As filed with the Commission on February 10, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CEA Industries Inc.
(formerly known as Surna Inc.)
(Exact name of registrant as specified in its charter)
| Nevada | 0700 | 27-3911608 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
385 South Pierce Avenue, Suite C
Louisville, Colorado 80027
(303) 993-5271
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony K. McDonald
Chief Executive Officer
CEA Industries Inc.
385 South Pierce Avenue, Suite C
Louisville,
Colorado 80027
(303) 993-5271
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Andrew Hudders, Esq. Golenbock Eiseman Assor Bell & Peskoe LLP 711 Third Avenue, 17th Floor New York, NY 10017 (212) 907-7300 |
Rob Condon, Esq. Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 (212) 768-6700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-261648
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Non-accelerated filer ☒ | Accelerated filer ☐ | Smaller reporting company ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered(1) | Proposed maximum aggregate offering price (2) | Amount of registration fee(4) | ||||||
| Common Stock, par value $0.00001 per share | $ | 4,600,000 | $ | 426.42 | ||||
| Warrants to purchase shares of Common Stock, par value $0.00001 per share (3) | - | - | ||||||
| Shares of Common Stock, par value $0.00001 per share, underlying the warrants | $ | 5,566,000 | $ | 515.97 | ||||
| Warrants to be issued to the representative of the underwriters (3) | - | - | ||||||
| Shares of Common stock, par value $0.00001 per share, underlying warrants to be issued to the representative of the underwriters | $ | 287,500 | $ | 26.66 | ||||
| Total: | $ | 10,453,500 | $ | 969.05 | ||||
| (1) | The Registrant previously registered securities on a Registration Statement on Form S-1 (File No. 333-261648), filed by the Registrant on December 15, 2021, as amended by Amendment No. 1 filed on January 31, 2022 and Amendment No. 2 filed on February 4, 2022, which was declared effective on February 10, 2022. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, (i) additional warrants and shares of common stock having a proposed maximum aggregate offering price of $4,600,000; (ii) additional shares of common stock having a proposed maximum aggregate offering price of $5,566,000 underlying the warrants; and (iii) additional warrants and shares of common stock having a proposed maximum aggregate offering price of $287,500 underlying warrants to be issued to the representative of the underwriters are all hereby registered. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of any additional shares of common stock and warrants that the underwriters have the right to purchase to cover over-allotments. |
| (3) | No registration fee required pursuant to Rule 457(g). |
| (4) | A registration fee of $7,062.59 was previously paid in connection with the filing of the Registration Statement on Form S-1 (File No. 333-261648). The Registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth in the cover page of this registration statement by wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on February 11, 2022); (ii) it will not revoke such instruction; and (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, CEA Industries Inc., a Nevada corporation (the “Registrant”), is filing this Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-261648), which the Registrant initially filed with the Commission on December 15, 2021, as amended by Amendment No. 1 filed on January 31, 2022 and Amendment No. 2 filed on February 4, 2022 (as amended, the “Prior Registration Statement”), and which the Commission declared effective on February 10, 2022.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by (i) additional warrants and shares of common stock having a proposed maximum aggregate offering price of $4,600,000; (ii) additional shares of common stock having a proposed maximum aggregate offering price of $5,566,000 underlying the warrants; and (iii) additional warrants and shares of common stock having a proposed maximum aggregate offering price of $287,500 underlying warrants to be issued to the representative of the underwriters. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Colorado, on the 10th day of February 2022.
| CEA INDUSTRIES INC. | ||
| By: | /s/ Anthony K. McDonald | |
| Anthony K. McDonald, | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Anthony K. McDonald | Chief Executive Officer and Director | February 10, 2022 | ||
| Anthony K. McDonald | (Principal Executive Officer) | |||
| /s/ Brian Knaley | Chief Financial Officer | February 10, 2022 | ||
| Brian Knaley | (Principal Financial and Accounting Officer) | |||
| * | Director | February 10, 2022 | ||
| James R. Shipley | ||||
| * | Director | February 10, 2022 | ||
| Nicholas J. Etten | ||||
| * | Director | February 10, 2022 | ||
| Marion Mariathasan | ||||
| * | Director | February 10, 2022 | ||
| Troy L. Reisner |
| By | Power of Attorney | |
| By | /s/ Anthony K. McDonald | |
| Anthony K. McDonald | ||
| Attorney-in-Fact | ||
EXHIBIT INDEX
Exhibit 5.1
GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP
711 Third Avenue – 17th Floor
New York, New York 10017
February 10, 2022
CEA Industries Inc.
385 South Pierce Avenue, Suite C
Louisville, Colorado 80027
Ladies and Gentlemen:
We have acted as counsel for CEA Industries Inc., a Nevada corporation (the “Company”), in connection with the registration of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), pursuant to a Registration Statement on Form S-1 (File No. 333-261648) (as amended, the “Initial Registration Statement”), including a related prospectus filed with the Initial Registration Statement (the “Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and a Registration Statement on Form S-1 relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statement”). The 462(b) Registration Statement relates to the registration of (i) up to 1,113,801 additional shares (the “Shares”) of common stock par value $0.00001 per share (the “Common Stock”), (ii) up to 1,113,801 additional warrants (the “Warrants”), each of such securities to include those registered for the overallotment option of the underwriter, and (iii) additional warrants to be sold to the representative of the underwriters to purchase up to 55,690 additional shares of Common Stock, subject to an increase in the number of shares, if any, of the overallotment option of the underwriter is exercised (the “Representative Warrants”) and the Common Stock issuable on exercise of the Representative Warrants.
