8-K - BNC - Equibles

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<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).

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 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<br> five incumbent directors to serve until the next annual meeting of the Company’s stockholders or until their respective successors<br> have been duly elected and qualified;
●	Ratified<br> Sadler, Gibb & Associates as the reviewing independent accountants for the Company for fiscal year 2023; and
●	Approved<br> any adjournment of the Annual Meeting, if necessary or appropriate, to permit solicitation of additional proxies to hold the meeting<br> 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 <br><br>Against		Shares<br> <br>Withheld		Broker <br> 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 <br><br>Against		Shares<br> <br>Abstaining		Broker<br> <br>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		0
Proposal 3	Shares For		Shares <br><br>Against		Shares<br> <br>Abstaining		Broker<br> <br>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		0
Proposal 4	Shares For		Shares <br><br>Against		Shares<br> <br>Abstaining		Broker<br> <br>Non-Votes
---	---	---	---	---	---	---	---	---
To an adjournment of the meeting of stockholders		2,888,861		1,234,346		375,901		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> December 18, 2023	CEA<br> INDUSTRIES, INC.
	By	/s/ Anthony K. McDonald
		Anthony<br> K. McDonald
		President<br> and Chief Executive Officer