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BNC on Nasdaq

BNB Standard Corp

BNB Standard Corp is a largest publicly-traded digital asset treasury.1 It is headquartered in Louisville, Colorado.1 Its shares trade on Nasdaq under the symbol BNC.1

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Last updated Oct 21, 2026.

Overview

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  • TickerBNC on Nasdaq1
  • IndustryAgricultural Services1
  • HeadquartersLouisville, Colorado1
  • Incorporated inNV2
  • Business address385 S. Pierce Ave, Ste C, Louisville, Co 800272
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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CEA Industries Inc. is the largest publicly-traded digital asset treasury ("DAT") focused exclusively on BNB, the native token of the BNB Chain ecosystem ("BNB Chain"). We seek to continue to build and manage the largest corporate treasury of BNB to provide institutional-grade exposure to BNB Chain and to generate income on our eligible BNB holdings through active treasury management, derivatives, or through new tokens or coins distributed by projects to a wide range of individuals in the crypto community ("Airdrops"). We may also generate returns through additional digital asset-related activities such as validation and staking services, lending, and other decentralized finance ("DeFi") protocols in the future, though we have not staked or pledged any BNB through April 30, 2026 aside from BNB pledged for our debt obligations. At April 30, 2026, we held 515,544 BNB tokens with an aggrega…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-7.8%Gross margin5
-113.1%Operating margin5
-112.2%Net margin5
-59.4%Revenue growth, 20245
-34.2%Return on equity5

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue51¢$3.0M
  • Selling, general and admin49¢$2.9M

Out of $2.8M in revenue.5 The company lost money this year.

Financial statements

Revenue67895$2.8M in 2024−82% since 2019
0$5.0M$10.0M$15.0M$20.0M2019: $15.2M$15.2M20192020: $8.5M$8.5M2020−44%2021: $13.6M$13.6M2021+60%2022: $11.3M$11.3M2022−17%2023: $6.9M$6.9M2023−39%2024: $2.8M$2.8M2024−59%
Gross profit67895-$219.6K in 2024
-$2.0M0$2.0M$4.0M$6.0M2019: $4.5M$4.5M20192020: $1.6M$1.6M2020−66%2021: $2.9M$2.9M2021+88%2022: $1.1M$1.1M2022−61%2023: $542.1K$542.1K2023−53%2024: -$219.6K-$219.6K2024
Operating income67895-$3.2M in 2024+142% since 2019
-$6.0M-$4.0M-$2.0M02019: -$1.3M-$1.3M20192020: -$2.4M-$2.4M2020+80%2021: -$2.0M-$2.0M2021−16%2022: -$5.7M-$5.7M2022+189%2023: -$3.0M-$3.0M2023−48%2024: -$3.2M-$3.2M2024+7%
Net income67895-$3.1M in 2024+135% since 2019
-$6.0M-$4.0M-$2.0M02019: -$1.3M-$1.3M20192020: -$1.8M-$1.8M2020+31%2021: -$1.3M-$1.3M2021−24%2022: -$5.5M-$5.5M2022+311%2023: -$2.9M-$2.9M2023−47%2024: -$3.1M-$3.1M2024+8%
Fiscal year201920202021202220232024
Revenue$15.2M6$8.5M7$13.6M8$11.3M9$6.9M5$2.8M5
Cost of revenue$10.7M6$7.0M7$10.7M8$10.1M9$6.4M5$3.0M5
Gross profit$4.5M6$1.6M7$2.9M8$1.1M9$542.1K5-$219.6K5
Research and development$521.0K6$390.2K7$469.7K8$320.0K9$76.5K5
Selling, general and admin$4.7M6$3.1M7$3.7M8$4.8M9$3.1M5$2.9M5
Operating expenses$4.9M8$6.9M9$3.5M5$3.0M5
Operating income-$1.3M6-$2.4M7-$2.0M8-$5.7M9-$3.0M5-$3.2M5
Interest$17.4K7$2.8K7
Income before tax-$1.3M8-$5.5M9-$2.9M5-$3.1M5
Net income-$1.3M6-$1.8M7-$1.3M8-$5.5M9-$2.9M5-$3.1M5
Earnings per share-$2.338-$0.849-$4.335-$4.225
Earnings per share (diluted)-$0.849-$4.335-$4.225
Shares (weighted, basic)1.6M shares87.1M shares9672.9K shares5745.0K shares5
Shares (weighted, diluted)7.1M shares9672.9K shares5745.0K shares5

