SEC 8-K filings with transcript text
Jun 23, 2026
bnc-20260623
false000148254100014825412026-06-232026-06-230001482541BNC:CommonStockParValue0.00001Member2026-06-232026-06-230001482541BNC:WarrantsToPurchaseCommonStockMember2026-06-232026-06-230001482541BNC:WarrantsToPurchaseCommonStockTwoMember2026-06-232026-06-23
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): June 23, 2026
(Exact name of registrant as specified in its charter)
Nevada001-4126627-3911608
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001BNC Nasdaq Capital Market
Warrants to purchase Common StockBNCWW Nasdaq Capital Market
Warrants to purchase Common StockBNCWZ 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 June 23, 2026, CEA Industries Inc. (the “Company”) issued a press release announcing its financial and operational results for the year ended April 30, 2026. 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.
Exhibit No.Description
99.1 Press release, dated June 23, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: June 23, 2026
By:/s/ David Namdar
Name:David Namdar
Title:Chief Executive Officer
Mar 16, 2026
3 ex99-1.htm
Exhibit 99.1
CEA Industries (BNC) Reports FY Q3 2026 Earnings Results; Announces CEO Transition
●David Namdar will transition from his role as CEO in accordance with the Board’s succession planning
●Company continued to execute BNB digital asset treasury strategy, including opportunistic share repurchases
CO, Mar. 16, 2026 (GLOBE NEWSWIRE) — CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), a growth-oriented company focused on managing the world’s largest corporate treasury of BNB, today reported financial results for its third fiscal quarter ended January 31, 2026.
“Volatility in crypto assets this quarter proved that our strategy of avoiding debt provided structural resilience,” said David Namdar, CEO of CEA Industries. “By anchoring our portfolio with over 500,000 BNB, we have established ourselves as the premier global treasury for this asset, offering shareholders unmatched exposure to a vital digital ecosystem. While we have observed a recent contraction in yields on the Binance platform, we view this as a temporary reflection of broader market conditions and remain confident in a return to historical performance levels. With a capital structure characterized by no material leverage, avoiding the debt burdens of peers, we prioritized structural resilience over fleeting optics. We utilized this period to strengthen our corporate governance structure and execute opportunistic share repurchases, ensuring we are well positioned for the next phase of the market cycle.”
Fiscal Quarter and Subsequent Financial and Operational Highlights
● Fiscal Q3 2026 Net Income: $(106.6) million
● Fiscal Q3 2026 EPS: $(2.00)
● BNB Price Impact & Treasury: The significant decline in the market price of BNB during the quarter represents the primary driver of the change in our financial results for the period. BNB constitutes the substantial majority of the Company’s total assets, and as a result, fluctuations in its market price have a direct and material impact on our net asset value and reported financial performance. For the quarter ended January 31, 2026, BNB declined approximately 28% from $1,089 to $781, resulting in an unrealized loss of approximately $159.8 million. Management believes this performance reflects broader digital asset market conditions rather than any deterioration in BNC’s underlying business or strategy.
● Airdrop Income Decline: Historically, a portion of BNC’s treasury income has been derived from BNB ecosystem airdrops distributed to holders of BNB. During the current period, airdrop activity within the BNB ecosystem has declined materially compared to prior periods, contributing to a reduction in this income stream. The Company cannot predict the timing or magnitude of future airdrops, and continued reduction in airdrop frequency or size could have an adverse effect on our results of operations.
● AMA Renegotiation: The Company is currently engaged in arm’s-length discussions to renegotiate the terms of its Asset Management Agreement (AMA) with 10X Capital Management with the goal of reducing management fees for the benefit of all shareholders. The Board believes that a revised fee structure better aligned with the Company’s current scale and asset profile is in the best interest of shareholders and is committed to completing this process in a timely manner. There can be no assurance that the renegotiation will be completed on terms acceptable to the Company.
● Board Enhancements: The Board further strengthened its expertise and breadth of experience, appointing independent director Annemarie Tierney, and after the quarter end, Glenn Tyranski, to the Board, adding considerable digital asset, legal and regulatory knowledge, as well as corporate governance experience.
