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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 3, 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
1.01 Entry into a Material Definitive Agreement.
On
September 3, 2025, CEA Industries Inc. (the “Company”) entered into Amendment No. 1 to the Registration Rights Agreement
(the “Amendment”) with certain holders of the Company’s securities (the “Consenting Holders”) who collectively
beneficially own at least 50.1% of the then outstanding Registrable Securities, as defined in the Registration Rights Agreement dated
July 28, 2025 (the “Registration Rights Agreement”). The Amendment extends the deadline for the Company to file the initial
resale registration statement (the “Initial Registration Statement”) with the Securities and Exchange Commission from the
30th calendar day following the closing date to the 45th calendar day, with the Company having the sole option, upon notice to all holders
prior to the 45th calendar day, to further extend the Filing Date to no later than the 60th calendar day following the closing date.
The
Amendment also provides that, for purposes of Section 2(d) of the Registration Rights Agreement, the Company’s failure to file
the Initial Registration Statement on or before the 30th calendar day following the closing date will not constitute an “Event”
or give rise to any “Event Date,” and no liquidated damages or other payments will accrue or be payable, provided the Company
files the Initial Registration Statement on or before the 45th calendar day (or, if the extension is exercised, the 60th calendar day)
following the closing date. Except as expressly amended by the Amendment, the Registration Rights Agreement remains in full force and
effect in accordance with its terms.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 10.3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.3.1 |
|
Form
of Amendment No. 1 to the Registration Rights Agreement, dated September 3, 2025 |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| |
CEA
Industries Inc. |
| |
|
|
| Dated:
September 9, 2025 |
By: |
/s/
David Namdar |
| |
Name: |
David
Namdar |
| |
Title: |
Chief
Executive Officer |
