Welcome to our dedicated page for Cea Industries SEC filings (Ticker: BNCWW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CEA Industries Inc. (Nasdaq: BNC) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents include Current Reports on Form 8-K that describe material events such as quarterly financial and operational results, shareholder letters, and other significant corporate developments.
In recent 8-K filings, CEA Industries identifies itself as a Nevada corporation with principal executive offices in Louisville, Colorado, and furnishes press releases announcing results for specific fiscal quarters. One filing references a shareholder letter that discusses a registration statement covering securities issued in a PIPE transaction and warrant transaction, along with an update on the company’s operations. Another 8-K furnishes a press release detailing financial and operational results for a quarter ended on a stated date.
For investors analyzing CEA Industries’ digital asset treasury strategy and capital structure, SEC filings can be a key source of information. Filings may discuss registration statements, private placements, warrants, and other equity-linked instruments, as well as governance matters and communications with shareholders. They complement the company’s press releases about its BNB-focused treasury approach, stockholder rights plan, and amended and restated bylaws.
On Stock Titan, these filings are paired with AI-powered tools that help summarize and highlight important points in documents such as Form 8-K, annual and transition reports, and other submissions. Users can review the original SEC materials while also using AI summaries to quickly understand the context of CEA Industries’ financial reporting, capital markets activity, and governance-related disclosures.
CEA Industries Inc. announced that its Stapled Warrants to purchase common stock have been approved for listing on the Nasdaq Capital Market. The warrants, each allowing the holder to buy one share at an exercise price of $15.15 per share, will trade under the ticker symbol “BNCWZ” beginning April 15, 2026.
The company states that a total of 49,504,988 Stapled Warrants are outstanding and exercisable until 5:00 p.m. New York City time on August 5, 2028. These warrants were originally issued under a Securities Purchase Agreement dated July 28, 2025 and are governed by a Warrant Agreement dated August 5, 2025.
CEA Industries Inc. reported that Chief Financial Officer William B. Miller received a grant of 363,636 Restricted Stock Units (RSUs) on common stock. These RSUs were awarded as compensation and carry no exercise price.
According to the vesting schedule, 25% of the RSUs, or 90,909 shares, will vest on April 6, 2027, with the remaining units vesting in equal quarterly installments through April 6, 2030, contingent on his continued service. The award was granted under the CEA Industries Inc. 2026 Inducement Plan, and following this grant Miller holds 363,636 RSUs directly.
CEA Industries Inc. approved a new 2026 Inducement Plan and granted a significant equity award to its recently appointed Chief Financial Officer, William (Brent) Miller. The plan authorizes up to 1,000,000 shares of common stock for equity awards to new employees as hiring incentives.
Under this plan, Mr. Miller received 363,636 time-based restricted stock units with a grant date fair value of $1,000,000. Twenty-five percent vests on the first anniversary of the grant, with the remainder vesting in equal quarterly installments through the fourth anniversary, subject to continued service.
The award includes pro-rata vesting on certain terminations, full vesting upon death, disability or certain change-in-control terminations, and is subject to clawback and recoupment policies, including those required under Section 10D of the Exchange Act.
CEA Industries Inc. reported that its board is seeking to renegotiate the company’s Asset Management Agreement with 10X Capital Asset Management LLC, which was originally signed in August 2025. After discussions with 10X, the board delivered a “Market Proposal” in early March.
The proposal would cut management fees from 1.75% of treasury asset NAV to 0.50% of NAV, with a potential 0.25% performance bonus, shorten the term from 20 years to two years from the original date, and reduce liquidated damages on termination. The company says 10X has not offered meaningful concessions, the agreement cannot be amended or terminated unilaterally without a substantial break fee, and the board will keep pursuing ways to improve terms while also preparing a consent revocation campaign in response to YZi Labs’ consent solicitation.
CEA Industries Inc. filed an initial Form 3 for Chief Financial Officer William B. Miller. This filing serves as his opening statement of beneficial ownership as an officer of the company. The Form 3 shows no reported transactions or derivative positions for Miller in this filing.