● Independent Committee Reconstitution: Subsequent to the quarter end, the Board of Directors has taken steps to reconstitute all four of its standing committees — Audit, Compensation, Nominating and Governance, and Strategic Committees — with three fully independent directors. The Board believes this action reinforces its commitment to strong corporate governance and shareholder accountability and reflects the Board’s ongoing focus on aligning its structure with best practices for public companies.
● Appointment of CFO: Subsequent to the quarter end, the Company appointed Brent Miller as its Chief Financial Officer.
● Transparency Initiatives: An investor dashboard was announced and launched to provide shareholders with real-time visibility into the Company’s digital asset holdings and performance.
● Share Repurchase Program: As part of its stock buyback program reflecting management’s confidence in the Company’s intrinsic value, the Company repurchased an aggregate of 2,176,217 shares of its common stock during nine-months ended January 31, 2026.
CEO Transition
David Namdar will transition from his role as Chief Executive Officer of BNC, leaving the Company in ac
Dec 16, 2025
2 ex99-1.htm
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.
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
●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
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 bus
Sep 23, 2025
2 ex99-1.htm
Exhibit 99.1
CEA Industries (BNC) Reports Transformational Fiscal Q1 2026; Embraces BNB Digital Asset Treasury Strategy
●Fiscal Q1 2026 (which began on May 1, 2025 and ended July 31, 2025) included a $500M private placement, fueling BNC’s digital assets treasury transformation.
is targeting 1% ownership of BNB’s total supply by year-end 2025.
●Note: The acquisition of digital assets commenced subsequent to the end of the reporting period for this Fiscal Q1, and these digital assets are not included in the Q1 financials.
CO – September 22, 2025 – CEA Industries Inc. (NASDAQ: BNC), (“BNC” or the “Company”), today
reported financial results for its first fiscal quarter ended July 31, 2025.1 The Company’s first-quarter performance underscores the resilience of our core business while complementing the transformational growth following the successful closing of a $500 million private placement at the end of the quarter. As part of the Company’s new Digital Asset Treasury (DAT) strategy, the Company is targeting 1% ownership of BNB’s total supply by the end of calendar 2025.
“This quarter was the dawn of a new era for our company, culminating in our rebirth as BNC,” said David Namdar, CEO of CEA Industries. “We intend to continue to fortify our balance sheet and build out a world-class management team to execute on a mission: to build the world’s leading digital asset treasury company focused on the BNB ecosystem.”
Fiscal Quarter and Subsequent Strategic Highlights
●Announced and Closed Transformational Financing: On July 28, 2025, the Company announced a $500 million private placement and successfully closed it 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”.
The financial results for the quarter ended July 31, 2025 (which, for clarity, is the Company’s first quarter of its Fiscal Year 2026), reflect the Company’s legacy operations prior to the initiation of the digital asset treasury strategy, and the closing of a $500 million private placement. The acquisition of digital assets commenced subsequent to the end of the reporting period, and these digital assets are not included in the first quarter financials. The digital asset treasury is expected to be reflected in the subsequent fiscal Q2 financials, which period ends on October 31st, and is expected to be reported on or prior to December 15, 2025.
1 Company’s 2026 fiscal quarters are as follow: Q1 is May 1, 2025, through July 31, 2025; Q2 is August 1, 2025, through October 31, 2025; Q3 is November 1, 2025, through January 31, 2026; and Q4 is February 1, 2026, through April 30, 2026. The Company adopted this fiscal year prior to the PIPE transaction.
Business Outlook
Looking ahead, CEA Industries remains committed to the disciplined execution of its digital asset treasury, which is designed to complement and strengthen its operating business. The Company will continue to deploy significant capital to acquire additional BNB, with the publicly stated goal of owning 1% of the total BNB supply.
The Company plans to provide transparent and timely updates on its BNB holdings and treasury operations.
