Form 8-K CEA Industries Inc. For: Aug 05

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August 10, 2026 4:16 PM EDT

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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): August 5, 2026

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

(Registrant's 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

Warrants to purchase Common Stock

BNCWZ

Nasdaq Capital Market

Preferred Stock Purchase Rights

N/A

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 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed by CEA Industries Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 13, 2026, on May 7, 2026 the Company received a letter from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer complied with Nasdaq Listing Rule 5620(a), which requires a listed company to hold an annual meeting of shareholders within twelve months of the end of the company’s fiscal year.

On July 22, 2026, the Company held its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders, the results of which were reported in the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2026.

On August 5, 2026, the Company received a letter from the Staff notifying the Company that, based on the Company’s public disclosures, including its definitive proxy statement filed on June 30, 2026 and its meeting of stockholders held on July 22, 2026, the Staff determined that the Company complies with Nasdaq Listing Rule 5620(a) and that the matter is now closed.

On August10, 2026, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.


Exhibit No.						Description

99.1						Press Release, dated August 10 , 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: August 10, 2026