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Corporate structure

BNB Standard Corp sits at the top of its group. 5 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BNB Standard Corp

  • YZILabs Management Ltd. Filed SCHEDULE 13D/A on BNB Standard Corp, latest Sep 21, 2026 (6 filings since Nov 26, 2025)
  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on BNB Standard Corp, latest Apr 29, 2026
  • Alta Partners LLC Filed SCHEDULE 13G/A on BNB Standard Corp, latest Oct 10, 2025 (2 filings since Jul 31, 2025)
  • 111 Equity Group Filed SCHEDULE 13D/A on BNB Standard Corp, latest Jul 30, 2025 (3 filings since Jun 7, 2024)
  • Lance Brock Finlinson Filed SCHEDULE 13D/A on BNB Standard Corp, latest Jul 30, 2025 (2 filings since Nov 30, 2023)
  • Brian Tunick Filed SC 13D/A on BNB Standard Corp, latest Aug 19, 2024 (3 filings since Apr 25, 2024)
  • Lind Global Fund II LP Filed SC 13G/A on BNB Standard Corp, latest Feb 13, 2024 (3 filings since Feb 23, 2022)
  • 3i, LP Filed SC 13G on BNB Standard Corp, latest Feb 25, 2022
  • Hound Partners, LLC Filed SC 13G on BNB Standard Corp, latest Feb 17, 2022
  • Anthony K. McDonald Filed SC 13D/A on BNB Standard Corp, latest Nov 10, 2021
  • BNB Standard Corp Louisville, Colorado
    • 7446285 Manitoba Ltd Subsidiary · Manitoba, Canada
    • BNC BNB Cayman Subsidiary · Cayman Islands
    • CEA BRS LLC Subsidiary · Delaware, United States
    • Fat Panda Ltd Subsidiary · Manitoba, Canada

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BNB Standard Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$120.7K13 Apr 30, 2025$291.0K5 Dec 31, 2023−58.5%
Accumulated depreciation$116.4K13 Apr 30, 2025$252.4K5 Dec 31, 2023−53.9%
Property and equipment, net$4.2K13 Apr 30, 2025$38.6K5 Dec 31, 2023−89.0%
Operating-lease assets (leased space)$1.7M14 Apr 30, 2026$1.9M14 Apr 30, 2025−9.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.1M14 Apr 30, 2026$2.1M14 Apr 30, 2025+42.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$3.5M14 Apr 30, 2026$014 Jun 6, 2025
Intangible assets, net (excluding goodwill)$4.8M14 Apr 30, 2026$1.8K13 Apr 30, 2025+262195.1%
Finite-lived intangibles, gross$24.5K13 Apr 30, 2025$24.5K5 Dec 31, 20230%
Accumulated amortization$474.0K14 Apr 30, 2026$014 Apr 30, 2025
Finite-lived intangibles, net$4.8M14 Apr 30, 2026$014 Apr 30, 2025

Inventory

ItemLatestA year beforeChange
Inventory, total$4.0M14 Apr 30, 2026$3.3M14 Apr 30, 2025+22.6%
Raw materials$379.0K14 Apr 30, 2026$264.0K14 Apr 30, 2025+43.6%
Finished goods$4.1M14 Apr 30, 2026$3.2M14 Apr 30, 2025+25.6%

Properties, in its own words

We own no real property. On July 28, 2021, we executed a lease, which became effective November 1, 2021, for our manufacturing and headquarters office space at 385 S. Pierce Avenue, Suite C, Louisville, Colorado 80027. The term of the lease commenced November 1, 2021, and continues through January 31, 2027. Our leased space is approximately 11,491 square feet. We believe that our lease is at market rates and that there is sufficient space available in the Louisville, Colorado area to obtain additional or other space if and when required.

