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CEA Industries Inc. (NASDAQ:BNC), currently trading at $7.62 with a market capitalization of $345.1 million, announced that on Tuesday, the Nasdaq Listing Qualifications Staff issued a public reprimand letter to the company for failing to comply with Nasdaq Listing Rule 5635(b). This rule requires shareholder approval before issuing securities that would result in a change of control. According to InvestingPro analysis, the stock appears overvalued at current levels.
According to a statement based on the company’s SEC filing, the Nasdaq staff determined that a change of control occurred in connection with transactions in August 2025. The staff concluded that, while the company did not obtain prior shareholder approval as required, CEA Industries acted promptly to address the matter after being notified by Nasdaq. The company’s stock has shown significant volatility, declining 19.28% in the past week alone.
The reprimand letter, issued under Nasdaq Listing Rule 5810(c)(4), was deemed an appropriate resolution due to the company’s history of compliance and its immediate efforts to remediate the situation. The staff noted that there was no indication of deliberate intent to avoid compliance.
Following these actions, CEA Industries regained compliance with applicable Nasdaq listing requirements. The staff has closed its inquiry and informed the company that no delisting notice will be issued in relation to this matter. No further action is required from the company on this issue.
This information is based on a statement in the company’s recent SEC filing.
In other recent news, CEA Industries Inc. announced significant developments regarding its financial strategies and corporate governance. The company reported holding 480,000 BNB tokens, with a total investment of approximately $412.8 million, and current valuations indicating a worth of about $585.5 million. CEA Industries also maintains $77.5 million in cash and cash equivalents, bringing its total holdings to $663 million. Additionally, CEA Industries is targeting 1% ownership of BNB’s total supply by the end of 2025, following a $500 million private placement with potential gross proceeds of $1.25 billion if all warrants are exercised. The Board of Directors has authorized a stock repurchase program of up to $250 million. Carly E. Howard has been appointed as a non-executive director, expanding the board to five members. Howard brings over two decades of legal expertise in corporate law and digital asset regulation. These developments reflect CEA Industries’ strategic focus on enhancing its digital asset portfolio and corporate structure.
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