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
treasury in the world; (ii) the long-term growth and adoption of the BNB ecosystem; and (iii) BNC’s target of 1% ownership of BNB’s total supply by the end of calendar 2025. 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,
Nov 14, 2018
2 ex99-1.htm
99.1
FOR
Surna Reports Q3 2018 Results
November 14, 2018 – Boulder, Colorado – Surna Inc. (OTCQB: SRNA) announced today operating and financial results for the three and nine months ended September 30, 2018. Surna designs, engineers and manufactures application-specific environmental control and air sanitation systems for commercial, state- and provincial-regulated indoor cannabis cultivation facilities in the U.S. and Canada.
Q3 2018 versus Q2 2018 Highlights
Key highlights comparing Q3 2018 to Q2 2018 are set forth below. Additionally, our condensed financial statements for the three and nine months ending September 30, 2018 are included at the end of this press release.
● Our Q3 2018 revenue was $3,325,000, an increase of $1,317,000, or 66%, compared to Q2 2018.
● Our Q3 2018 net bookings were $3,328,000, a decrease of $539,000, or 14% compared to Q2 2018. See “Sales Activity and Backlog” below.
● Our ending backlog as of September 30, 2018 was $8,886,000, an increase of $3,000, or 1%, compared to our June 30, 2018 backlog.
● Our Q3 2018 gross profit margin was 33%, an increase of seven percentage points from our Q2 2018 gross profit margin.
● We realized a Q3 2018 net loss of $644,000 as compared to a Q2 2018 net loss of $1,401,000, a decrease of $757,000, or 54%. The Q3 2018 net loss included $574,000 of non-cash, stock-based compensation expenses and $48,000 of depreciation and intangible asset amortization expense as compared to $823,000 of non-cash, stock-based compensation expenses and $44,000 of depreciation and intangible asset amortization expense in Q2 2018. Excluding these non-cash items, our net loss was $22,000, a decrease $512,000 or 96%.
● As of September 30, 2018, we had cash and cash equivalents of $1,417,000, compared to cash and cash equivalents of $1,629,000 as of June 30, 2018, a decrease of $212,000, or 13%.
Our current management team was put in place just over a year ago with a primary objective of increasing revenue, improving operations and creating a visible path to sustained profitability. Q3 2018 marked the first quarter where the fruits of these efforts became visible across three of the Company’s key operating metrics:
1. Revenue. Q3 2018 reflects a positive revenue-generating capability. Although, for a variety of reasons typical to most small businesses, it is certain that revenue will continue to be uneven in future quarters, management believes that the trend will continue and improve over time.
2. Margins. The seven-percentage point increase in gross margin to 33% in Q3 2018 demonstrates the Company’s capability of improving margins contemporaneous with increasing revenue growth—rather than sacrificing one for the other, as is sometimes the case for businesses seeking to ramp revenue.
3. Cash. The net loss, excluding non-cash, stock-based compensation, depreciation, and amortization expenses, of only $22,000 in Q3 2018 demonstrates the Company’s ability to conserve cash as our revenue level increases. As with the uncertainty surrounding revenue and changes in revenue from quarter to quarter, the Company also cannot accurately forecast whether it will generate or use cash over the next few quarters. Nonetheless, the Company remains highly focused on its cash balance as a key operating metric.
Chris Bechtel, the Company’s CEO stated: “While we realize that one quarter is just that and the Company still has losses, Q3 2018 was nonetheless a gratifying validation of the foundation that we have established and the operational improvements that have been implemented across every aspect of Surna’s business over the last four quarters. If and when Surna achieves sustained positive cash flow over a number of quarters, we believe that proof point will be a significant differentiating factor in our industry and correspondingly open up a wide range of strategic opportunities that may not otherwise be available to us or other companies consuming cash in our industry. We further believe that cash flow positive companies in our industry have the ability to maximize the visibility, liquidity and marketability of their public shares and build shareholder value. Surna is working toward being one of those companies.”
Year-to-Date
Highlights
● Revenue for the nine months ended September 30, 2018 was $7,387,000 compared to $4,901,000 for the nine months ended September 30, 2017, an increase of $2,486,000, or 51%.
