BNC

Business Context and Reporting Period

Company: CEA Industries Inc. (Nasdaq: BNC, BNCWW)
Filing Type: Form 8-K (Current Report)
Date of Report: December 26, 2025
Event: Adoption of Amended and Restated Bylaws by the Board of Directors.

Financial Metrics

This filing is a corporate governance report and does not contain financial statements. The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.

Material Changes

The primary material change is the amendment of the Company's Bylaws, originally adopted in 2018 when the company was named Surna, Inc. The new Bylaws modernize provisions regarding stockholder actions and meetings to align with current public company standards.

Guidance, Outlook, and Governance Changes

The filing details specific governance modifications included in the Amended and Restated Bylaws:

• Stockholder Action by Written Consent:
  • Consents must be delivered within 60 days of the earliest dated valid consent.
  • Action by written consent is generally prohibited unless solicited by the Board or preceded by a proper written request to fix a record date.
  • Requesting stockholders must provide advance notice information similar to that required for annual meeting proposals.
• Special Meetings:
  • Stockholders must request the Board to fix a record date before calling a special meeting.
  • Requesting parties must provide advance notice information regarding the proposed actions.
• Advance Notice Provisions:
  • Strict timelines established for nominating directors and proposing business at annual and special meetings (generally between 90 and 120 days prior to the meeting).
  • Notices must include detailed information about the stockholder, related parties, and ownership of common stock, BNB tokens, and derivative instruments.
• Director Qualifications:
  • Directors must make themselves available for interviews by the Board or its committees within 10 days of a reasonable request.
• Exclusive Forum:
  • Certain claims, including derivative actions and breach of fiduciary duty, must be brought in Nevada state courts or federal court in Nevada.
• Meeting Procedures:
  • The Board may designate the date and time of the annual meeting.
  • The presiding officer may adjourn a meeting regardless of whether a quorum is present.

Other Events: A press release announcing these changes was issued on December 28, 2025.

Key Facts for Investor Verification

• Verify the full text of the Amended and Restated Bylaws (Exhibit 3.1) to understand the precise legal language governing stockholder rights.
• Confirm the impact of the "Exclusive Forum" provision on potential litigation venues for shareholders.
• Review the specific deadlines for advance notice of director nominations to ensure compliance for future proxy contests or proposals.
• Note the requirement for disclosure of BNB token and derivative instrument ownership in advance notices.