| |
Security Type | |
Security Class Title | |
Fee Calculation or Carry Forward Rule | |
Amount Registered | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | | |
Carry Forward Form Type | | |
Carry Forward File Number | | |
Carry Forward Initial Effective Date | | |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | |
Fees to be Paid | |
Equity | |
Common Stock (Secondary Issuance) | |
457(c) | |
| 105,940,673 | (1)(2) | |
$ | 12.68 | (3) | |
$ | 1,343,327,733.64 | (3) | |
| 0.00015310 | | |
$ | 205,663.48 | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Equity | |
Common
Stock (Primary Issuance) | |
Other(4) | |
| 7,750,510 | | |
$ | 0.00001 | (4) | |
$ | 77.51 | | |
| 0.00015310 | | |
$ | 0.01 | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Equity | |
Common
Stock (Primary Issuance) | |
Other(5) | |
| 5,940,598 | | |
$ | 0.00001 | (5) | |
$ | 59.41 | | |
| 0.00015310 | | |
$ | 0.01 | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Equity | |
Common
Stock (Primary Issuance) | |
Other(6) | |
| 990,099 | | |
$ | 10.23 | (6) | |
$ | 10,128,712.77 | | |
| 0.00015310 | | |
$ | 1,550.71 | | |
| | | |
| | | |
| | | |
| | |
Fees
to be Paid | |
Equity | |
Common
Stock (Primary Issuance) | |
Other(7) | |
| 49,504,988 | | |
$ | 15.15 | (7) | |
$ | 750,000,568.20 | | |
| 0.00015310
| | |
$ | 114,825.09 | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Carry Forward Securities | |
Carry Forward Securities | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
Total Offering Amounts: | |
| | | |
$ | 2,103,457,151.52 | | |
| | | |
$ | 322,039.29 | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
Total Fees Previously Paid: | |
| | | |
| | | |
| | | |
$ | 0.00 | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
Total Fee Offsets: | |
| | | |
| | | |
| | | |
$ | 0.00 | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
Net Fee Due: | |
| | | |
| | | |
| | | |
$ | 322,039.29 | | |
| | | |
| | | |
| | | |
| | |
| (1) | Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall also cover any additional shares of the Company’s
common stock, par value $0.00001 (“Common Stock”) that become issuable by reason
of any stock dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of outstanding shares of common
stock. |
| (2) | The
105,940,673 shares of Common Stock consist of (i) 41,754,478 shares of the Common Stock issued
to the investors of the PIPE Offering, (ii) 7,750,510 shares of Common Stock issuable upon
the exercise of pre-funded warrants to purchase shares of Common Stock with an exercise price
per share equal to $0.00001, (iii) 5,940,598 shares of Common Stock issuable upon exercise
of strategic advisor warrants to purchase shares of Common Stock with an exercise price per
share equal to $0.00001, (iv) 990,099 shares of Common Stock issuable upon exercise of asset
manager warrants to purchase shares of Common Stock with an exercise price per share equal
to $10.23, and (v) 49,504,988 shares of Common Stock issuable upon exercise of the stapled
warrants with an exercise price per share equal to $15.15. |
| (3) | Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule
457(g) under the Securities Act. The offering price per share and aggregate offering price
are based upon the average of the high and low prices per share of Common Stock of CEA Industries
Inc. as reported on the NASDAQ Capital Market on September 18, 2025. |
| (4) | Pursuant to 457(g), reflects the Common Stock that may be issued upon exercise of the pre-funded warrants at an exercise
price of $0.00001 per share of Common Stock. |
| (5) | Pursuant to 457(g), reflects the Common Stock that may be issued upon exercise of the strategic advisor warrants
at an exercise price of $0.00001 per share of Common Stock. |
| (6) | Pursuant to 457(g), reflects the Common Stock that may be issued upon exercise of the asset manager warrants at an
exercise price of $10.23 per share of Common Stock. |
| (7) | Pursuant to 457(g), reflects the Common Stock that may be issued upon exercise of the stapled warrants at an exercise
price of $15.15 per share of Common Stock. |