We have 35 agreements to lease retail space, office and manufacturing space in Manitoba, Saskatchewan and Ontario, Canada. The earliest lease expiry date is September 30, 2026 and the latest expiry date is March 31, 2033. We currently have 41,274 square feet of retail space and 7,772 square feet of warehouse and office space. We anticipate expanding our number of retail stores in several provinces but believe our warehouse space is adequate for our current business. We will continue to evaluate our needs and make adjustments accordingly.

Item 2 of the 10-K filed Jun 23, 2026.4

Leadership

Who has led BNB Standard Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Cherry Lee2012
  2. Thomas Douglas Bollich2014
  3. Brandy Marie Keen2015
  4. Stephen Banks Keen2016
  5. Aaron Trent Doucet2017
  6. Chris Bechtel2017–2018
  7. Anthony K. McDonald2018–2025
  8. David Namdar2025–now

President

  1. Stephen Banks Keen2016
  2. Aaron Trent Doucet2017
  3. Chris Bechtel2017–2018
  4. Anthony K. McDonald2018–2026
  5. Alex Odagiu2026–now

Chief financial officer

  1. Cherry Lee2012
  2. Douglas O. McKinnon2014–2015
  3. Ellen Beatrice White2016
  4. Paul C. Kelly2017
  5. Mark E. Smiens2018
  6. Brian Knaley2021
  7. Ian Kiran Patel2022

Chief operating officer

  1. Aaron Trent Doucet2016
201520202025
Board members and other officers (28)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 7446285 Manitoba Ltd Manitoba, Canada3
  • BNC BNB Cayman Cayman Islands3
  • CEA BRS LLC Delaware, US3
  • Fat Panda Ltd Manitoba, Canada3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • CEA Industries Inc.Nov 18, 2021 to Sep 21, 20262
  • Surna Inc.Jan 28, 2010 to Nov 10, 20212

Timeline

  1. Oct 2, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure; Other events50
  2. Sep 11, 20268-K Results of operations51
  3. Sep 4, 20268-K Bylaws or fiscal year changed; Other events52
  4. Aug 10, 20268-K Other events53
  5. Jul 24, 20268-K Entered a material agreement; Executive or director change; Shareholder vote54
  6. Jul 2, 20268-K Executive or director change55
  7. Jun 24, 20268-K Entered a material agreement; Executive or director change; Bylaws or fiscal year changed56
  8. Jun 23, 20268-K Results of operations57
  9. Jun 17, 20268-K Earlier financial statements no longer reliable58
  10. Jun 16, 20268-K Executive or director change59
  11. May 29, 20268-K Other events60
  12. May 13, 20268-K Listing notice or transfer61
  13. Dec 19, 2025New chief executive David Namdar becomes CEO15
  14. Nov 28, 2018New chief executive Anthony K. McDonald becomes CEO16
  15. Sep 11, 2017New chief executive Chris Bechtel becomes CEO18
  16. Apr 14, 2017New chief executive Aaron Trent Doucet becomes CEO17
  17. Jun 16, 2016New chief executive Stephen Banks Keen becomes CEO19
  18. Sep 10, 2015New chief executive Brandy Marie Keen becomes CEO20
  19. May 22, 2014New chief executive Thomas Douglas Bollich becomes CEO21
  20. Oct 15, 2012New chief executive Cherry Lee becomes CEO22

Calendar

Coming up

  1. Around Nov 30, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Sep 11, 2026Reported quarterly or annual results51
  2. Jun 23, 2026Reported quarterly or annual results57
  3. Mar 16, 2026Reported quarterly or annual results62
  4. Dec 16, 2025Reported quarterly or annual results63
  5. Sep 23, 2025Reported quarterly or annual results64