Each of the Warrants and Representative Warrants are exercisable for a like number of shares of Common Stock. The Shares, Warrants and Representative Warrants are to be sold by the Company to investors pursuant to an underwriting agreement (the “Underwriting Agreement”), dated February 10, 2022, between the Company and ThinkEquity LLC, as representative of the several underwriters named therein and in the related Prospectus. This opinion is being rendered in connection with the filing of the 462(b) Registration Statement with the Commission.
In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Certificate of Incorporation, filed as Exhibit 3.1(a)-(g) to the Initial Registration Statement, as currently in effect, (ii) the Company’s Bylaws, filed as Exhibit 3.2 to the Initial Registration Statement, as currently in effect, (iii) the Registration Statement and related Prospectus, (iv) the Underwriting Agreement, (v) the form of Warrant, (vi) the form of Representative Warrant, and (vii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. We also assume that each of the Underwriting Agreement, Warrant and Representative Warrant are duly executed by each of the parties thereto. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.
Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, (i) we are of the opinion that the Shares when issued and sold as contemplated in the Registration Statement and the related Prospectus, and upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable, (ii) we are of the opinion that the Warrants and Representative Warrants are the binding and enforceable obligations of the Company, and (ii) we are of the opinion that the shares of Common Stock to be issued upon exercise of the Warrants and Representative Warrants, when issued in accordance with the terms of the their governing instruments and upon payment therefore, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporation laws of the New York and the State of Nevada assuming that the corporate law of the State of Nevada is the same as the corporate law of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the related Prospectus which is a part of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Golenbock Eiseman Assor Bell & Peskoe LLP | |
| Golenbock Eiseman Assor Bell & Peskoe LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
CEA Industries Inc.
Louisville, Colorado
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 24, 2020, relating to the December 31, 2019 consolidated financial statements of CEA Industries Inc. (formerly known as Surna, Inc. and subsidiary), which is incorporated by reference in the Registration Statement on Form S-1 (No. 333-26164). Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. The December 31, 2019 consolidated financial statements have been adjusted to reflect a reverse stock split and such adjustments were not audited by us.
We also consent to the reference to us under the caption “Experts” in such Registration Statement.
/s/ ACM LLP
Greeley, Colorado
February 10, 2022
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CEA Industries Inc. (formerly Surna Inc.)
Louisville, CO
We hereby consent to the incorporation by reference in this registration statement on Form S-1 of our report dated March 23, 2021, except for the reverse stock-split retrospectively presented in the financial statements described in Note 16, as to which is dated January 28, 2022, relating to the December 31, 2020 consolidated financial statements of CEA Industries Inc. (formerly Surna Inc.) and subsidiary (which report expresses an unqualified opinion of the consolidated financial statements and an explanatory paragraph referring to the Company’s ability to continue as a going concern), which appears in Form S-1 Amendment no. 1 filed on January 31, 2022.
/s/ Sadler, Gibb & Associates, LLC
Draper, UT
February 10, 2022
Exhibit 107
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered(1) | Proposed maximum aggregate offering price (2) |
Amount
of registration fee(4) |
||||||
| Common Stock, par value $0.00001 per share | $ | 4,600,000 | $ | 426.42 | ||||
| Warrants to purchase shares of Common Stock, par value $0.00001 per share (3) | - | - | ||||||
| Shares of Common Stock, par value $0.00001 per share, underlying the warrants | $ | 5,566,000 | $ | 515.97 | ||||
| Warrants to be issued to the representative of the underwriters (3) | - | - | ||||||
| Shares of Common stock, par value $0.00001 per share, underlying warrants to be issued to the representative of the underwriters | $ | 287,500 | ] | $ | 26.66 | |||
| Total: | $ | 10,453,500 | $ | 969.05 | ||||
| (1) | The Registrant previously registered securities on a Registration Statement on Form S-1 (File No. 333-261648), filed by the Registrant on December 15, 2021, as amended by Amendment No. 1 filed on January 31, 2022 and Amendment No. 2 filed on February 4, 2022, which was declared effective on February 10, 2022. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, (i) additional warrants and shares of common stock having a proposed maximum aggregate offering price of $4,600,000; (ii) additional shares of common stock having a proposed maximum aggregate offering price of $5,566,000 underlying the warrants; and (iii) additional warrants and shares of common stock having a proposed maximum aggregate offering price of $287,500 underlying warrants to be issued to the representative of the underwriters are all hereby registered. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of any additional shares of common stock and warrants that the underwriters have the right to purchase to cover over-allotments. |
| (3) | No registration fee required pursuant to Rule 457(g). |
| (4) | A registration fee of $7,062.59 was previously paid in connection with the filing of the Registration Statement on Form S-1 (File No. 333-261648). The Registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth in the cover page of this registration statement by wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on February 11, 2022); (ii) it will not revoke such instruction; and (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee. |