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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): July 28, 2025
CEA
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41266 |
|
27-3911608 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
385
South Pierce Avenue, Suite C
Louisville,
Colorado 80027
(Address
of principal executive office) (Zip Code)
(303)
993-5271
(Registrants’
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing 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 |
| Common
Stock, par value $0.00001 |
|
VAPE |
|
Nasdaq
Capital Market |
| Warrants
to purchase Common Stock |
|
VAPEW |
|
Nasdaq
Capital Market |
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
3.02 Unregistered Sale of Equity Securities
As
previously disclosed in CEA Industries Inc.’s (the “Company”) Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on July 28, 2025, the Company commenced a private placement
offering (the “Offering”) pursuant to securities purchase agreements (the “Securities Purchase
Agreements”) entered into with certain accredited investors (the “Purchasers”) pursuant to which
the Company agreed to sell and issue (i) an aggregate of 41,754,478 shares of common stock, par value $0.00001 per share (the “Common
Stock”) at an offering price of $10.10 per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”)
to purchase up to an aggregate of 7,750,510 shares of Common Stock at an offering price of $10.09999 per Pre-Funded Warrant and (iii) stapled
warrants to purchase Common Stock (“Stapled Warrants”) to purchase up to an aggregate of 49,504,988 shares
of Common Stock at an exercise price of $15.15 per Stapled Warrant to the Purchasers.
Cantor
Fitzgerald & Co. acted as the sole placement agent in connection with the Offering.
The
material terms of the Pre-Funded Warrants, Stapled Warrants, Securities Purchase Agreements, and the Registration Rights Agreement are
described in the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025, which description is incorporated by
reference herein. The form of the Pre-Funded Warrant, the form of Stapled Warrant, the forms
of Securities Purchase Agreements,
and the form of Registration Rights Agreement are attached
as Exhibits 4.1, 4.2, 10.1, 10.2 and
10.3, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of
Common Stock or other securities of the Company.
Item
9.01 Financial Statements and Exhibits.
| Number |
|
Description |
| 104 |
|
Cover
Page Interactive Data. |
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 thereunto duly authorized.
| |
CEA
Industries Inc. |
| |
|
|
| Dated:
August 1, 2025 |
By: |
/s/
Anthony K. McDonald |
| |
Name: |
Anthony
K. McDonald |
| |
Title: |
Chief
Executive Officer |
