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  4. [8-K] CEA Industries Inc. Reports Material Event

CEA Industries (BNC) flags EPS errors and plans amended quarterly reports

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CEA Industries Inc. notified investors that certain previously issued quarterly financial statements should no longer be relied upon because of errors in calculating the weighted-average number of shares used for earnings per share (EPS).

The error understated basic and diluted share counts in multiple 2025–2026 periods, which in turn either overstated or understated previously reported basic and diluted EPS, including EPS overstatements of up to $4.26 per share for the Third Quarter Successor period and $0.45 per share for the Second Quarter Successor period. The company states that net income (loss), revenue, assets, liabilities, equity, cash flows, and net income (loss) available to common stockholders were not affected.

CEA Industries plans to amend its affected Forms 10-Q to restate EPS and related disclosures for the specified Successor and Predecessor periods, and management and the audit committee have discussed these matters with the independent auditor, Sadler, Gibb & Associates, LLC.

Positive

  • None.

Negative

  • Material EPS misstatements across multiple quarters: The company concluded prior quarterly financial statements should not be relied upon after discovering errors that significantly misstated basic and diluted EPS, including overstatements of up to $4.26 per share.
  • Need to amend several Form 10-Q filings: CEA Industries plans to file amendments to multiple previously filed quarterly reports to restate EPS and related disclosures, highlighting a notable financial reporting and control issue.

Insights

CEA Industries will restate EPS for several quarters after identifying share-count errors.

CEA Industries determined that prior quarterly financial statements should not be relied upon because the weighted-average share counts used to compute basic and diluted EPS were understated across several 2025–2026 periods. This led to significant EPS misstatements, including multi-dollar per-share overstatements.

Importantly, the company reports no impact on net income, revenue, assets, liabilities, equity, cash flows, or net income available to common stockholders. The issue is confined to per-share calculations, but such corrections are still considered material disclosure events under Item 4.02.

The company will file amended Forms 10-Q to restate EPS and related disclosures for specified Successor and Predecessor periods. Management and the audit committee have involved the independent auditor, which is typical when addressing financial reporting errors, though the filing does not describe any remediation steps for internal controls.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance
Previously issued financial statements should no longer be relied upon due to errors or restatements.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understated shares Q3 2025 2,214,508 shares Basic and diluted weighted-average shares for three months ended October 31, 2025
EPS overstatement Q3 2025 $0.21 per share Basic and diluted EPS for three months ended October 31, 2025
EPS overstatement Second Quarter Successor $0.45 per share Basic and diluted EPS for Second Quarter Successor period
Understated shares Q3 2026 quarter 2,376,236 shares Basic and diluted weighted-average shares for three months ended January 31, 2026
EPS understatement Q3 2026 quarter $0.08 per share Basic and diluted EPS for three months ended January 31, 2026
Understated shares Third Quarter Successor 21,806,662–21,806,663 shares Basic and diluted weighted-average shares for Third Quarter Successor period
EPS overstatement Third Quarter Successor $4.26 basic, $4.21 diluted EPS for Third Quarter Successor period
Item 4.02 Non-Reliance on Previously Issued Financial Statements regulatory
"Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review."
weighted-average number of shares outstanding financial
"an error in the calculation of the weighted-average number of shares outstanding used in determining basic and diluted earnings per share"
earnings per share financial
"used in determining basic and diluted earnings per share (“EPS”)."
Earnings per share represent the amount of profit a company makes for each share of its stock, similar to how a pie’s total size can be divided into slices for each person. It helps investors understand how profitable the company is on a per-share basis, making it easier to compare its performance over time or against other companies. Higher earnings per share generally indicate better profitability and can influence a company's stock value.
Successor period financial
"the “Second Quarter Successor” period and the period from May 1, 2025 through June 6, 2025 (the “Predecessor” period)"
Predecessor period financial
"the Third Quarter Successor period and the Predecessor period, originally filed with the SEC"
independent registered public accounting firm regulatory
"with Sadler, Gibb & Associates, LLC the Company’s independent registered public accounting firm."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did CEA Industries Inc. (BNC) announce in this 8-K?
CEA Industries announced that certain previously issued quarterly financial statements should no longer be relied upon due to errors in calculating weighted-average shares for EPS, affecting reported basic and diluted earnings per share but not net income, revenue, assets, liabilities, equity, or cash flows.