CEA Industries Inc. shareholders led by YZi Labs filed an amended Schedule 13D to update their position and actions regarding the company. YZi Labs and Changpeng Zhao report beneficial ownership of 2,150,481 common shares, representing 4.9% of the class, while Jiajin He reports 2,099,644 shares, or 4.6%.
On March 13, 2026, YZi Labs requested that CEA Industries set a record date so stockholders can act by written consent on proposals in YZi Labs’ preliminary consent statement. The request responds to bylaws amended in late December 2025 that added significant disclosure and procedural hurdles for nominating directors and soliciting written consents.
CEA Industries Inc. reported fiscal Q3 2026 net income of $(106.6) million, or $(2.00) per share, driven mainly by a sharp decline in the value of its BNB holdings. BNB fell about 28% from $1,089 to $781, creating an unrealized loss of roughly $159.8 million.
The company highlighted lower BNB ecosystem airdrop income and continued execution of its BNB digital asset treasury strategy, including repurchasing 2,176,217 shares over the nine months ended January 31, 2026. It also announced a planned CEO transition, with David Namdar to leave by no later than August 31, 2026 under a Transition Agreement.
Under that agreement, Namdar receives a $375,000 make-up consulting fee for past service, ongoing consulting fees of $50,000 per month through his separation date, a cash payment based on 132,000 shares valued at a 30-day average stock price benchmark, and a further $900,000 lump-sum payment equal to eighteen months of base consulting fees in exchange for releases and restrictive covenants.
CEA Industries Inc. reported results for the quarter ended January 31, 2026, its first full period reflecting a major shift to a BNB-focused digital asset treasury alongside its Canadian vaping business Fat Panda. Total assets rose to $436.8 million, driven mainly by digital assets with fair value of $409.2 million, including 515,544 BNB.
Quarterly revenue was $7.3 million, up slightly from $6.9 million a year earlier, largely from Canadian retail vape sales. The Company recorded an operating loss of $164.3 million, primarily from a $159.8 million unrealized loss on digital assets, but other income included a $38.1 million gain from revaluing warrant liabilities and $1.3 million of airdrop income.
For the successor period from June 7, 2025 through January 31, 2026, CEA reported net income of $171.2 million, reflecting large fair value gains on stapled warrants. The Company completed the Fat Panda acquisition for about $12.7 million, raised substantial capital through an August 2025 PIPE financing tied to its BNB treasury strategy, launched an at-the-market equity program, and adopted a shareholder rights plan effective through December 26, 2026.
CEA Industries Inc. reported that YZi Labs has requested the Board set a record date for a stockholder consent solicitation that would expand the Board from six to thirteen directors and elect seven YZi Labs nominees. This would give YZi Labs effective control of the Board and oversight of what the Company describes as the world’s largest corporate treasury of BNB.
The Board is reviewing whether the request complies with the bylaws and, if valid, will announce a record date for stockholders entitled to participate. In a press release, the Company highlighted potential conflicts if close associates of Changpeng Zhao and his affiliates controlled the Board and said it will issue a definitive consent revocation statement on a YELLOW card. Stockholders are told that no action is required at this time.
CEA Industries Inc. appointed Brent (William B.) Miller as Chief Financial Officer effective March 9, 2026. He brings over 20 years of experience in financial reporting, accounting policy, internal controls, capital markets and public company leadership across fintech, real estate and investment management firms.
Under his Employment Agreement, Miller will receive a base salary of $350,000 and a target 2026 annual incentive bonus of $175,000, tied to performance objectives. He will be eligible for annual equity grants with a target grant date fair value between $500,000 and $750,000, subject to performance, share availability and board approval.
As an inducement to join, he will receive a restricted stock unit grant with a grant date fair value of $1,000,000, vesting over four years, subject to continued service. If his employment is terminated without cause or for good reason, he is eligible for nine months of base salary as severance, with additional vesting acceleration of the inducement award if such a termination occurs within one year following a change in control.