CEA Industries Inc. 8-K

What Happened

• CEA Industries Inc. announced that its Board adopted Amended and Restated Bylaws on December 26, 2025 (the bylaws were last amended in 2018 when the company was Surna, Inc.). The company also issued a press release about the adoption on December 28, 2025.
• The new bylaws add and update procedural rules governing stockholder actions by written consent, special meetings, director nominations and advance notice requirements, plus other meeting-related provisions and an exclusive forum clause.

Key Details

• Stockholder written consents: holders must deliver sufficient consents to the Company’s Secretary within 60 days of the earliest valid consent; a holder seeking to act by written consent generally must first request the Board to fix a record date, and the Board must set that record date within 10 days of a proper request.
• Advance notice windows for director nominations/proposals: for annual meetings, notice must be received no earlier than 120 days and no later than the 90th day prior to the first anniversary of the prior year’s meeting (with special rules for delayed/advanced meetings); similar 120/90-day windows apply for special meetings, with a 10-day catch-up after public disclosure of the meeting date.
• Notice content and updating: notices must include detailed ownership and related-party information, including ownership of common stock, BNB tokens and related derivatives; requesting stockholders must provide supplemental updates and correct material inaccuracies upon company request.
• Other items: directors must be available for interview within 10 days of a reasonable request; the bylaws include an exclusive forum provision directing certain disputes (including derivative and fiduciary duty claims) to Nevada state or federal courts; the Board gains clarified powers to set annual meeting date, set an outside notice date (60 days before a meeting), and adopt meeting conduct rules.

Why It Matters

• These bylaw changes establish clearer timelines and information requirements for stockholders who want to propose business, nominate directors or act by written consent. That changes the formal process and paperwork required for stockholder-initiated actions.
• For investors, the amendments affect how and when shareholder proposals, special meetings and nominations can be brought — and which courts will hear certain disputes — so anyone considering such actions should review the new bylaws and note the specific timelines and disclosure obligations. The company filed the full Amended and Restated Bylaws and a press release with the 8‑K for reference.