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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):

 

October 6, 2022

 

CEA INDUSTRIES 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 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).

 

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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of CEA Industries Inc. (the “Company”) was held on October 6, 2022, having been adjourned from August 29, 2022, to give the Company additional time to solicit votes to achieve quorum. 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; and
Ratified Sadler, Gibb & Associates as the reviewing independent accountants for the Company for fiscal year 2022.

 

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   2,460,937   76,425   2,002   1,617,898
James R. Shipley   2,462,318   75,118   1,928   1,617,898
Nicholas J. Etten   2,448,347   86,397   4,620   1,617,898
Troy L. Reisner   2,489,388   45,204   4,772   1,617,898
Marion Mariathasan   2,483,730   50,944   4,690   1,617,898

 

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.   4,126,342   29,315   1,605   0

 

Proposal 3   Shares For  

Shares Against

 

Shares

Abstaining

 

Broker

Non-Votes

To an adjournment of the meeting of stockholders   4,072,679   75,206   9,377   0

 

 

 

 

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: October 11, 2022 CEA INDUSTRIES, INC.
     
  By /s/ Anthony K. McDonald
    Anthony K. McDonald
    President and Chief Executive Officer