8-K

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 8, 2014

SURNA INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54286	27-3911608
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1780 55th St., Suite C, Boulder, Colorado	80301
(Address of principal executive offices)	(Zip Code)

(303) 993-5271

Registrant’s telephone number, including area code

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	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))

Item 3.02. Unregistered Sales of Equity Securities.

In October 2014, Surna Inc. (the “Company”) engaged Newbridge Securities Corporation (“Newbridge”) to act on a “best efforts” basis as the Company’s financial advisor and exclusive placement agent in connection with the structuring, issuance and sale of up to 60 units (each, a “Unit”), with each Unit consisting of (i) 250,000 shares of the Company’s common stock, par value $0.00001, (ii) a $50,000 10% convertible note, and (iii) 50,000 warrants for the purchase of 50,000 shares of the Company’s common stock.

Between October 31, 2014 and December 9, 2014, the Company sold 27.5 Units, consisting in the aggregate of (i) 6,875,000 shares of the Company’s common stock, (ii) $1,375,000 principal amount 10% convertible notes, and (iii) 1,375,000 warrants for the purchase of an aggregate of 1,375,000 shares of the Company’s common stock. The Company paid an aggregate of $132,500 to Newbridge in commissions in connection with the sale of the Units. All of the Units were offered and sold only to accredited investors.

The principal balance of each convertible note, together with all accrued interest, is payable on the earlier of (i) 24 months after the issuance date of the note, (ii) the date of closing of a Qualified Public Offering (as hereinafter defined), or (iii) an event of default under the note. The unpaid principal balance of each note bears interest at the rate of the lesser of (x) 10% per annum, compounded annually, or (y) the maximum rate permitted by Colorado state law. Interest commences to accrue as of the issuance date of the note and is calculated on the basis of a 365-day year. Accrued interest is due and payable upon the first to occur of (a) the maturity date of the note, (b) the date on which the note is prepaid, or (c) the date on which the note is converted. The notes can be prepaid in accordance with the terms of the notes.

Beginning 360 days after the issuance date of each note, the holder may convert all amounts due thereunder into shares of the Company’s common stock at a price of $0.60 per share. If the Company defaults on payment of a note, the holder may, at its option, extend all conversion rights, through and including the date the Company tenders or attempts to tender payment in full of all amounts due under the note. Conversion rights terminate upon acceptance by the holder of payment in full of principal, accrued interest and any other amounts due under the note.

The entire principal due will be automatically converted into shares of Company common stock on the earlier of (i) the date on which the Company closes on a financing transaction involving the sale of the Company’s common stock at a price of no less than $2.00 per share with gross proceeds to the Company of no less than $5,000,000, or (ii) the date which is three days after the Company’s common stock shall have traded at a volume weighted average price (“VWAP”) of at least $2.00 per share for a period of 10 consecutive trading days. If the Company files a registration statement on Form S-1 with the Securities and Exchange Commission to effect a secondary offering of its common stock for gross proceeds of at least $5,000,000 (a “Qualified Public Offering”) at any time while any principal or accrued and unpaid interest under a note remains unpaid, then within 10 days after the filing of the registration statement, the holder of the note may convert all or any part of the outstanding and unpaid principal amount of the note, plus accrued interest into shares of Company common stock, or receive cash in an amount equal to 100% of the then outstanding principal amount of the note, plus accrued and unpaid interest. In the event of an automatic conversion, the conversion price per share will be equal to 75% of the public offering price per share of common stock offered by the Company in the Qualified Public Offering; provided, however, that in no event will the conversion price be less than $0.50 per share.

Pursuant to each of the warrants, the holder thereof may, subject to the terms of the warrant, at any time on or after six months after the date of the warrant and on or prior to the close of business on the date that is the third anniversary of the date of the warrant, purchase up to the number of shares of Company common stock as set forth in the respective warrant. The exercise price per share of the common stock under each warrant is $3.00, subject to adjustment as set forth in the warrants. Each warrant is callable at the Company’s option commencing 12 months from the date of the warrant, provided the Company’s common stock trades at a VWAP of $3.60 or greater for 10 consecutive trading days (the “Call Condition”). Commencing at any time after the date on which the Call Condition is satisfied, the Company has the right, upon 20 days’ notice to the holder given not later than 15 trading days after the date on which the Call Condition is satisfied, to redeem the number of warrant shares specified in the applicable Call Condition at a price of $0.01 per warrant share, subject to the terms of the warrant.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the purchasers are accredited investors, the purchasers acquired the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2014, the Company appointed David W. Traylor, as our Chief Business Officer. The Company entered into an employment agreement with Mr. Traylor, which provides for a base salary of $110,400 annually, a one-time sign-on bonus of $12,500 and 1,146,000 stock options vesting over a four-year period with an exercise price of $0.35 per share. In addition, Mr. Traylor is entitled to participate in the Company’s benefit and welfare plans that are generally available to other employees. His initial responsibilities will include raising growth capital and executing strategies to establish dynamic partnerships and value-added acquisitions.

