CEA Industries Inc. SEC Filings

CEA Industries Inc. filed an amended quarterly report to restate earnings per share for the quarter and successor period ended October 31, 2025. Management determined the basic and diluted weighted-average share counts were understated, which caused EPS to be overstated.

For the three months ended October 31, 2025, weighted-average shares were understated by 2,214,508 and basic and diluted EPS were restated downward by $0.21 to $5.18 basic and $5.15 diluted. For the successor period from June 7 through October 31, 2025, basic shares were understated by 1,857,056 and diluted shares by 857,057, reducing both basic and diluted EPS by $0.45 to $8.02 basic and $7.98 diluted.

The company states the error affects only EPS calculations; revenue, net income, assets, liabilities, equity and cash flows are unchanged. Management links the error to an existing material weakness in internal control over financial reporting. As of October 31, 2025, the balance sheet shows $616.5 million in total assets, including $547.1 million of BNB and other digital assets, and shareholders’ equity of $484.9 million.

CEA Industries Inc. amends its Form S-3 shelf and delivers a prospectus registering up to $1,000,000,000 of common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts and units, to be sold from time to time.

The prospectus summarizes the company’s BNB-focused digital asset treasury strategy, discloses a closed PIPE Offering that raised $500,000,000 in gross proceeds, related registration rights, and pending litigation concerning the Asset Management Agreement with 10X Capital Partners LLC. Shares outstanding were 41,173,850 as of June 16, 2026.

CEA Industries Inc. filed a Post-Effective Amendment to its Form S-3 to register resale and certain primary issuance securities related to its PIPE Offering. The prospectus registers up to 41,754,478 PIPE Shares, 7,750,510 Pre-Funded Warrants and related shares, 49,504,988 Stapled Warrants and other warrants and underlying shares. The PIPE closed on August 5, 2025 and delivered $500,000,000 in gross proceeds with potential additional proceeds from warrant exercises. The filing states the Company will not receive proceeds from Selling Stockholders’ resales but would receive proceeds if warrants are exercised, including up to $750,000,568.20 if Stapled Warrants are exercised in full. The amendment notes the Company will no longer be a “well-known seasoned issuer” when it files its Form 10-K for the fiscal year ended April 30, 2026.

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.

CEA Industries Inc. reported that Nicholas J. Etten resigned from its Board of Directors. The company states that his resignation as a director occurred on June 10, 2026, with the effective date expected to be later in June 2026. The filing does not describe any changes to executive officers or compensatory arrangements, and no financial results or transactions are included. The rest of the report consists of standard disclosure items and an exhibit reference for the cover page interactive data file.

CEA Industries Inc. received a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual shareholder meeting within 12 months of its fiscal year ended April 30, 2026. The company has until June 22, 2026 to submit a plan showing how it will regain compliance, and Nasdaq may grant up to 180 days from the fiscal year end, through October 27, 2026, for CEA to do so. The company plans to prepare a proxy statement and organize an annual meeting in the coming weeks, but there is no assurance Nasdaq will accept its plan. If the plan is rejected, CEA’s securities may be subject to delisting, although the company would be able to appeal to a hearings panel.

CEA Industries Inc. entered a master loan agreement with BitGo Prime that allows it to borrow digital assets or cash against overcollateralized positions, including BNB, subject to margin calls. The company initially drew 10 million USDC at a 9.5% annual fee, maturing on October 30, 2026, with options to renew in six‑month terms. Financial covenants require at least $25 million of Borrower’s Net Equity and a Borrower’s Leverage Ratio not exceeding 200%. Separately, President and director Anthony K. McDonald resigned and entered a severance agreement providing $250,000 over 12 months plus up to $10,000 for legal fees, while his existing equity awards remain under their current terms. The Board appointed Carly E. Howard as Chair, continuing a governance-focused refresh of the company’s leadership.