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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

 

January 27, 2022

 

CEA INDUSTRIES INC.

(Formerly known as Surna Inc.)(Exact name of registrant as specified in its charter)

 

Nevada   000-54286   27-3911608

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

385 South Pierce Avenue, Suite C

Louisville, Colorado 80027

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (303) 993-5271

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
None   n/a   n/a

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

On January 27 2022, CEA Industries Inc. (the “Company”) filed an amendment to its certificate of incorporation to effect a reverse split of the outstanding shares of common stock at the rate of one new share for every 150 shares then outstanding, rounding up to the next whole share for fractional shares resulting from the reverse split. The amendment also reduced the capitalization of the Company to be 200,000,000 authorized shares of common stock, $0.00001 par value and 25,000,000 shares of authorized shares of preferred stock, $0.00001 par value.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 1, 2022 CEA INDUSTRIES INC.
     
  By /s/ Anthony K. McDonald
    Anthony K. McDonald
    President and Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT NO.DESCRIPTION
  
3.1Amendment to Articles of Incorporation to effect a reverse split and fix capitalization (Incorporated by reference from Exhibit 3.1(g) to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 31, 2022)