Mr. Traylor is 49 years of age and brings to the Company 15 years of experience with Life Science companies in technical, operational and strategic positions. Mr. Traylor has significant sales experience selling to intelligent and technically oriented clients, an ability to effectively communicate scientific concepts, an established knowledge of the healthcare industry, strong analytical skills and a team-oriented personality with a history of achievement.

Most recently, since November 2012, Mr. Traylor has been the Senior Managing Director and Founder of Golden Eagle Partners, a FINRA-compliant Life Sciences specialty advisory firm to financial firms, biotechnology companies, medtech entities and diagnostic firms. Prior to forming Golden Eagles Partners, from March 2010 until October 2012, Mr. Traylor was a Lead Managing Director of Headwaters MB, a healthcare investment banking practice which advises companies on private placements, PIPE offerings, alternative public offerings, licensing, M&A and strategic transactions. From October 2007 until February 2010, Mr. Traylor was the Senior Vice President of Caris & Company, a boutique investment bank in the healthcare, technology, consumer and energy sectors.

Mr. Traylor has also worked as a Senior Associate at Pacific Growth Equities; a Business Development Consultant with DWT Consulting; a Senior Director, Business Development of BioSeek; a Senior Director, U.S. Business Development-Operations / Board Secretary for Silence Therapeutics (f/k/a Atugen AG); a Manager, Business Development and Technology Assessment for Deltagen; a Project Manager, Program Development for Affymetrix; and a Research Associate II – Research and Development / Process Technology Group with Somatogen, Inc.

Mr. Traylor holds a Masters of Business Administration, Major in Finance and Minor in Accounting, a Bachelor’s in Biochemistry and a Bachelor’s in Molecular, Cellular and Development Biology. Each degree is from the University of Colorado, Boulder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1	Employment Agreement dated December 8, 2014 between Surna Inc. and David W. Traylor.
99.1	Press release dated December 10, 2014.

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.

	SURNA INC.
Date: December 12, 2014	By:	/s/ Tom Bollich
		Tom Bollich, Chief Executive Officer

EX-10.1

Exhibit 10.1

 

December 8, 2014

Surna, Inc.

1780 55^th Street

Boulder, CO 80301

Dear David:

The following is an agreement between Surna, Inc. (the “Company”) and David W. Traylor for the position with the Company of Chief Business Officer (“CBO”) reporting to the CEO (the “Agreement”). Your preliminary responsibilities and tasks may include but not be limited to what is listed in Exhibit A. If you decide to join the Company, there shall be a preliminary period of employment (“Preliminary Period”) and a post-preliminary period of employment (“Post-Preliminary Period”). Currently, the Company believes the Preliminary Period will not last longer than six (6) months.

Preliminary Period Compensation and Benefits

During the Preliminary Period, you will be paid on a semi-monthly basis at an annual base rate of one hundred ten thousand four hundred ($110,400). You will be paid in accordance with the Company’s current standard payroll practices.

In addition, as part of the Preliminary Period compensation you will receive a one-time sign-on bonus of twelve thousand five hundred dollars ($12,500) to be paid upon execution of this Agreement.

During the Preliminary Period, you will not receive typical company-provided benefits, including healthcare and D&O insurance.

Post-Preliminary Period Compensation and Benefits

During the Post-Preliminary Period, your initial salary level shall be defined as an annual base that is increased from the Preliminary Period and increased in a similar fashion to other senior level managers of the Company that were employed on the effective date of this Agreement. You will be paid in accordance with the Company’s standard payroll practices for the Post-Preliminary Period.

