8-K
CEA Industries Inc. (BNC)
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):
July 3, 2025
CEA
INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41266 | 27-3911608 |
|---|---|---|
| (State<br> or other jurisdiction <br><br> of incorporation) | (Commission<br><br> File Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
385South Pierce Avenue, Suite C
Louisville,Colorado 80027
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (303) 993-5271
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.00001 par value | CEAD | Nasdaq<br> Capital Market |
| Warrants<br> to purchase Common Stock | CEADW | Nasdaq<br> 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. ☐
Item5.03 — Amendments to Articles of Incorporation or By Laws; Change in Fiscal Year
Changein Fiscal Year
On June 29, 2025, the Board of Directors of CEA Industries Inc. (“Company”) took action to change the fiscal year end for the Company going forward to be April 30, to commence with the new fiscal year end of April 30, 2025. The action was taken to align the financial reporting of the Company with the operations and current reporting periods of Fat Panda Ltd., 7446285 Manitoba Ltd., Fat Panda Direct Ltd., and 10050200 Manitoba Ltd. which were acquired as of June 6, 2025.
The Company will file a transition Annual Report 10-KT on or before September 29, 2025, subject to extension pursuant to filing a Report on Form 12b-25.
The By-Laws, Article XI of the Company provide for the Board of Directors to determine the fiscal year of the Company from time to time.
Item9.01 Financial Statements and Exhibits
| (d) | Exhibits |
|---|---|
| 104* | Cover<br> Page Interactive Data File (embedded within the Inline XBRL Document) |
| * | Filed<br> herewith |
| --- | --- |
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 hereunto duly authorized.
Dated July 3, 2025
| CEA<br> INDUSTRIES INC. | |
|---|---|
| By: | */S/*Anthony K. McDonald |
| Anthony<br> K. McDonald, | |
| Chief<br> Executive Officer |