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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): August 25, 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 |
|
BNC |
|
Nasdaq
Capital Market |
| Warrants
to purchase Common Stock |
|
BNCWW |
|
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
1.01 Entry into a Material Definitive Agreement.
On
August 25, 2025, CEA Industries Inc. (the “Company”) entered into a Sales Agreement (the “Sales
Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company, from
time to time, may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.00001 per share
(the “Common Stock”), through or to the Agent having an aggregate sales price of up to $50,000,000 (the “ATM
Offering”).
Subject
to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares from
time to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification rights,
and the Agent will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through
or to the Agent.
Sales
of the ATM Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the ATM Shares and
may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.
This
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement,
which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The
Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf registration
statement on Form S-3 (the “Registration Statement”), which was filed with the Securities and Exchange Commission
(the “SEC”) on August 25, 2025. On August 25, 2025, the Company filed a prospectus supplement
to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares pursuant to the Sales Agreement.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock nor
shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Fox Rothschild
LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached as Exhibit 5.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Sales
Agreement, dated as of August 25, 2025, by and among the Company and Cantor Fitzgerald & Co. |
| 5.1 |
|
Opinion of Fox Rothschild LLP. |
| 23.1 |
|
Consent of Fox Rothschild LLP (included in the opinion filed as Exhibit 5.1). |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 25, 2025 |
By: |
/s/
David Namdar |
| |
Name: |
David
Namdar |
| |
Title: |
Chief
Executive Officer |
