Every 8-K that CEA Industries Inc. Warrant (BNCWZ) 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 BNCWZ 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 BNCWZ 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.