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

277 filings to the SEC since October 2021: 6 annual reports, 17 quarterly reports, 79 major events, 56 insider forms, 23 large holders, 1 private raises, 95 other. The latest 20:

  1. Oct 7, 20264/A OWNERSHIP DOCUMENT EDGAR
  2. Oct 7, 20263/A OWNERSHIP DOCUMENT EDGAR
  3. Oct 5, 2026POS AM EDGAR
  4. Oct 2, 20268-K EDGAR
  5. Sep 21, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Sep 21, 20263 OWNERSHIP DOCUMENT EDGAR
  7. Sep 21, 2026SCHEDULE 13D/A EDGAR
  8. Sep 11, 20268-K EDGAR
  9. Sep 11, 202610-Q EDGAR
  10. Sep 4, 20268-K EDGAR
  11. Aug 10, 20268-K EDGAR
  12. Jul 24, 20268-K EDGAR
  13. Jul 10, 20263 EDGAR
  14. Jul 8, 20263 EDGAR
  15. Jul 6, 20263 EDGAR
  16. Jul 2, 20268-K/A EDGAR
  17. Jun 30, 2026DEF 14A EDGAR
  18. Jun 25, 2026DFAN14A EDGAR
  19. Jun 24, 20268-K EDGAR
  20. Jun 24, 2026SCHEDULE 13D/A EDGAR

The 277 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

5 open-market trades by officers, directors and large owners since October 2021: 5 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Oct 6, 2025McDonald Anthony KPresidentBuy5,848$8.55$50.0KForm 4
Oct 1, 2025McDonald Anthony KPresidentBuy1,230$7.86$9.7KForm 4
Dec 10, 2024McDonald Anthony KPresidentBuy3,113$7.64$23.8KForm 4
Dec 9, 2024McDonald Anthony KPresidentBuy2,250$7.74$17.4KForm 4
Dec 6, 2024McDonald Anthony KPresidentBuy1,150$7.64$8.8KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026David NamdarChief Executive Officer41$77.8K$1.9M75
2026William B. (Brent) MillerChief Financial Officer45$40.4K$1.0M75
2026Anthony K. McDonaldFormer President and Chief Executive Officer67$350.0K$539.0K75
2024Anthony K. McDonaldFormer President and Chief Executive Officer67$350.0K$371.7K75

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 28, 2021Raised $3 million in a private offering of equity Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 33. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,899,683$5.2M0.0%−1,781
Brevan Howard Capital Management LP1,519,218$4.1M0.1%−14,652
Saba Capital Management, L.P.1,225,620$3.3M0.1%+82,087
BlackRock, Inc.781,951$2.1M0.0%+138,241
Geode Capital Management, LLC476,846$1.3M0.0%−43,855
UBS Group AG385,616$1.0M0.0%+98,908
Arrington Capital Management, LLC320,545$871.9K1.0%No change
Millennium Management LLC296,577$806.7K0.0%−282,985
Vanguard Fiduciary Trust Co259,629$706.2K0.0%+1,781
State Street Corp194,361$528.7K0.0%No change
Northern Trust Corp94,978$258.3K0.0%−4,458
Susquehanna International Group, Llp78,917$214.7K0.0%−316,701
Marshall Wace, Llp69,981$190.3K0.0%−101,818
Jane Street Group, LLC67,926$184.8K0.0%New
Morgan Stanley51,890$141.1K0.0%−3,940
Citadel Advisors LLC48,379$131.6K0.0%New
Step Capital Management Pte. Ltd.25,000$68.0K0.0%No change
nVerses Capital, LLC20,833$56.7K0.1%New
Vanguard Global Advisers, LLC17,283$47.0K0.0%No change
Weiss Asset Management LP14,634$39.8K0.0%No change
Citizens Financial Group Inc/ri14,144$38.5K0.0%No change
Shay Capital LLC12,126$33.0K0.0%−20,376
Merit Financial Group, LLC11,086$30.2K0.0%No change
Simplex Trading, LLC6,398$17.4K0.0%+4,868
Tower Research Capital LLC (TRC)4,300$11.7K0.0%−5,026

