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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): December 15, 2025
CEA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41266 | 27-3911608 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer 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 2.02 Results of Operations and Financial Condition.
On December 15, 2025, CEA Industries Inc. issued a press release announcing its financial and operational results for the quarter ended October 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
As described in Item 2.02 of this Current Report on Form 8-K, the following exhibits are furnished as part of this Current Report.
| Exhibit No. | Description | |
| 99.1 | Earnings Release, dated December 15, 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: December 15, 2025 | By: | /s/ David Namdar |
| Name: | David Namdar | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CEA Industries (BNC) Reports FY Q2 2026 Earnings Results
| ● | Fiscal Q2 2026 (which began on Aug 1, 2025 and ended Oct 31, 2025) included a $500M private placement, fueling BNC’s digital assets treasury transformation. | |
| ● | World’s Largest BNB Treasury with over 500,000 BNB held, providing unmatched exposure to a leading digital asset ecosystem. |
LOUISVILLE, CO, — CEA Industries Inc. (NASDAQ: BNC), (“BNC” or the “Company”), today reported financial results for its second fiscal quarter ended October 31, 2025.
“This quarter marked the definitive transformation into our new identity as BNC,” said David Namdar, CEO of CEA Industries. “By closing a $500 million financing round, launching our new ticker, and rapidly accumulating over 500,000 BNB tokens, we have successfully laid the foundation for our DAT strategy. With a strengthened Board of Directors, a launched share repurchase program, and a capital structure characterized by minimal debt, we are moving forward with a fortified balance sheet and a deep commitment to delivering shareholder value through our strategic BNB holdings.”
Fiscal Quarter and Subsequent Financial and Operational Highlights
| ● | Fiscal Q2 2026 Net Income: $283.6 million, inclusive of $206.8 million gain on change in fair value of warrant liability | |
| ● | Fiscal Q2 2026 EPS: $5.36 | |
| ● | Closed Transformational Financing: The Company closed a $500 million private placement on August 5, 2025. The offering has the potential to deliver up to $1.25 billion in gross proceeds if all associated warrants are exercised. | |
| ● | New Nasdaq Ticker: On August 6, 2025, the Company’s common stock began trading on the Nasdaq under new ticker symbol “BNC”. | |
| ● | Strategic Accumulation: Began the accumulation of BNB and during the quarter exceeded 500,000 BNB tokens. | |
| ● | Governance Expansion: The Board further strengthened its expertise and breadth of experience, appointing Dr. Russell Read as an independent director, who brings a strong track record of investment management, financial services, and executive leadership. The Board also appointed Carly E. Howard and Annemarie Tierney as independent directors, adding considerable digital asset, legal and regulatory knowledge as well as governance experience. | |
| ● | Transparency Initiatives: Announced and launched an investor dashboard to provide shareholders with real-time visibility into the Company’s digital asset holdings and performance. | |
| ● | Share Repurchase Program: Announced a $250 million stock buyback program reflecting management’s confidence in the Company’s intrinsic value, and acquired 1.8 million shares of common stock for $11.3 million, for an average price of $6.27 per share under the program, including $4.4 million of shares acquired during the quarter. |
Business Outlook
Looking ahead, CEA Industries remains committed to the disciplined execution of its digital asset treasury strategy, which is designed to complement and strengthen its operating businesses. The Company will continue to strategically deploy significant capital acquiring additional BNB, with the publicly stated goal of owning 1% of the total BNB supply, while continuing to make opportunistic share repurchases.
About CEA Industries Inc.
CEA Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets, including building and managing the world’s largest corporate treasury of BNB.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. This press release specifically contains forward-looking statements regarding BNC’s expectations or beliefs regarding (i) the Company’s position as the largest BNB treasury in the world; (ii) the long-term growth and adoption of the BNB ecosystem; (iii) BNC’s role in advancing BNB’s global adoption; (iv) the growth of interest from institutional partners and investors worldwide; (v) BNC being the most trusted and strategically positioned digital asset treasury; (vi) BNC’s ability to scale its holdings and introduce innovative structures, which result in lasting value to stockholders and (vii) updates and expansion of the dashboard. BNC wishes to caution readers that these forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking statements, readers should consider various risk factors, which include, but are not limited to, BNC’s ability to keep pace with new technology and changing market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking statements and the information in this press release is qualified in its entirety by cautionary statements and risk factor disclosures contained in BNC’s filings with the SEC, including BNC’s Form 10-K filed with the SEC on March 27, 2025, and Form 10-KT filed with the SEC on July 25, 2025, each as may be amended or supplemented from time to time. Copies of BNC’s filings with the SEC are available on the SEC’s website at www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
CEA Industries Media Inquiries:
Edelman Smithfield
CEA@edelmansmithfield.com
CEA Industries Investor Relations:
james@haydenir.com