Current Report · Items 5.03, 8.01, 9.01 · 8-K
BNB Standard Corporation
BNCNASDAQEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 4, 2026, CEA Industries Inc. (the “Company”) filed with the Secretary of State of the State of Nevada (the "Nevada Secretary of State"), pursuant to NRS 78.1955(6), a Certificate of Withdrawal of Certificate of Designation with respect to each of the Company’s Series A Preferred Stock and the Company’…
Company context
Current securities
Recent company filings
- POS AM filingOct 5, 2026
- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure · Other EventsOct 2, 2026
- SCHEDULE 13D/A - filed by YZILabs Management Ltd. regarding CEA Industries Inc.Sep 21, 2026
- Results of Operations and Financial ConditionSep 11, 2026
- 10-Q filingSep 11, 2026
Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 4, 2026, CEA Industries Inc. (the “Company”) filed with the Secretary of State of the State of Nevada (the "Nevada Secretary of State"), pursuant to NRS 78.1955(6), a Certificate of Withdrawal of Certificate of Designation with respect to each of the Company’s Series A Preferred Stock and the Company’s Series B Convertible Preferred Stock (together, the “Certificates of Withdrawal”). Each of the Certificates of Withdrawal became effective upon filing and eliminated from the Company’s Articles of Incorporation, as amended, the certificate of designation to which it relates. No shares of Series A Preferred Stock or Series B Convertible Preferred Stock were outstanding at the time of the withdrawals, and the withdrawals did not change the Company’s authorized capital stock.
Immediately following the filing of the Certificates of Withdrawal, the Company filed with the Nevada Secretary of State, pursuant to NRS 78.403, Restated Articles of Incorporation (the “Restated Articles”), which restate the Company’s Articles of Incorporation as then in effect and effect no amendment thereto.
The foregoing descriptions are qualified in their entirety by reference to the Restated Articles and the Certificates of Withdrawal, filed as Exhibits 3.1, 3.2 and 3.3 hereto and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
The Company is filing as Exhibit 4.1 hereto a Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Description of Securities"), which supersedes the description of the Company’s securities filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2026. The Description of Securities describes the Company’s common stock, warrants listed on The Nasdaq Stock Market LLC under the symbols “BNCWW” and “BNCWZ” and preferred stock purchase rights, and does not reflect any change in the terms of any class of the Company’s securities.
The Description of Securities modifies and supersedes any prior Description of Securities of the Company in any registration statement or report filed with the Securities and Exchange Commission (the "SEC") and will be available for incorporation by reference into certain of the Company's filings with the SEC pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and forms promulgated thereunder.