During the Post-Preliminary Period, you will also be eligible to participate in the Company’s standard employee benefit programs. You should note that the Company may modify job titles, salaries, and benefits from time to time as it deems necessary. The expenses eligible for reimbursement under this Agreement in any year shall not affect any expenses eligible for reimbursement or in-kind benefits in any other year. Your rights under this Agreement concerning reimbursements are not subject to liquidation or exchange for any other benefit.

Vacation

CBO shall be entitled to three (3) weeks of paid vacation upon entrance into the Post-Preliminary Period accept that, Company agrees to provide reasonable accommodation to immediately allow for vacation benefits.

Hire Option Grant

Subject to approval by the Company after the effective date of this Agreement, which will not be unreasonably withheld, the Company will grant you a hire option grant (“Hire Option Grant”) to purchase one million one hundred forty-six thousand (1,146,000) shares of the Company’s common stock. The per share exercise price of each Hire Option Grant shall be thirty five cents ($0.35) per share. Twenty-five percent (25%) of the shares subject to the Hire Option Grant shall vest twelve (12) months after the effective date of this Agreement, subject to your continuing employment with the Company, and no shares shall vest before such date. The remaining shares shall vest monthly over the next thirty-six (36) months, in equal monthly amounts, subject to your continuing employment with the Company.

Milestone Option Grant

Additionally, one (1) year after the effective date of this Agreement, the Company will grant you a milestone option grant to purchase one hundred fourteen thousand six hundred (114,600) shares of the Company’s common stock (the “Milestone Option Grant”) subject to vesting upon attainment of the following milestone as described in this paragraph. The Milestone Option Grant will be met upon the achievement of six million dollars ($6,000,000) in revenue for the fiscal year of 2015 and the appreciation of the market capitalization of the Company to eighty million dollars ($80,000,000) in 2015. The per share exercise price of the Milestone Option Grant shall be the quoted stock price of the Company at the close of trading on the one (1) year anniversary of the effective date of this Agreement.

Annual Option Grants

You will also be eligible for annual grants of options (“Annual Option Grants”), said Annual Option Grants to be made in the sole discretion of the Company. Each of the Annual Option Grants shall be granted under, and shall be subject to the terms and conditions of, the Company’s stock plan.

Options and Change in Control

All options granted to you by the Company will become vested and exercisable in full if you are still employed by the Company at the time of a “change of control” (as defined below) and within twelve (12) months following such “change of control”.

A “Change of Control” shall mean, for purposes of the foregoing paragraph, (i) a merger or consolidation in which (A) the Company is a constituent party, or (B) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than fifty (50%) by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Severance

In the event that your employment were to be terminated by you for “Good Reason” or, after nine (9) months of your employment, by the Company without “Cause” (each, as defined below), you will receive severance of six (6) months of salary then in effect, together with reimbursement for the cost of up to six (6) months of COBRA premiums for continued health benefit coverage (for so long as you are eligible for such coverage through COBRA). Your severance payment will be made in the form of salary continuation in accordance with the following paragraph.

Any obligation of the Company to provide you severance payments or other benefits following termination is conditioned on your signing an effective release of claims in the form provided by the Company (the “Employee Release”) following the termination of your employment, which release shall not apply to (i) claims for indemnification in your capacity as an officer or director of the Company under the Company’s Certificate of Incorporation, By-laws or written agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your termination.

Any severance payments to be made in the form of salary continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree to provide the Company prompt notice of your eligibility to participate in the health plan and, if applicable, dental plan of any employer.

It is intended that this Agreement shall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of this Agreement, and that payments be interpreted as exempt from Section 409A where possible. Accordingly, in interpreting, construing or applying any provisions of this Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A, and in the event of any inconsistency with Section 409A, the same shall be reformed so as to meet the requirements of Section 409A.

Cause Definition

As used in this Agreement, “Cause” shall mean: (a) commission of, or indictment or conviction of, any felony or any other crime involving dishonesty; (b) participation in any fraud, deliberate and substantial misconduct, breach of duty of loyalty or breach of fiduciary duty against the Company; (c) intentional and substantial damage to any property of the Company; (d) serious misconduct by you which reflects adversely upon the company; (e) unsatisfactory performance of your material duties; or (f) your breach of any material provision of this Agreement. Provided, however, that neither section (e) nor (f) shall constitute “Cause” unless within thirty (30) days of the occurrence of the event the Company claims so qualifies, the Company shall have provided you with written notice specifying in detail the basis for such claim, and a reasonable opportunity to cure the claimed unsatisfactory performance or breach, and you fail to cure such unsatisfactory performance or breach within thirty (30) days of your receipt of the Company’s notice.

