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. 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.

CEA Industries Inc ownership disclosure: Vanguard Capital Management reports beneficial ownership of 2,176,595 shares of CEA Industries Inc common stock, representing 5.07% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 2,176,595 shares and sole voting power over 275,131 shares. The statement clarifies these holdings include securities held by Vanguard funds and certain Vanguard affiliates and is signed on 04/29/2026.

CEA Industries Inc. announced that its Stapled Warrants to purchase common stock have been approved for listing on the Nasdaq Capital Market. The warrants, each allowing the holder to buy one share at an exercise price of $15.15 per share, will trade under the ticker symbol “BNCWZ” beginning April 15, 2026.

The company states that a total of 49,504,988 Stapled Warrants are outstanding and exercisable until 5:00 p.m. New York City time on August 5, 2028. These warrants were originally issued under a Securities Purchase Agreement dated July 28, 2025 and are governed by a Warrant Agreement dated August 5, 2025.

CEA Industries Inc. reported that Chief Financial Officer William B. Miller received a grant of 363,636 Restricted Stock Units (RSUs) on common stock. These RSUs were awarded as compensation and carry no exercise price.

According to the vesting schedule, 25% of the RSUs, or 90,909 shares, will vest on April 6, 2027, with the remaining units vesting in equal quarterly installments through April 6, 2030, contingent on his continued service. The award was granted under the CEA Industries Inc. 2026 Inducement Plan, and following this grant Miller holds 363,636 RSUs directly.