CEA Industries Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CEA Industries Inc. on June 11, 2026. The filing addresses a material error in previously issued financial statements for the Second Quarter (ended October 31, 2025) and Third Quarter (ended January 31, 2026) of fiscal year 2026. The Company has concluded that these reports should no longer be relied upon.
Key Financial Metrics and Impact
The filing identifies an error in the calculation of the weighted-average number of shares outstanding used to determine Earnings Per Share (EPS). The filing explicitly states that the error did not impact the following metrics:
- Net income (loss)
- Total assets
- Total liabilities
- Stockholders' equity
- Revenue
- Cash flows
- Net income (loss) available to common stockholders
The error resulted in the following misstatements of EPS due to understated share counts:
| Period | Share Count Error | EPS Impact |
|---|---|---|
| Three months ended Oct 31, 2025 | Understated by 2,214,508 shares | Overstated by $0.21 |
| Second Quarter Successor Period | Basic: Understated by 1,857,056; Diluted: Understated by 857,057 | Overstated by $0.45 |
| Three months ended Jan 31, 2026 | Understated by 2,376,236 shares | Understated by $0.08 |
| Third Quarter Successor Period | Basic: Understated by 21,806,662; Diluted: Understated by 21,806,663 | Basic Overstated by $4.26; Diluted Overstated by $4.21 |
Material Changes and Restatement Plans
The material change is the identification of the calculation error regarding share counts. The Company intends to file amendments to the Quarterly Reports on Form 10-Q to restate the affected financial statements and related disclosures for all periods listed above. The filing text does not provide a clear value for any changes in revenue, profit, cash flow, margins, debt, or liquidity, as these were unaffected by the error.
Management Commentary and Risks
Management, with the concurrence of the Audit Committee, has discussed the matter with Sadler, Gibb & Associates, LLC, the Company's independent registered public accounting firm. The primary risk is the potential for investor confusion regarding historical EPS figures until the restated filings are completed. No other risks, contingencies, or unusual items were disclosed in this filing.
Investor Verification Checklist
- Verify the upcoming amended Form 10-Q filings for the periods ended October 31, 2025, and January 31, 2026.
- Confirm the corrected weighted-average shares outstanding and recalculated EPS figures in the restated reports.
- Review the Company's internal controls over financial reporting to understand how the share count error occurred.
- Ensure that any financial models relying on the original EPS figures are updated with the corrected data.