Director Thomas Hans converted options into 831,683 shares (SEC Form 4)
$BNC
Industrial Machinery/Components
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CEA Industries Inc. [ BNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/22/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/08/2025 | (1) | M | 831,683 | A | $0 | 831,683 | I | By 10X LLC(2) | |
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase Common Stock | $10.23 | 09/22/2025 | (3) | J | 350,000 | 08/05/2025 | 08/05/2030 | Common Stock | 350,000 | $0 | 640,099 | I | By 10X Capital Partners LLC(4) | ||
| Warrants to purchase Common Stock | $10.23 | 12/03/2025 | (3) | J | 250,000 | 08/05/2025 | 08/05/2030 | Common Stock | 250,000 | $0 | 390,099 | I | By 10X Capital Partners LLC(4) | ||
| Warrants to purchase Common Stock | $0.0001 | 10/01/2025 | (5) | J | 2,376,239 | 08/05/2025 | 08/05/2032 | Common Stock | 2,376,239 | $0 | 0 | I | By 10X BNB Cayman Sponsor(6) | ||
| Warrants to purchase Common Stock | $0.0001 | 10/01/2025 | (7) | J | 831,683 | 08/05/2025 | 08/05/2032 | Common Stock | 831,683 | $0 | 831,683 | I | By 10X LLC(2) | ||
| Warrants to purchase Common Stock | $0.0001 | 10/08/2025 | (1) | M | 831,683 | 08/05/2025 | 08/05/2032 | Common Stock | 831,683 | $0 | 0 | I | By 10X LLC(2) | ||
| Explanation of Responses: |
| 1. Reflects the exercise of certain warrants for shares of common stock. |
| 2. Reporting Person is the manager of 10X LLC and may be deemed to have beneficial ownership of the securities held by 10X LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 3. Reflects the effective assignment of such warrants to a third-party. |
| 4. Reporting Person is the manager of 10X Capital Partners LLC and may be deemed to have beneficial ownership of the securities held by 10X Capital Partners LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 5. On October 1, 2025, 10X BNB Cayman Sponsor transferred and assigned 100% of its Strategic Advisor Warrants to certain members of 10X BNB Cayman Sponsor and third-parties, resulting in 10X BNB Cayman Sponsor beneficially owning no warrants following the transaction. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 6. Reporting Person was the manager of 10X BNB Cayman Sponsor and may be deemed to have beneficial ownership of the securities held by 10X BNB Cayman Sponsor. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 7. On October 1, 2025, 10X LLC received 831,683 Strategic Advisor Warrants that were assigned from 10X BNB Cayman Sponsor. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| /s/ Hans Thomas | 03/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||