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):
August29, 2022
CEA
INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41266 | 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.) |
385S. Pierce Ave, Ste C,
Louisville,CO 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 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).
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. ☐
Item8.01 Other Events.
On August 29, 2022, at 8:30 AM, Mountain Time, CEA Industries Inc. (“Company”) called the annual meeting of stockholders to order. There not being a quorum, Mr. McDonald, the CEO and a director of the Company, announced that the meeting would be adjourned to October 6, 2022, at 1:00 PM, Mountain Time.
The record date for the adjourned meeting will continue to be July 8, 2022.
Mr. McDonald noted that the Company had received proxies for 3,540,460 shares of common stock outstanding for 44.512% of the shares eligible to vote at the meeting. For approval of the adjournment, the Company had received 3,294,406 or 41.418% of the voted shares eligible to vote at the meeting in favor of an adjournment, in the event that it was needed. Because the votes were generally in favor of electing the designated slate of directors and of ratification of the current accounting firm to continue as the independent auditors, as discussed in the Proxy Statement, dated July 8, 2022, the Company adjourned the annual meeting to continue to solicit votes on these proposals.
The Company has engaged Advantage Proxy, Inc. to help it solicit the votes of outstanding shares that have not yet returned a proxy. The Company will pay to Advantage Proxy, Inc. a fee of $5,000, plus expenses, which are estimated to be $500.
Shareholders who have already voted their shares or otherwise provided a proxy need not do anything further, as their shares will be deemed attending the adjourned meeting and counted as previously voted, unless affirmatively changed or withdrawn.
The Company’s Board of Directors continues to recommend a vote in favor of the proposals presented in the Proxy Statement for the reasons described therein, including (i) the election of the five director nominees named in the Proxy Statement to serve on the Board of Directors for a term of one year or until their respective successors are duly elected and qualified, (ii) to ratify the selection of Sadler, Gibb & Associates, L.L.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and (iii) to approve 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.
Item9.01 Financial Statements and Exhibits
| (a) | Not<br> Applicable |
|---|---|
| (b) | Not<br> Applicable |
| (c) | Not<br> Applicable |
| (d) | Exhibits |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press<br> Release dated August 30, 2022, relating to adjournment of annual meeting |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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> August 30, 2022 | CEA<br> INDUSTRIES INC. | |
|---|---|---|
| By | /s/ Anthony K. McDonald | |
| Anthony<br> K. McDonald | ||
| President<br> and Chief Executive Officer |
Exhibit99.1
CEAIndustries Inc. Announces Adjournment of Annual Meeting of Stockholders
Louisville,Colorado, August 30, 2022 – CEA Industries Inc. (“Company”), (NASDAQ: CEAD, CEADW), a leader in controlled environment agriculture (CEA) systems engineering and technologies, today announced that its 2022 annual meeting of stockholders has been adjourned to October 6, 2022, at 1:00 PM, Mountain Time. The adjournment was due to a lack of quorum for the meeting scheduled on August 29^th^. The record date for the adjourned meeting will continue to be July 8, 2022.
Tony McDonald, CEA Industries Chairman and CEO, noted that the Company had received proxies for 3,540,460 shares of common stock outstanding for 44.512% of the shares eligible to vote at the meeting. For approval of the adjournment, the Company had received 3,294,406 or 41.418% of the voted shares eligible to vote at the meeting in favor of an adjournment, in the event that it was needed. Because the votes were generally in favor of electing the designated slate of directors and of ratification of the current accounting firm to continue as the independent auditors, as discussed in the Proxy Statement, dated July 20, 2022, the Company adjourned the annual meeting to continue to solicit votes on these proposals.
The Company’s Board of Directors continues to recommend a vote in favor of the proposals presented in the Proxy Statement for the reasons described therein, including (i) the election of the five director nominees named in the Proxy Statement to serve on the Board of Directors for a term of one year or until their respective successors are duly elected and qualified, (ii) the ratification of the selection of Sadler, Gibb & Associates, L.L.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and (iii) the approval of 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.
Tony McDonald added, “To all our shareholders, your vote is important. For shareholders that hold their shares through brokerage accounts, several brokerage firms will not exercise their permitted discretionary authority in respect of our request for your proxy, so it is essential that you exercise your vote for them to act on your behalf. To vote, please contact our proxy solicitor, Advantage Proxy, Inc., toll free at 1-877-870-8565.”
Mr. McDonald continued, “Shareholders that have voted their shares need not do anything further. Those shares will continue as voted for the adjourned meeting, unless changes are affirmatively made or their vote is withdrawn.”
AboutCEA Industries Inc.
CEA Industries Inc. (www.ceaindustries.com), is home to industry leaders in controlled environment agriculture, with complementary and adjacent companies added to its portfolio when aligned with the company’s growth initiatives. As the global environment for indoor cultivation continues to grow, CEA Industries was formed to embrace companies that support these ecosystems.
Headquartered in Louisville, Colorado, CEA Industries knows that growth is a team sport. Through future partnerships and mergers and acquisitions, both financial and strategic, CEA Industries will continue its pursuit of companies that bring accretive value to its customers and investors.
SafeHarbor Statement
Thispress release contains statements of a forward-looking nature relating to future events. Forward-looking statements are subject to theinherent uncertainties in predicting future results and conditions. These statements reflect our current beliefs, and a number of importantfactors could cause actual results to differ materially from those expressed in this press release, including the factors set forth in“Risk Factors” set forth in our annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”),and subsequent filings with the SEC. Please refer to our SEC filings for a more detailed discussion of the risks and uncertainties associatedwith our business, including but not limited to the risks and uncertainties associated with our business prospects and the prospectsof our existing and prospective customers; the inherent uncertainty of product development; regulatory, legislative and judicial developments,especially those related to changes in, and the enforcement of, cannabis laws; increasing competitive pressures in our industry; andrelationships with our customers and suppliers. Except as required by the federal securities laws, we undertake no obligation to reviseor update any forward-looking statements, whether as a result of new information, future events or otherwise. The reference to CEA IndustriesInc.’s website has been provided as a convenience, and the information contained on such website is not incorporated by referenceinto this press release.
MediaContact:
Jamie English
Vice President, Marketing Communications
Jamie.english@surna.com
303.993.5271
InvestorContact:
Sean Mansouri, CFA
Elevate IR
info@ceaindustries.com