CEA Industries Inc. (BNC): auditor change — CEA Industries restates EPS for Q2 and Q3 FY2026 due to share-count error

CEA Industries Inc.

Basic/diluted weighted-average shares understated by up to 21.8M shares in Q3 successor period.
EPS overstated by $4.26 (basic) and $4.21 (diluted) in Q3 successor period; $0.45 in Q2 successor period.
Error had zero impact on net income, total assets, liabilities, equity, revenue, or cash flows.
Company will file Form 10-Q amendments to restate affected periods; Audit Committee concurred.
Error stems from miscalculation of weighted-average shares outstanding in EPS determination.

item 4.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.95

CEA Industries Inc. reported that prior financial statements should not be relied upon.

Action: non reliance

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001482541-26-000017

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