPS overstatements of up to $4.26 per share for the Third Quarter Successor period and $0.45 per share for the Second Quarter Successor period. The company states that net income (loss), revenue, assets, liabilities, equity, cash flows, and net income (loss) available to common stockholders were not affected.
CEA Industries plans to amend its affected Forms 10-Q to restate EPS and related disclosures for the specified Successor and Predecessor periods, and management and the audit committee have discussed these matters with the independent auditor, Sadler, Gibb & Associates, LLC.
CEA Industries Inc. reported that Nicholas J. Etten resigned from its Board of Directors. The company states that his resignation as a director occurred on June 10, 2026, with the effective date expected to be later in June 2026. The filing does not describe any changes to executive officers or compensatory arrangements, and no financial results or transactions are included. The rest of the report consists of standard disclosure items and an exhibit reference for the cover page interactive data file.
CEA Industries Inc. received a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual shareholder meeting within 12 months of its fiscal year ended April 30, 2026. The company has until June 22, 2026 to submit a plan showing how it will regain compliance, and Nasdaq may grant up to 180 days from the fiscal year end, through October 27, 2026, for CEA to do so. The company plans to prepare a proxy statement and organize an annual meeting in the coming weeks, but there is no assurance Nasdaq will accept its plan. If the plan is rejected, CEA’s securities may be subject to delisting, although the company would be able to appeal to a hearings panel.
CEA Industries Inc. entered a master loan agreement with BitGo Prime that allows it to borrow digital assets or cash against overcollateralized positions, including BNB, subject to margin calls. The company initially drew 10 million USDC at a 9.5% annual fee, maturing on October 30, 2026, with options to renew in six‑month terms. Financial covenants require at least $25 million of Borrower’s Net Equity and a Borrower’s Leverage Ratio not exceeding 200%. Separately, President and director Anthony K. McDonald resigned and entered a severance agreement providing $250,000 over 12 months plus up to $10,000 for legal fees, while his existing equity awards remain under their current terms. The Board appointed Carly E. Howard as Chair, continuing a governance-focused refresh of the company’s leadership.
CEA Industries Inc. announced that its Stapled Warrants to purchase common stock have been approved for listing on the Nasdaq Capital Market. The warrants, each allowing the holder to buy one share at an exercise price of $15.15 per share, will trade under the ticker symbol “BNCWZ” beginning April 15, 2026.
The company states that a total of 49,504,988 Stapled Warrants are outstanding and exercisable until 5:00 p.m. New York City time on August 5, 2028. These warrants were originally issued under a Securities Purchase Agreement dated July 28, 2025 and are governed by a Warrant Agreement dated August 5, 2025.
CEA Industries Inc. approved a new 2026 Inducement Plan and granted a significant equity award to its recently appointed Chief Financial Officer, William (Brent) Miller. The plan authorizes up to 1,000,000 shares of common stock for equity awards to new employees as hiring incentives.
Under this plan, Mr. Miller received 363,636 time-based restricted stock units with a grant date fair value of $1,000,000. Twenty-five percent vests on the first anniversary of the grant, with the remainder vesting in equal quarterly installments through the fourth anniversary, subject to continued service.
The award includes pro-rata vesting on certain terminations, full vesting upon death, disability or certain change-in-control terminations, and is subject to clawback and recoupment policies, including those required under Section 10D of the Exchange Act.
CEA Industries Inc. reported that its board is seeking to renegotiate the company’s Asset Management Agreement with 10X Capital Asset Management LLC, which was originally signed in August 2025. After discussions with 10X, the board delivered a “Market Proposal” in early March.
The proposal would cut management fees from 1.75% of treasury asset NAV to 0.50% of NAV, with a potential 0.25% performance bonus, shorten the term from 20 years to two years from the original date, and reduce liquidated damages on termination. The company says 10X has not offered meaningful concessions, the agreement cannot be amended or terminated unilaterally without a substantial break fee, and the board will keep pursuing ways to improve terms while also preparing a consent revocation campaign in response to YZi Labs’ consent solicitation.
CEA Industries Inc. reported fiscal Q3 2026 net income of $(106.6) million, or $(2.00) per share, driven mainly by a sharp decline in the value of its BNB holdings. BNB fell about 28% from $1,089 to $781, creating an unrealized loss of roughly $159.8 million.
The company highlighted lower BNB ecosystem airdrop income and continued execution of its BNB digital asset treasury strategy, including repurchasing 2,176,217 shares over the nine months ended January 31, 2026. It also announced a planned CEO transition, with David Namdar to leave by no later than August 31, 2026 under a Transition Agreement.
Under that agreement, Namdar receives a $375,000 make-up consulting fee for past service, ongoing consulting fees of $50,000 per month through his separation date, a cash payment based on 132,000 shares valued at a 30-day average stock price benchmark, and a further $900,000 lump-sum payment equal to eighteen months of base consulting fees in exchange for releases and restrictive covenants.
CEA Industries Inc. reported that YZi Labs has requested the Board set a record date for a stockholder consent solicitation that would expand the Board from six to thirteen directors and elect seven YZi Labs nominees. This would give YZi Labs effective control of the Board and oversight of what the Company describes as the world’s largest corporate treasury of BNB.
The Board is reviewing whether the request complies with the bylaws and, if valid, will announce a record date for stockholders entitled to participate. In a press release, the Company highlighted potential conflicts if close associates of Changpeng Zhao and his affiliates controlled the Board and said it will issue a definitive consent revocation statement on a YELLOW card. Stockholders are told that no action is required at this time.
CEA Industries Inc. appointed Brent (William B.) Miller as Chief Financial Officer effective March 9, 2026. He brings over 20 years of experience in financial reporting, accounting policy, internal controls, capital markets and public company leadership across fintech, real estate and investment management firms.
Under his Employment Agreement, Miller will receive a base salary of $350,000 and a target 2026 annual incentive bonus of $175,000, tied to performance objectives. He will be eligible for annual equity grants with a target grant date fair value between $500,000 and $750,000, subject to performance, share availability and board approval.
As an inducement to join, he will receive a restricted stock unit grant with a grant date fair value of $1,000,000, vesting over four years, subject to continued service. If his employment is terminated without cause or for good reason, he is eligible for nine months of base salary as severance, with additional vesting acceleration of the inducement award if such a termination occurs within one year following a change in control.
CEA Industries Inc. announced that its Board has proposed amendments to the Asset Management Agreement with 10X Capital Asset Management LLC. The Board is seeking lower management fees, a shorter term and a more favorable termination provision to make the structure more cost-efficient.
10X has indicated it is willing to work cooperatively on potential changes, and the Board aims to conclude discussions quickly. The move follows the public confirmation by YZi Labs that it terminated a side agreement with 10X that had limited 10X’s ability to amend the arrangement. The company also plans to file a consent revocation statement in response to YZi Labs’ consent solicitation.
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. 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.