● We had a net loss of $3,928,000 for the nine months ended September 30, 2018, as compared to a net loss of $3,553,000 for the nine months ended September 30, 2017, an increase of $375,000, or 11%. However, the net loss included $2,067,000 of non-cash, stock-based compensation expenses and $119,000 of depreciation and intangible asset amortization expense in the nine months ended September 30, 2018 as compared to non-cash, stock-based compensation expense of $1,271,000 and depreciation and intangible asset amortiz
Apr 7, 2017
8-K 1 form8-k.htm
Washington,
8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2017
(Exact name of registrant as specified in its charter)
Nevada
000-54286
27-3911608
(State or other jurisdiction
of incorporation)
(Commission
File No.)
Employer
Identification No.)
1780 55th St., Suite C
Boulder, Colorado
80301
(Address of principal executive offices)
(Zip Code)
(303) 993-5271
Registrant’s telephone number, including area code
No change
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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))
Item 2.02 Results of Operations and Financial Condition.
On March 31, 2017, Surna Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2016. On that same day, the Company held a conference call to discuss its financial results for the fiscal year ended December 31, 2016. A copy of the press release is attached as Exhibit 99.1 and a transcript of the conference call is attached as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press release dated March 31, 2017
99.2
March 31, 2017 Conference Call transcript
2
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 hereunto duly authorized.
Date: April 7, 2017 By: /s/ Trent Doucet
Trent Doucet
President and Chief Executive Officer
3
Exhibit No.
Description
99.1
Press release dated March 31, 2017
99.2
March 31, 2017 Conference Call transcript
4
Apr 13, 2016
8-K 1 form8-k.htm
Washington,
8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2016
(Exact name of registrant as specified in its charter)
Nevada
000-54286
27-3911608
(State or other jurisdiction
of incorporation)
(Commission
File No.)
Employer
Identification No.)
1780 55th St., Suite C
Boulder, Colorado
80301
(Address of principal executive offices)
(Zip Code)
(303) 993-5271
Registrant’s telephone number, including area code
No change
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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))
Item 2.02 Results of Operations and Financial Condition.
On April 13, 2016, Surna Inc. issued a press release announcing its financial results for the fiscal year ended December 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press release dated April 13, 2016 (furnished herewith).
2
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 hereunto duly authorized.
Date: April 13, 2016 By: /s/ Ellen White
Ellen White
Chief Financial Officer
3
Exhibit No.
Description
99.1
Press release dated April 13, 2016 (furnished herewith).
4
Apr 23, 2015
8-K 1 form8-k.htm
Washington,
8-K
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2015 (April 17, 2015)
(Exact name of registrant as specified in its charter)
Nevada
000-54286
27-3911608
(State or other jurisdiction
(Commission
Employer
of incorporation)
File Number)
Identification No.)
1780 55th St., Suite C
Boulder, CO
80301
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (303) 993-5271
No change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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))
Item 2.02 Results of Operations and Financial Condition.
On April 21, 2015, Surna Inc. (“Surna”) issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information in this Item 2.02, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2015, the board of directors of Surna (the “Board”) appointed Tae Darnell as interim principle executive officer and President to replace Tom Bollich in connection with his resignation from the positions of President, Chief Executive Officer, and Chairman of the Board, effective immediately. Mr. Bollich also resigned as a member of the Board as of that same day. Mr. Darnell will act as Surna’s principle executive officer until the Board appoints a permanent Chief Executive Officer. Additionally, Mr. Darnell will continue to serve as Surna’s General Counsel.
Mr. Darnell, age 42, has been with Surna since 2014. He joined the Board on March 26, 2014. He was appointed Vice President and General Counsel on April 2, 2014 and assumed the role of Secretary on April 14, 2014 until April 17, 2015. Previously, Darnell had been in the private practice of law since 2008. From July 2008 to the present, he has been the principal at the Law offices of Tae Darnell. He co-founded the Cannabis Law Center and was a partner with McAllister, Darnell, and Gottlieb, P.C. (later McAllister, Darnell and Associates, P.C.) from May 2010 to July 2013. In addition, he is a certified NFL agent and worked with the Atlas Sports Agency from April 2011 to September 2013. Outside of his sports agency representation, Darnell has focused his general practice on serving Colorado’s burgeoning cannabis industry. His firms have represented over 500 dispensaries, cultivation premises, and infused product manufacturing companies, and he played a pivotal role in Colorado’s movement to a regulated cannabis market. Darnell earned his J.D. from the Sturm College of Law at the University of Denver.
