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
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