CEA Industries SEC Filings

CEA Industries, Inc. (VAPE) has filed a shelf registration/prospectus describing an offering of Common Stock and information investors should read before investing. The document discloses the company had 42,614,935 shares of Common Stock outstanding as of August 25, 2025, and that certain dilutive securities are excluded from that total: 24,644 shares issuable upon exercise of stock options, 524,999 underlying unvested restricted stock units, and 495,048 shares issuable upon exercise of warrants. The prospectus presents pro forma net tangible book value per share as $11.25, an increase attributable to new investors of $0.62 per share, and an as‑adjusted net tangible book value per share of $11.88. The offering outlines potential uses of proceeds including working capital, capital expenditures, share repurchases, debt repayment, and pursuing a BNB treasury strategy. Investors are directed to the prospectus and incorporated documents for full details.

CEA Industries, Inc. filed an amended Form 8-K/A reporting pro forma financial information related to a business acquisition. The filing states it is providing a pro forma condensed combined balance sheet as of April 30, 2025, pro forma condensed combined statements of operations for the year ended April 30, 2025, and the notes to the unaudited pro forma condensed combined financial information as an exhibit.

The submission identifies exhibit 99.1 as the pro forma financial package and is signed by the CEO, David Namdar. The filing lists the companys securities (common stock ticker BNC on Nasdaq Capital Market and warrants BNCWW) but does not include numerical results or the underlying pro forma adjustments within the provided text.

CEA Industries Inc. (VAPE) – Insider equity grant disclosed. Director Matthew Tarallo filed an amended Form 4 on 08/05/2025 covering activity dated 07/27/2025.

• Grant details: 5,790 restricted stock units (RSUs) awarded at $0 under the company’s 2025 Equity Incentive Plan. Transaction code “A” indicates an equity award, not an open-market purchase.
• Vesting terms: RSUs vest only if (i) Tarallo’s board service ends on or before 08/05/2025 and (ii) shareholders subsequently approve the 2025 plan.
• Post-grant holdings: Tarallo now holds 1,529 common shares directly and 5,790 RSUs subject to the conditions above. Ownership is reported as Direct (“D”).

No cash was exchanged and the filing contains no revenue or earnings information. The disclosure signals a potential board departure contingency and highlights the need for upcoming shareholder approval of the new incentive plan.

CEA Industries Inc. (VAPE) – Form 4 filing dated 08/05/2025

Director Matthew Tarallo converted 1,529 derivative securities into an equal number of common shares at a $0.00 exercise price. The cash-free settlement doubled his direct ownership from 1,529 to 3,058 shares. All corresponding derivative securities were simultaneously disposed of, leaving no remaining derivatives outstanding.

The filing reflects a routine vesting/settlement rather than an open-market purchase. While the additional shares may signal incremental insider confidence, the absolute size is immaterial to CEA Industries’ share count and is unlikely to exert meaningful market impact.