Mr. Darnell does not have any family relationships with any of the officers or directors of Surna.
Mr. Darnell does not have an interest in any transaction required to be reported pursuant to Item 404(a) of Regulation S-K under Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press release dated April 21, 2015
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 hereunto duly authorized.
Dated: April 23, 2015 By: /s/ Douglas McKinnon
Name: Douglas McKinnon
Title: Executive Vice President and Chief Financial Officer
Oct 8, 2014
1 form8ka.htm
Washington,
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2014
(Exact name of registrant as specified in its charter)
Nevada
000-54286
27-3911608
(State or other jurisdiction
(Commission
Employer
of incorporation)
File Number)
Identification No.)
1780 55th Street, Suite C, Boulder, CO
80301
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (303) 993-5271
Not applicable.
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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))
On July 29, 2014, Surna, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) related to a Membership Interest Purchase Agreement, as amended, entered into among the Company, Hydro Innovations, LLC, and its owners Stephen Keen and Brandy Keen. This Amendment No. 1 to the Form 8-K is filed to provide the financial statements and other information required under Item 9.01 of Form 8-K.
Item 2.02Results of Operations and Financial Condition.
Item 7.01Regulation FD Disclosure.
On October 8, 2014, Surna, Inc. (the “Company”) issued a press release to announce the audited financial statements of Hydro Innovations, LLC and other interim and pro forma information required under Item 9.01 of Form 8-K. Additionally, the Company announced its preliminary pro forma gross revenues for the nine months ended September 30, 2014. A copy of the press release is furnished as Exhibit 99.5 to this Form 8-K.
The information furnished with this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of the Business Acquired
●Audited financial statements of Hydro Innovations, LLC. for the years ended December 31, 2013 and 2012 are filed as Exhibit 99.1 to this Amendment No. 1 of this Current Report and are incorporated herein by reference.
●Unaudited condensed financial statements of Hydro Innovations, LLC for the six months ended June 30, 2014 and 2013 are filed as Exhibit 99.2 to this Amendment No. 1 of this Current Report and are incorporated herein by reference.
(b)Pro forma financial information
●Unaudited Combined Pro Forma Balance Sheet as of June 30, 2014 filed as Exhibit 99.3 to this Amendment No. 1 of this Current Report and is incorporated herein by reference.
●Unaudited Combined Proforma Income Statement for the six months ended June 30, 2014 and the year ended December 31, 2013 is filed as Exhibit 99.4 to this Amendment No. 1 of this Current Report and is incorporated herein by reference.
(c)Exhibits
Exhibit
Description
2.1**
Membership Interest Transfer And Assignment Agreement, incorporated by reference to the Company’s Form 8-K, filed with the U.S. Securities and Exchange Commission on July 30, 2014
2.2**
Executive Employment Agreement for Brandy Keen, incorporated by reference to the Company’s Form 8-K, filed with the U.S. Securities and Exchange Commission on July 30, 2014
2.3**
Executive Employment Agreement for Stephen Keen, incorporated by reference to the Company’s Form 8-K, filed with the U.S. Securities and Exchange Commission on July 30, 2014
99.1*
Audited financial statements of Hydro Innovations, LLC. for the years ended December 31, 2013 and 2012
99.2*
Unaudited condensed financial statements of Hydro Innovations, LLC for the six months ended June 30, 2014 and 2013
99.3*
Unaudited Combined Pro Forma Balance Sheet as of June 30, 2014
99.4*
Unaudited Combined Proforma Income Statement for the six months ended June 30, 2014 and the year ended December 31, 2013
99.5*
Press Release of Surna, Inc. dated October 8, 2014.
* Filed herewith.
** Previously filed.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
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