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CEA Industries Inc. and significant shareholder YZi Labs have entered into a Cooperation Agreement that reshapes the company’s board and governance. YZi Labs beneficially owns 2,150,481 shares, or about 5.07% of the common stock, while Jiajin He holds 2,099,644 shares, or about 4.95%.
The Board will expand to six directors and immediately add three YZi Labs-designated directors, with a mutually agreed independent director to be added within 90 days of June 23, 2026. A CEO Search Committee will be formed within three business days to identify a new chief executive officer by the 2026 special meeting or August 31, 2026.
YZi Labs agrees to terminate its prior consent solicitation, observe standstill and voting commitments in line with the Board’s recommendations, and accept mutual non‑disparagement and releases of claims. Several prior group members now report zero beneficial ownership and are no longer part of a Section 13(d) group.
CEA Industries Inc. and significant shareholder YZi Labs have entered into a Cooperation Agreement that reshapes the company’s board and governance. YZi Labs beneficially owns 2,150,481 shares, or about 5.07% of the common stock, while Jiajin He holds 2,099,644 shares, or about 4.95%.
The Board will expand to six directors and immediately add three YZi Labs-designated directors, with a mutually agreed independent director to be added within 90 days of June 23, 2026. A CEO Search Committee will be formed within three business days to identify a new chief executive officer by the 2026 special meeting or August 31, 2026.
YZi Labs agrees to terminate its prior consent solicitation, observe standstill and voting commitments in line with the Board’s recommendations, and accept mutual non‑disparagement and releases of claims. Several prior group members now report zero beneficial ownership and are no longer part of a Section 13(d) group.
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. 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. filed an amended quarterly report to restate earnings per share for the quarter and successor period ended October 31, 2025. Management determined the basic and diluted weighted-average share counts were understated, which caused EPS to be overstated.
For the three months ended October 31, 2025, weighted-average shares were understated by 2,214,508 and basic and diluted EPS were restated downward by $0.21 to $5.18 basic and $5.15 diluted. For the successor period from June 7 through October 31, 2025, basic shares were understated by 1,857,056 and diluted shares by 857,057, reducing both basic and diluted EPS by $0.45 to $8.02 basic and $7.98 diluted.
The company states the error affects only EPS calculations; revenue, net income, assets, liabilities, equity and cash flows are unchanged. Management links the error to an existing material weakness in internal control over financial reporting. As of October 31, 2025, the balance sheet shows $616.5 million in total assets, including $547.1 million of BNB and other digital assets, and shareholders’ equity of $484.9 million.
CEA Industries Inc. filed an amended quarterly report to restate earnings per share for the quarter and successor period ended October 31, 2025. Management determined the basic and diluted weighted-average share counts were understated, which caused EPS to be overstated.
For the three months ended October 31, 2025, weighted-average shares were understated by 2,214,508 and basic and diluted EPS were restated downward by $0.21 to $5.18 basic and $5.15 diluted. For the successor period from June 7 through October 31, 2025, basic shares were understated by 1,857,056 and diluted shares by 857,057, reducing both basic and diluted EPS by $0.45 to $8.02 basic and $7.98 diluted.
The company states the error affects only EPS calculations; revenue, net income, assets, liabilities, equity and cash flows are unchanged. Management links the error to an existing material weakness in internal control over financial reporting. As of October 31, 2025, the balance sheet shows $616.5 million in total assets, including $547.1 million of BNB and other digital assets, and shareholders’ equity of $484.9 million.
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. 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. 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. 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.