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. entered a master loan agreement with BitGo Prime that allows it to borrow digital assets or cash against overcollateralized positions, including BNB, subject to margin calls. The company initially drew 10 million USDC at a 9.5% annual fee, maturing on October 30, 2026, with options to renew in six‑month terms. Financial covenants require at least $25 million of Borrower’s Net Equity and a Borrower’s Leverage Ratio not exceeding 200%. Separately, President and director Anthony K. McDonald resigned and entered a severance agreement providing $250,000 over 12 months plus up to $10,000 for legal fees, while his existing equity awards remain under their current terms. The Board appointed Carly E. Howard as Chair, continuing a governance-focused refresh of the company’s leadership.
CEA Industries Inc. entered a master loan agreement with BitGo Prime that allows it to borrow digital assets or cash against overcollateralized positions, including BNB, subject to margin calls. The company initially drew 10 million USDC at a 9.5% annual fee, maturing on October 30, 2026, with options to renew in six‑month terms. Financial covenants require at least $25 million of Borrower’s Net Equity and a Borrower’s Leverage Ratio not exceeding 200%. Separately, President and director Anthony K. McDonald resigned and entered a severance agreement providing $250,000 over 12 months plus up to $10,000 for legal fees, while his existing equity awards remain under their current terms. The Board appointed Carly E. Howard as Chair, continuing a governance-focused refresh of the company’s leadership.
CEA Industries Inc ownership disclosure: Vanguard Capital Management reports beneficial ownership of 2,176,595 shares of CEA Industries Inc common stock, representing 5.07% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 2,176,595 shares and sole voting power over 275,131 shares. The statement clarifies these holdings include securities held by Vanguard funds and certain Vanguard affiliates and is signed on 04/29/2026.
CEA Industries Inc ownership disclosure: Vanguard Capital Management reports beneficial ownership of 2,176,595 shares of CEA Industries Inc common stock, representing 5.07% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 2,176,595 shares and sole voting power over 275,131 shares. The statement clarifies these holdings include securities held by Vanguard funds and certain Vanguard affiliates and is signed on 04/29/2026.
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. 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. 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. 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. 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. 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. 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 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 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.