false 0001482541 0001482541 2023-10-31 2023-10-31 0001482541 CEAD:CommonStock0.00001ParValueMember 2023-10-31 2023-10-31 0001482541 CEAD:WarrantsToPurchaseCommonStockMember 2023-10-31 2023-10-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 31, 2023

 

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41266   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 8. Other Events.

 

On October 20, 2023, Sweet Cut Grow, LLC and Green Ice, LLC (collectively, “Claimant”) a client of the Company with which it had an equipment contract and engineering contract, filed a demand for arbitration asserting claims for breach of contract, breach of warranty, and unjust enrichment, and demand for $1,049,280 in damages, plus interest (“Claims”). The Company denies all the Claims. The Company believes Claimant is owed nothing as the Company fulfilled all its obligations under the contracts to Claimant, and further, that the negligence of a third-party supplier is the basis of the Claims. The Company’s equipment contract with Claimant requires the parties to arbitrate their disputes under the rules of the American Arbitration Association (“AAA”). The arbitration will be heard in Denver, Colorado. There are no scheduled hearing dates currently. The parties will pay their own legal fees and expenses. The Company intends to defend itself vigorously, believing there are no merits to the claims as currently presented.

 

 

 

 

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 31, 2023 CEA INDUSTRIES INC.
     
  By /s/ Anthony K. McDonald
    Anthony K. McDonald
    President and Chief Executive Officer

 

 

 

v3.23.3
Cover
Oct. 31, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 31, 2023
Entity File Number 001-41266
Entity Registrant Name CEA INDUSTRIES INC.
Entity Central Index Key 0001482541
Entity Tax Identification Number 27-3911608
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 385 South Pierce Avenue
Entity Address, Address Line Two Suite C
Entity Address, City or Town Louisville
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80027
City Area Code (303)
Local Phone Number 993-5271
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Common Stock, $0.00001 par value  
Title of 12(b) Security Common Stock, $0.00001 par value
Trading Symbol CEAD
Warrants to purchase Common Stock  
Title of 12(b) Security Warrants to purchase Common Stock
Trading Symbol CEADW

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