8-K
CEA Industries Inc. (BNC)
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):
October6, 2022
CEA
INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54286 | 27-3911608 |
|---|---|---|
| (State<br> or other jurisdiction <br><br> of incorporation) | (Commission<br><br> File Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
385South 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, $0.00001 par value | CEAD | Nasdaq<br> Capital Market |
| Warrants<br> to purchase Common Stock | CEADW | Nasdaq<br> 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. ☐
Item5.07 — 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<br> five incumbent directors to serve until the next annual meeting of the Company’s stockholders<br> or until their respective successors have been duly elected and qualified; and |
|---|---|
| ● | Ratified<br> Sadler, Gibb & Associates as the reviewing independent accountants for the Company for<br> 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 | ****<br><br> <br>Shares For | Shares Against | Shares<br><br> <br>Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Anthony<br> K. McDonald | 2,460,937 | 76,425 | 2,002 | 1,617,898 |
| James<br> R. Shipley | 2,462,318 | 75,118 | 1,928 | 1,617,898 |
| Nicholas<br> J. Etten | 2,448,347 | 86,397 | 4,620 | 1,617,898 |
| Troy<br> L. Reisner | 2,489,388 | 45,204 | 4,772 | 1,617,898 |
| Marion<br> Mariathasan | 2,483,730 | 50,944 | 4,690 | 1,617,898 |
| Proposal 2 | Shares For | Shares Against | Shares<br><br> <br>Abstaining | Broker<br><br> <br>Non-Votes |
| --- | --- | --- | --- | --- |
| Ratification<br> of the appointment of Sadler, Gibb & Associates, L.L.C. as our independent registered public accounting firm for the fiscal year<br> ending December 31, 2022. | 4,126,342 | 29,315 | 1,605 | 0 |
| Proposal 3 | Shares For | Shares Against | Shares<br><br> <br>Abstaining | Broker<br><br> <br>Non-Votes |
| --- | --- | --- | --- | --- |
| To<br> 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:<br> October 11, 2022 | CEA<br> INDUSTRIES, INC. | |
|---|---|---|
| By | /s/ Anthony K. McDonald | |
| Anthony<br> K. McDonald | ||
| President<br> and Chief Executive Officer |