Good Reason Definition

As used in this Agreement, “Good Reason” shall mean: (1) a material and adverse diminution of your duties with the Company, (2) a material breach by the Company of this Agreement; provided, none of the foregoing shall qualify as Good Reason unless, within thirty (30) days of the occurrence of the event you claim so qualifies, you shall have provided the Company with written notice specifying in detail the basis for such claim, and a reasonable opportunity to cure the claimed Good Reason, and the Company fails to cure such Good Reason within thirty (30) days of its receipt of your notice; provided further, no termination for Good Reason shall so qualify unless you shall terminate your employment at the Company no more than thirty (30) days following the expiration of the Company’s cure period.

At-Will Employment

The Company is excited about you joining their ranks and looks forward to a mutually beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice.

Background Contingency

The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

Confidentiality

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your full-time employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

Requirements

As a condition of your employment, you are also required to sign and comply with a Confidential Information and Non-Competition Agreement which requires, among other provisions, non-disclosure of Company proprietary information and an agreement not to engage in competitive activities with the Company through the six (6) month period following the termination of your employment.

Database Reimbursement

The Company will reimburse you fifty percent (50%) of the subscription cost of one thousand five hundred seventy-five dollars ($1,575) of the Thomson Reuters Recap database.

General

To accept the Company’s offer, please sign and date this Agreement in the space provided below. A duplicate original is enclosed for your records. If you accept our offer, your first day of employment will be on December 8, 2014. Your compensation for December 2014 shall be prorated accordingly.

The Company will also clarify and assign the number of shares (7,029) granted to you under the engagement agreement and amendment previously executed between you and the Company.

This Agreement, along with any agreements relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This Agreement, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the Chief Executive Officer of the Company and you.

We look forward to your favorable reply and to working with you at Surna, Inc.

Sincerely,

/s/ Tom Bollich

Tom Bollich

CEO

Agreed to and accepted:
Signature:	/s/ David Traylor
Printed Name:	David Traylor
Date:	December 8, 2014

Exhibit A

Strategic/Corporate Development

● Competitive intelligence.  Responsible for monitoring market trends and the competitive landscape in order to provide continuous business improvement recommendations and to suggest new business venues and both traditional and nontraditional revenue opportunities.

● Strategy development.  Creates appropriate strategies and solutions to ensure a market advantage and competitive edge including market research at the industry, market, and economic levels, and the development of customer based research and analysis.

● Linking tactics and strategy.  Work in collaboration with the CEO and other senior executives to execute the organizational strategic plan, setting outcome based metrics for each program, leading his/her team in creating and establishing systems to drive the company vision and to track progress towards those goals, and coaching the team in achieving those goals.

● Potential collaborations.  Help identify potential collaborators/targets for corporate development initiatives.

● Due diligence. Lead the due diligence process for companies that are perceived to be potential partners/targets for corporate development initiatives.

● Negotiation assistance.  Assist or when needed drive negotiation of collaborative, JV or M&A agreements.

● General.  Serve as a thought partner to the CEO on issues relating to business development, including the best avenues for growth, market opportunities, and forecasting data to drive strategy and decisions towards business development. Perform other duties, as assigned, by the CEO.

Operations/Ops Integration

● Execution.  Holds ownership for the operational execution and delivery of results including the development of plans, the reporting of progress against strategic goals.

● Upfront ERP.  Assist with evaluation of potential ERP systems.

● Process definition.  Assist with defining the manufacturing/assembly process for ERP implementation.

● ERP implementation. Help drive and manage ERP implementation.

● General.  Interacts with other senior management to provide consultative support to planning initiatives through financial and management information analyses, reports and recommendations.

