CEA Industries Inc.

CEA Industries Inc. amended its previous 8-K filing to announce new committee appointments for recently appointed directors. The Board of Directors formed a new CEO Search Committee and appointed Ling "Ella" Zhang and Matthew Roszak as members, effective June 29, 2026. This follows their initial appointment to the Board on June 24, 2026, with further committee assignments anticipated.

CEA Industries Inc. has scheduled a virtual Special Meeting in Lieu of Annual Meetings of Stockholders for July 22, 2026, at 9:00 a.m. Eastern Time. Stockholders of record as of June 22, 2026, will vote on several key proposals, including the election of six director nominees, the ratification of Sadler, Gibb & Associates, L.L.C. as the independent auditor for fiscal year 2027, and the approval of the 2025 and 2026 Equity Incentive Plans. The Board also seeks an advisory vote on executive compensation and recommends voting "FOR" all proposals.

CEA Industries Inc. and YZi Labs Management Ltd. have reached a Cooperation Agreement to resolve a consent solicitation and strengthen governance. The agreement includes the appointment of three YZi Labs directors to the Board, an increase in board size, and the formation of a CEO Search Committee. Alex Odagiu of YZi Labs will serve as Interim President during the CEO search. YZi Labs has agreed to terminate its consent solicitation and adhere to standstill provisions.

CEA Industries Inc. and YZi Labs Management Ltd. announced a cooperation agreement, leading to significant changes in the company's leadership and governance. The Board appointed three new directors, Ella Zhang, Alex Odagiu, and Matthew Roszak, bringing digital asset industry expertise. Alex Odagiu will also serve as Interim President, and a CEO search committee will be formed. YZi Labs has agreed to terminate its consent solicitation, resolving a potential proxy contest.

CEA Industries Inc. reported full-year fiscal 2026 financial results, with net income of $115.2 million and diluted EPS of $2.52. The company successfully transformed into a leading publicly traded Digital Asset Treasury focused on the BNB ecosystem, holding 515,544 BNB tokens valued at $319.6 million as of April 30, 2026. Financial highlights include a $282.9 million non-cash gain on warrant liabilities, partially offset by a $130.3 million unrealized loss on digital assets, and $7.9 million in airdrop income. The company also announced corporate governance enhancements, initiated litigation to void an asset management agreement, and repurchased 1,434,112 shares for $3.8 million post-fiscal year-end.

CEA Industries Inc. announced its financial results for the full fiscal year ended April 30, 2026, reporting a net income of $115.2 million, or $2.52 per diluted share. The company successfully completed a strategic transformation to become a leading publicly traded Digital Asset Treasury focused exclusively on the BNB ecosystem, holding 515,544 BNB tokens valued at $319.6 million. It also generated $7.9 million in airdrop income and took significant steps in corporate governance, including board reconstitution, new leadership appointments, and initiating litigation to void its Asset Management Agreement. Post-fiscal year, the company repurchased 1,434,112 shares for $3.8 million.

CEA Industries Inc. announced a restatement of its previously issued unaudited condensed consolidated financial statements for the three months ended January 31, 2026, and the period from June 7, 2025, through January 31, 2026. The restatement corrects a material error in the calculation of basic and diluted weighted-average shares outstanding and earnings per share (EPS). This error, which overstated favorable per-share performance, is linked to an existing material weakness in the company's internal control over financial reporting.

CEA Industries Inc. has restated its previously issued condensed consolidated financial statements for the three months and successor period ended October 31, 2025. The restatement corrects an error in the calculation of basic and diluted weighted-average shares outstanding, which had led to an overstatement of basic and diluted EPS. The error was deemed material and is related to an existing material weakness in internal control over financial reporting.

CEA Industries Inc. announced that its management, with Audit Committee concurrence, concluded that previously issued condensed consolidated financial statements for Q2 and Q3 2025-2026 should no longer be relied upon. This is due to an error in calculating weighted-average shares outstanding, which affected basic and diluted EPS. The error did not impact net income, assets, liabilities, stockholders' equity, revenue, or cash flows. The company plans to file amendments to restate the affected financial statements.

CEA Industries Inc. announced that Nicholas J. Etten, a member of the company's Board of Directors, resigned from his position. The resignation is anticipated to become effective in June 2026.