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How BNB Standard Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBNB Standard Corp1
  • CIK0001482541
  • Employer ID (EIN)27-39116084
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inNevada4
  • Fiscal year endsApril 301
  • Industry code (SIC)0700 Agricultural Services1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address385 S. Pierce Ave, Ste C, Louisville, CO 800271
  • Phone303-993-52711
  • Shares outstanding41,173,850 as of Sep 4, 202612
  • Public float$323.5M as of Oct 31, 20254
  • AuditorSadler, Gibb & Associates, LLC, Draper, UT PCAOB ID 3627; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJan 28, 20101
  • Filings586 in all: 8-K (186), 4 (96), 10-Q (48), 3 (35), DFAN14A (24), DEFA14A (22), UPLOAD (17), 10-K (16)1
    All 51 form types

    SC 13D (11), CORRESP (10), NT 10-Q (8), 4/A (7), 8-K/A (7), SCHEDULE 13D/A (7), 10-Q/A (6), S-1/A (6), D (5), DEF 14A (5), EFFECT (5), NT 10-K (5), SC 13G (5), S-1 (4), SC 13D/A (4), 10-K/A (3), 3/A (3), 424B4 (3), 8-A12B (3), S-8 (3), CERT (2), DEF 14C (2), POSASR (2), PRE 14A (2), PRE 14C (2), PRRN14A (2), S-3ASR (2), SC 13G/A (2), SCHEDULE 13G (2), 10-KT (1), 144 (1), 424B2 (1), 424B3 (1), 424B5 (1), 5 (1), 5/A (1), 8-A12G (1), POS AM (1), PREN14A (1), S-1MEF (1), S-3 (1), SCHEDULE 13D (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Jun 23, 2026
    Quarterly report (10-Q) Sep 11, 2026
    Proxy statement (DEF 14A) Jun 30, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.00001 par valueBNCNasdaq
Warrants to purchase common stockBNCWWNasdaq
Warrants to purchase common stockBNCWZNasdaq

From the cover page of the 10-K filed Jun 23, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks BNB Standard Corp names in Item 1A of its 10-K filed Jun 23, 2026: 71 risks under these headings, as written.4