IR Function

● Press releases.  Manage IR process for press releases

● Internal IR.  Work with Katie to manage the internal tasks of IR

● External IR.  Work with consultants to manage the external tasks of IR

● Presentation development.  Assist Tom in developing materials for conferences and other presentations

● Material development.  Work to  standardize all external materials

● Messaging.  In partnership with the CEO and CFO will lead the development and presentation of the Company’s value propositions and business partnership opportunities to high profile and valued corporate customers and investors

Human Resources

● HR foundation.  Help Tae where needed to build up a human resources foundation

● BOD.  Help identify potential BOD members

● HR consultant.  Assist with hiring a human resource consultant

● Smart growth.  Help company grow effectively and smartly

Accounting/Financing Function

● Budgets.  Assist with budgeting process

● Proformas.  Assist with proforma financials creation

● Revenue modeling.  Assist with defining effective revenue models

● SEC documents.  Assist where needed on SEC documentation submission

Financing Strategy

● Data generation.  Provide data and analysis on financing options

● Potential investors.  Identify and connect with reputable institutional investors

● Bank selection.  Help identify and select appropriate financial entities/investment banks

Technology/IP Development Strategy

● Tech evaluation.  Assist in developing and managing technology evaluation

● Tech strategy.  Assist in developing and managing technology strategy

● IP strategy.  Assist in the development and execution of the Company’s IP strategy

EX-99.1

Exhibit 99.1

Surna Appoints David Traylor as Chief Business Officer

BOULDER, CO. – Dec 10, 2014 -- Surna Inc. (OTCQB: SRNA), an engineering, manufacturing, and installation company specializing in commercial indoor cannabis cultivation technology, announced today it has appointed David Traylor as Chief Business Officer.

Traylor has more than 25 years of experience sourcing, negotiating and implementing successful transactions and financings for private and public Life Science companies.

Traylor was most recently the Senior Managing Director at Golden Eagle Partners, one of Colorado’s few Life Science advisory firms. Previously, Traylor served as Managing Director for Headwaters MB and spearheaded the firm’s Life Science projects. Traylor brings a valuable skill sets to Surna including 15 years of operational experience and nearly a decade investment banking expertise.

“David’s sophisticated financial and M&A expertise greatly enhances Surna’s ability to grow and expand far ahead of our previous timeframe,” said CEO Tom Bollich. “He will be pivotal to our success, permitting us to aggressively engineer new products and acquire advanced technologies and cannabis-based companies. David is the ideal specialist who will allow us to impact the entire cannabis industry on an even greater scale. His initial responsibilities will include raising growth capital and executing strategies to establish dynamic partnerships and value-added acquisitions.”

Traylor’s career began in the research department at Somatogen, Inc., a company that develops a recombinant blood substitute. His tenure at Somatogen resulted in two U.S. patents for his work with the purification of recombinant hemoglobin. After his years at Somatogen, he worked in program management at Affymetrix, a leading genomics company, and led the development of the world’s first SNP (single nucleotide polymorphism) assay. His array of experience and accomplishments has produced lucrative working relationships throughout the institutional finance community and global pharmaceutical companies.

“Throughout the past year the cannabis industry has become increasingly comparable to the Life Sciences sector,” said Bollich. The similarities between the two industries are numerous and apparent. David should be able to seamlessly integrate his financial and operational experience from biotech and pharmaceuticals into Surna’s growth and operations. This is a tremendous opportunity for David and Surna.”

About Surna, Inc.:

Surna, Inc. (www.surna.com) engineers, manufactures and installs commercial agricultural equipment to indoor cannabis cultivation facilities. Surna acquires scalable operating companies in the cannabis sector and expands them by incorporating its proprietary grow technology and comprehensive support systems.

Surna is headed by technology industrialist and robotics engineer Tom Bollich, co-founder of the highly-publicized gaming Company Zynga. The Company drew national attention when its market valuation quickly surpassed $10 billion.

Surna’s nine-man engineering team sidesteps technological obsolescence by perpetually developing improved indoor cultivation systems. This engineering advantage provides the Company with financial access to the entire cannabis economy. Surna continuously creates highly adaptive technology and software that satisfies the numerous, highly-specific and essential demands of the cannabis industry. Surna’s operations exclude the production or sale of marijuana.

Safe Harbor Statement

This news release contains statements that involve expectations, plans or intentions (such as those relating to future business or financial results, new features or services, or management strategies) and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. Our actual results, such as the Company’s ability to finance, complete and consolidate acquisition of IP, assets and operating companies, could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company such as a result of various factors, including future economic, competitive, regulatory, and market conditions. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

At the Company

Tae Darnell

VP and General Counsel

(303) 993-5271

tae@surna.com