UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 14, 2025, the Nasdaq Listing Qualifications Staff (the “Staff”) issued a public reprimand letter (the “Letter”) to CEA Industries Inc. (the “Company”), pursuant to Nasdaq Listing Rule 5810(c)(4), due to the Company’s failure to comply with Nasdaq Listing Rule 5635(b), which requires shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company. The Staff found that a change of control took place in connection with transactions that occurred in August 2025; however, the Staff determined that, due to the Company’s prompt attention and remediation efforts, a public reprimand letter served as an appropriate resolution to that violation. In making this determination, the Staff acknowledged that the violation did not appear to be the result of a deliberate intent to avoid compliance, and, further, the Company acted promptly to make changes to regain compliance after it received notice from The Nasdaq Stock Market LLC (“Nasdaq”). In addition, the Staff relied on the Company’s history of compliance with the Nasdaq Listing Rules and the Company’s commitment to work with Nasdaq in the future to ensure compliance with the Nasdaq Listing Rules.
The Company previously regained compliance with the applicable Nasdaq listing requirements, and following the issuance of the Letter the Staff has closed the inquiry and informed the Company that the Staff will not be issuing any form of delisting notice to the Company for this matter. Following disclosure via this Current Report on Form 8-K, there is no further action required from the Company with regard to this matter.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
| 2 |
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.
| CEA Industries Inc. | ||
| Date: October 17, 2025 | By: | /s/ David Namdar |
| David Namdar | ||
| Chief Executive Officer | ||
| 3 |