CEA Industries Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Annemarie Tierney to Board of Directors
On November 26, 2025, the Board of Directors (the “Board”) of CEA Industries Inc. (the “Company”) approved an increase in the size of the Board from five to six members and appointed Annemarie Tierney to fill the resulting vacancy as an independent director, effective as of November 26, 2025. Ms. Tierney will serve as a director until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. In connection with her appointment, the Board also appointed Ms. Tierney to serve as a member of the Audit Committee and the Nominating & Governance Committee of the Board, effective as of November 26, 2025.
Annemarie Tierney, 61, is the Founder and Principal of Liquid Advisors Inc., a strategic advisory firm serving financial services and digital asset industry clients, a position she has held since November 2019. Through Liquid Advisors, she provides strategic consulting and expert witness services to private investment funds, broker-dealers, policy organizations, national stock exchanges, and private company liquidity service providers, with a focus on securities law, market structure, risk assessment, and governance. From September 2018 to September 2019, Ms. Tierney served as Head of Strategy and General Counsel at Templum, Inc., a broker-dealer and alternative trading system focused on primary offerings and secondary trading of unregistered digital securities. Prior to that, she held senior roles at Nasdaq Private Market and SecondMarket Holdings, Inc. (now Digital Currency Group), and previously served in legal and regulatory roles at NYSE Euronext, Skadden, Arps, Slate, Meagher & Flom LLP, and the U.S. Securities and Exchange Commission. She is a long-standing member of the Board of Directors of the Association of SEC Alumni (ASECA), for which she served as President from 2023 to 2025. Ms. Tierney holds FINRA Series 7, 63, and 24 licenses.
There are no arrangements or understandings between Ms. Tierney and any other persons pursuant to which she was selected as a director. Ms. Tierney has no family relationships with any director or executive officer of the Company, and there are no transactions in which Ms. Tierney has an interest that would be reportable under Item 404(a) of Regulation S-K. In connection with her service on the Board, Ms. Tierney will receive the standard compensation paid to the Company’s non-employee directors as described in the Company’s most recent proxy statement, which may include cash retainers and equity awards, with any applicable amounts pro-rated for service in the current year. The Company has also entered into its standard form of indemnification agreement with Ms. Tierney.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 thereunto duly authorized.
| CEA Industries Inc. | ||
| Dated: November 28, 2025 | By: | /s/ David Namdar |
| Name: | David Namdar | |
| Title: | Chief Executive Officer | |