  • Risks Relating to the DAT Strategy
  • Risks Relating to Cryptocurrencies
  • Risks Related to Investing in BNB
  • Risk Related to Fat Panda Operations
  • Risks Related to our Current Controlled Environment Agriculture Operations
  • Risks Related to Our Business and Operations
  • Risks Related to the DAT Strategy
  • Our financial condition is highly dependent on the market price of BNB, which has historically been subject to significant volatility.
  • Our DAT Strategy is concentrated primarily in a single asset, which subjects us to risks specific to the Binance ecosystem.
  • Failures, vulnerabilities, or disruptions in the BNB Chain network could adversely affect the value of BNB and our digital asset holdings.
  • The validator structure of the BNB Chain network may expose it to governance or operational risks.
  • Certain of our digital assets are held at third-party exchanges and are subject to custodial and counterparty risks.
The other 66 risks
  • Digital assets, including BNB, are subject to an evolving and uncertain regulatory landscape.
  • BNB could be determined to be a security under U.S. federal securities laws, which could materially affect the value and tradability of our digital assets.
  • Adverse publicity or developments involving the Binance ecosystem could negatively affect the value of BNB.
  • While we report substantial digital asset holdings, the liquidity of these assets may be limited by market conditions.
  • Fair value accounting for digital assets may cause significant volatility in our financial statements.
  • We are subject to significant competition in the growing digital asset industry and the Company’s business, operating results and financial condition may be adversely affected if the Company is unable to compete effectively.
  • Risks Related to Cryptocurrencies
  • The further development and acceptance of BNB Chain and other cryptocurrency networks, which represent a relatively new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of BNB Chain and other cryptocurrency networks may adversely affect an investment in the Company.
  • The digital asset trading platforms on which cryptocurrency trades are relatively new and largely unregulated or may not be complying with existing regulations.
  • The availability of spot exchange-traded products (“ETPs”) and futures exchange-traded funds (“ETFs”) for BNB and other digital assets may adversely affect the market price of our common stock.
  • A disruption of the Internet may affect the operation of the cryptocurrency networks, which may adversely affect the cryptocurrency industry and an investment in the Company.
  • The trading prices of many digital assets, including BNB, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further declines in the trading prices of BNB, could have a material adverse effect on the value of our common stock and our common stock could lose all or substantially all of their value.
  • We face significant risks relating to disruptions, forks, gain-of-control attacks, hacks, network disruptions, or other adverse events or other compromises to the cryptocurrency blockchains, which could materially and adversely impact our business, financial condition and results of operations.
  • Crypto assets and blockchains are subject to various “attack” risks.
  • Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and materially and adversely affect us.
  • The value of cryptocurrencies and other digital assets may be subject to momentum pricing risk.
  • The emergence of DeFi subjects us to evolving risks and uncertainties relating to our investments and our services.
  • Loss or theft of private keys or breaches of our digital wallets could result in the permanent loss of our BNB and materially adversely affect our business.
  • Competition from central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the value of BNB and other digital assets.
  • The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of BNB and adversely affect our business.
  • The reliance on open-source code by digital asset networks exposes us to risks related to competitive networks and products built on such code, the failure of individuals to maintain that code and discovery of security vulnerabilities that could threaten the ability of such networks to operate.
  • The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
  • The state, local and non-U.S. tax treatment of digital assets is unclear.
  • BNB is subject to extreme price volatility, and any sustained decline in the market price of BNB could lead to substantial losses on our digital asset holdings and could adversely affect the market price of our common stock.
  • BNB and BNB Chain have links to, and may be controlled by, Binance and its principals.
  • Proof-of-stake blockchains are a relatively recent innovation, and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work blockchains.
  • The value of our common stock depends on the development and acceptance of BNB Chain. The slowing or stopping of the development or acceptance of BNB Chain may adversely affect an investment in our common stock.
  • If validators exit BNB Chain, it could increase the likelihood of a malicious actor obtaining control.
  • Blockchain technologies are based on theoretical conjectures as to the impossibility of solving certain cryptographical puzzles quickly. These premises may be incorrect or may become incorrect due to technological advances.
  • Due to the nature of private keys, BNB transactions are irrevocable and stolen or incorrectly transferred BNB may be irretrievable. As a result, any incorrectly executed BNB transactions could adversely affect our business, financial condition and results of operations and the price of our common stock.
  • BNB Chain’s decentralized governance structure may negatively affect its ability to grow and respond to challenges.
  • We face risks relating to the potential compromise of BNB Chain and other cryptocurrencies’ network security by emerging technologies, including artificial intelligence and quantum computing, which may materially and adversely impact our operations and financial condition.
  • Any name change and any associated rebranding initiative by the core developers of BNB may not be favorably received by the digital asset community, which could negatively impact the value of BNB, our business, financial condition and results of operations and the price of our common stock.
  • Banks, financial institutions and BNB exchanges that our DAT Strategy relies on, may be located outside the United States, may not be subject to U.S. regulation, and may be less reliable than U.S.-equivalents.
  • Our DAT Strategy may subject us to enhanced regulatory oversight.
  • Regulatory changes or actions in foreign jurisdictions may affect the price of our common stock or restrict the use of BNB, validator activity or the operation of their networks or the global BNB markets in a manner that adversely affects our business, financial condition and results of operations and the price of our common stock.
  • Risks Related to Fat Panda Operations
  • If we fail to manage our business and growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.
  • The market for vaporizer products and related items is a niche market, subject to a great deal of uncertainty and is still evolving.
  • We depend on third-party suppliers for many of our products and may experience supply shortages which could have a material adverse effect on our business.
  • We may enter into new markets or lines of business that offer new products, or may expand existing lines of business, which may subject us to additional risks.
  • We may be unable to identify or contract with new suppliers in the event of a disruption to our supply.
  • Demand for the products we distribute could decrease if the trend of our suppliers selling products directly to consumers or retailers continues or accelerates.
  • We are vulnerable to third-party transportation risks, including governmental laws and common carriers’ policies that prevent the shipment of the types of products we sell.
  • The loss of a significant supplier would require us to rely more heavily on our other existing suppliers or to develop relationships with new suppliers. Such a loss may have an adverse effect on our product offerings and our business.
  • If we fail to maintain proper inventory levels, our business could be harmed.
  • Our success is dependent in part upon our ability to distribute popular products from new suppliers, as well as the ability of our existing suppliers to develop and market products that meet changes in market demand or regulatory requirements.
  • Changes in our customer, product or competition mix could cause our product margin and results of operations to fluctuate.
  • Our ability to distribute certain licensed brands and to use or license certain trademarks may be terminated or not renewed.
  • We may not be successful in maintaining the consumer brand recognition and loyalty of our products.
  • New products face intense media attention and public pressure.
  • Our success depends, in part, on the quality and safety of our products, as well as the perception of quality and safety in the vaporization products and consumption accessories industry generally.
  • Damage to our reputation, or that of any of our key suppliers or their brands, could affect our business performance.
  • Significant increases in state and local regulation of our vaporizer products have been proposed and enacted, and are likely to continue to be proposed and enacted in numerous jurisdictions.
  • If provinces continue the trend of imposing, expanding, and increasing taxes on vaporizer products, it could materially and adversely affect our business.
  • We may become involved in regulatory or agency proceedings, investigations, prosecutions, and audits.
  • We are subject to increasing international control and regulation.
  • Changes in our credit profile may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity.
  • We face intense competition and may fail to compete effectively.
  • Product defects could increase our expenses, damage our reputation or expose us to liability.
  • We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.
  • We may become subject to significant product liability litigation.
  • The scientific community has not yet extensively studied the long-term health effects of the use of vaporizers, electronic cigarettes or e-liquids products.
  • Reliance on information technology means a significant disruption could affect our communications and operations.
  • Internet security poses a risk to our e-commerce sales.
  • Security and privacy breaches may expose us to liability and cause us to lose customers.
  • If the methodologies of internet search engines are modified, traffic to our websites and corresponding consumer origination volumes could decline.
  • Our intellectual property may be infringed and we may be unable to secure or maintain all the intellectual property required to sell all of our offerings.

