Form 8-K - Current report

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):

December 18, 2023

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41266		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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	CEAD	Nasdaq Capital Market
Warrants to purchase Common Stock	CEADW	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 5.07 — Submission of Matters to a Vote of Security Holders

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of CEA Industries Inc. (the “Company”) was held on December 18, 2023. At the Annual Meeting, the Company’s stockholders:

	●	Elected five incumbent directors to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified;
	●	Ratified Sadler, Gibb & Associates as the reviewing independent accountants for the Company for fiscal year 2023; and
	●	Approved any adjournment of the Annual Meeting, if necessary or appropriate, to permit solicitation of additional proxies to hold the meeting and approve the foregoing proposals

Proposal 3 was to authorize the Board, at its discretion, at any time until June 30, 2024, (i) to effect a reverse stock split of the common stock with a ratio not less than two-for-one but not greater than twenty-for-one. This proposal was not approved in the Annual Meeting.

The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.

Proposal 1	Shares For		Shares Against		Shares Withheld		Broker Non-Votes
Anthony K. McDonald		1,548,817		919,914		730,980		1,299,397
James R. Shipley		1,455,842		1,052,302		691,567		1,299,397
Nicholas J. Etten		1,430,571		1,078,619		690,521		1,299,397
Troy L. Reisner		1,524,945		984,119		690,647		1,299,397
Marion Mariathasan		1,550,318		958,723		690,670		1,299,397

Proposal 2

Shares For

Shares
Against

Shares

Abstaining

Broker

Non-Votes

Ratification of the appointment of Sadler, Gibb & Associates, L.L.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

3,465,227

211,616

822,265

Proposal 3

Shares For

Shares
Against

Shares

Abstaining

Broker

Non-Votes

authorize the Board, at its discretion, at any time until June 30, 2024, (i) to effect a reverse stock split of the common stock

2,935,658

1,231,295

332,155

Proposal 4

Shares For

Shares
Against

Shares

Abstaining

Broker

Non-Votes

To an adjournment of the meeting of stockholders

2,888,861

1,234,346

375,901

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: December 18, 2023	CEA INDUSTRIES, INC.

	By	/s/ Anthony K. McDonald
		Anthony K. McDonald
		President and Chief Executive Officer

Cover	Dec. 18, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2023
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.00001 par value
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	CEAD
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	CEADW
Security Exchange Name	NASDAQ