Cover - shares |
6 Months Ended | |
|---|---|---|
Oct. 31, 2025 |
Dec. 12, 2025 |
|
| Document Type | 10-Q/A | |
| Amendment Flag | true | |
| Amendment Description | Introduction This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of the Company for the three months ended October 31, 2025 and the period from June 7, 2025 through October 31, 2025 (the “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 “Original Filing”). On June 11, 2026, the Company’s management, with the concurrence of the Audit Committee of the Board of Directors, concluded that the previously issued condensed consolidated financial statements included in the Original Filing should no longer be relied upon due to an error in the calculation of the weighted-average number of shares outstanding used in determining basic and diluted earnings per share (“EPS”). Impact of the Restatement The error affects only the EPS denominator (weighted-average shares); it has no effect on net income, total assets, total liabilities, stockholders’ equity, revenue, or cash flows, and net income (loss) available to common stockholders is unchanged in each affected period. The error resulted in an understatement of basic and diluted weighted-average shares outstanding, which in turn overstated both basic and diluted EPS for the three months ended October 31, 2025 and the Successor period from June 7 through October 31, 2025. The error resulted in an understatement of basic and diluted weighted average number of shares outstanding, which in turn overstated basic and diluted EPS for the affected periods as follows: Three months ended October 31, 2025: ●Basic and diluted weighted average number of shares understated by 2,214,508 shares ●Basic and diluted EPS overstated by $0.21 Successor period from June 7 through October 31, 2025: ●Basic weighted average number of shares understated by 1,857,056 shares ●Diluted weighted average number of shares understated by 857,057 shares ●Basic and diluted EPS overstated by $0.45 Amended Items In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Items of the Original Filing have been partially amended and the complete text of those Items, as originally filed and as amended herein, is set out in this Amendment: Part I - Item 1. Financial Statements (Unaudited), including the Condensed Consolidated Statements of Operations and Comprehensive Income and the Notes to Condensed Consolidated Financial Statements Part II - Item 6. Exhibits The error affected the Condensed Consolidated Statements of Operations and Comprehensive Income and the Earnings Per Share note within the Notes to Condensed Consolidated Financial Statements. Restatement and Correction The Company evaluated the error in accordance with SEC Staff Accounting Bulletin No. 99, Materiality, and concluded that the error is material to the previously issued condensed consolidated financial statements because it affects a separately presented, required primary metric central to investor valuation, is precisely measurable, overstated favorable per-share performance, and arose from a systemic methodology error. When previously issued condensed consolidated financial statements are determined to be materially misstated, they are corrected by restatement. Accordingly, the Company has revised the affected condensed consolidated financial statements and related disclosures to reflect the correction of basic and diluted weighted-average shares outstanding and basic and diluted EPS. Internal Control Considerations As disclosed in the Original Filing, management had previously concluded that the Company’s disclosure controls and procedures were not effective as of October 31, 2025 due to a material weakness in internal control over financial reporting. The error reported in this Amendment relates to the existing material weakness. Management is continuing to implement remediation measures. | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Oct. 31, 2025 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2026 | |
| Current Fiscal Year End Date | --04-30 | |
| Entity File Number | 001-41266 | |
| Entity Registrant Name | CEA INDUSTRIES INC. | |
| Entity Central Index Key | 0001482541 | |
| Entity Tax Identification Number | 27-3911608 | |
| Entity Incorporation, State or Country Code | NV | |
| Entity Address, Address Line One | 385 South Pierce Avenue | |
| Entity Address, Address Line Two | Suite C | |
| Entity Address, City or Town | Louisville | |
| Entity Address, State or Province | CO | |
| Entity Address, Postal Zip Code | 80027 | |
| City Area Code | (303) | |
| Local Phone Number | 993-5271 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 44,062,938 | |
| Common Stock, $0.00001 par value | ||
| Title of 12(b) Security | Common Stock, $0.00001 par value | |
| Trading Symbol | BNC | |
| Security Exchange Name | NASDAQ | |
| Warrants To Purchase Common Stock [Member] | ||
| Title of 12(b) Security | Warrants to purchase common stock | |
| Trading Symbol | BNCW | |
| Security Exchange Name | NASDAQ |