Legal proceedings

From time to time, in the normal course of business, the Company is subject to claims and legal proceedings. Litigation is inherently unpredictable, and the Company's assessments may change as matters progress. The Company expenses legal fees as incurred and records a liability for contingent losses when it is both probable that a loss has been incurred and the amount can be reasonable estimated. An unfavorable outcome to any matter, if material, could adversely affect the Company's financial condition, liquidity or results of operations.

On February 24, 2026, Abraham Gomez, an individual, filed a civil complaint in the Superior Court of the State of California, County of Tulare, captioned Abraham Gomez v. CEA Industries, Inc., et al., (Case No. VCU331863), against the Company and Hans Thomas, a former director of the Company. The complaint asserts various claims against the defendants, including claims for fraud, promissory estoppel, quantum meruit and unjust enrichment, arising from alleged investment-related discussions and alleged services purportedly performed for the benefit of the Company. The plaintiff seeks damages, including compensatory damages according to proof (which the complaint alleges exceed approximately $2.75 million), together with interest, attorneys' fees, costs and other relief. On March 27, 2026, the Company filed a Notice of Removal to the United States District Court for the Eastern District of California. On April 3, 2026, the Company filed a motion to dismiss the complaint for lack of personal jurisdiction and failure to state a claim upon which relief can be granted. The Company’s motion to dismiss is fully briefed before the court and scheduled for oral argument on June 24, 2026. The Company intends to defend the action vigorously. At this preliminary stage of the matter, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from the proceeding.

The opening of Item 3, Legal Proceedings.4

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