Which CEA Industries (BNC) periods have incorrect earnings per share?
The affected periods include the three months ended October 31, 2025, the Second Quarter Successor and Predecessor periods, the three months ended January 31, 2026, and the Third Quarter Successor and Predecessor periods, where errors in weighted-average shares led to misstated basic and diluted EPS.

How large were the CEA Industries EPS errors disclosed in the filing?
CEA Industries reported EPS overstatements of $0.21 and $0.45 for certain 2025 periods and overstatements of $4.26 (basic) and $4.21 (diluted) for the Third Quarter Successor period, plus an $0.08 understatement for one 2026 quarter, all driven by understated share counts.

Did the CEA Industries EPS restatement affect net income or cash flows?
No. The company states the error did not affect net income (loss), total assets, total liabilities, stockholders’ equity, revenue, cash flows, or net income (loss) available to common stockholders; only earnings per share calculations based on weighted-average shares were impacted.

How will CEA Industries (BNC) correct the EPS errors going forward?
CEA Industries plans to file amendments to its affected Forms 10-Q to restate EPS and related disclosures for the specified Successor and Predecessor periods. Management and the audit committee have discussed the matter with Sadler, Gibb & Associates, the company’s independent registered public accounting firm.

What SEC item covers CEA Industries’ decision on non-reliance?
The disclosure is made under Item 4.02, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, which requires companies to inform investors when previously issued financial statements should not be relied upon due to discovered errors.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 11, 2026
CEA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Nevada001-4126627-3911608
(State or other jurisdiction of(Commission(IRS Employer
incorporation or organization)File Number)Identification No.)
385 South Pierce Avenue, Suite C
Louisville, Colorado 80027
(Address of principal executive office) (Zip Code)
(303) 993-5271
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001BNC
Nasdaq Capital Market
Warrants to purchase Common StockBNCWW
Nasdaq Capital Market
Warrants to purchase Common StockBNCWZ
Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On June 11, 2026, the management of CEA Industries Inc. (the “Company”), with the concurrence of the Audit Committee of the Board of Directors, concluded that the previously issued condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q for the (i) three months ended October 31, 2025, the period from June 7, 2025 through October 31, 2025 (the “Second Quarter Successor” period) and the period from May 1, 2025 through June 6, 2025 (the “Predecessor” period), originally filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2025 (the “Second Quarter Form 10-Q”) and (ii) three months ended January 31, 2026 and the period from June 7, 2025 through January 31, 2026 (the “Third Quarter Successor” period) and the Predecessor period, originally filed with the SEC on March 16, 2026 (the “Third Quarter Form 10-Q” and together with the Second Quarter 10-Q, the “Quarterly Reports on Form 10-Q”) should no longer be relied upon.
The conclusion was based on the identification of an error in the calculation of the weighted-average number of shares outstanding used in determining basic and diluted earnings per share (“EPS”). The error resulted in an understatement of basic and diluted weighted-average shares outstanding, which in turn understated or overstated basic and diluted EPS. For the three months ended October 31, 2025, basic and diluted weighted average number of shares were understated by 2,214,508 shares and as a result, basic and diluted EPS were overstated by $0.21. For the Second Quarter Successor period, basic weighted average shares were understated by 1,857,056 shares and diluted weighted average shares were understated by 857,057 shares and as a result, basic and diluted EPS were overstated by $0.45. For the three months ended January 31, 2026, basic and diluted weighted average number of shares were understated by 2,376,236 shares and as a result, basic and diluted EPS were understated by $0.08. For the Third Quarter Successor period, basic weighted average shares were understated by 21,806,662 shares and diluted weighted average shares were understated by 21,806,663 shares and as a result, basic EPS was overstated by $4.26 and diluted EPS was overstated by $4.21. The error did not impact the Company’s net income (loss), total assets, total liabilities, stockholders’ equity, revenue, cash flows, or net income (loss) available to common stockholders in each affected period.
The Company intends to file amendments to the Quarterly Reports on Form 10-Q to restate the affected financial statements and related disclosures for the three months ended October 31, 2025, the Second Quarter Successor period, the second quarter Predecessor period, the three months ended January 31, 2026, the Third Quarter Successor period and the third quarter Predecessor period.
Management, along with the Audit Committee, has discussed the matters disclosed in this Form 8-K with Sadler, Gibb & Associates, LLC the Company’s independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 thereunto duly authorized.
Dated: June 17, 2026
CEA INDUSTRIES INC.
By:/s/ David Namdar
Name:David Namdar
Title:Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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