Current Report Filing (8-k)
November 04 2021 - 6:09AM
Edgar (US Regulatory)
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2021-11-03
2021-11-03
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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):
November
3, 2021
SURNA
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54286
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27-3911608
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1780
55th Street, Suite C
Boulder,
Colorado 80301
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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None
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n/a
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n/a
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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
3.02 — Unregistered Sales of Equity Securities.
The
disclosure under Item 3.03 is incorporated herein by reference to the extent required.
Pursuant
to the right provided to Surna Inc. (the “Company”) to redeem the Series A Preferred Stock, as set forth in the amended Certificate
of Designations for the Series A Preferred Stock, on November 3, 2021, the Board of Directors authorized the issuance an aggregate of
420,303 shares of common stock to redeem all the issued and outstanding shares of Series A Preferred Stock. The common shares to be issued
was issued without legend or other restriction pursuant to Rule 144. The transaction was undertaken pursuant to Section 4(2) of the Securities
Act of 1933, as amended.
Item
3.03 — Material Modification to Rights of Security Holders.
On
November 3, 2021, Surna Inc. filed a certificate of amendment to amend the certificate of incorporation to make the following two changes
therein:
Section
1 of the original Articles of Incorporation, Additional Articles, first paragraph, as previously amended, is hereby further amended in
its entirety to read as follows:
“The
total number of shares of capital stock which may be issued by the corporation is one billion shares (1,000,000,000), of which eight
hundred fifty million (850,000,000) shares shall be Common Stock, $0.00001 par value per share (hereinafter referred to as the “Common
Stock”) and one hundred fifty million (150,000,000) shares shall be Preferred Stock, $0.00001 par value per share (hereinafter
referred to as the “Preferred Stock”).
To
the Certificate of Designations, dated March 26, 2014, there is added a new paragraph as follows;
“11.
Redemption Rights.
The
corporation, at any time while the Series A Preferred Stock is issued and outstanding has the right to effect a mandatory redemption
of any or all of the Series A Preferred Stock by tendering one (1) share of its Common Stock for each one hundred (100) shares of the
issued and outstanding shares of Series A Preferred Stock, to the holder thereof, with or without notice, such number of shares of Common
Stock to be subject to equitable adjustment upon a stock split, stock combination or other action which adjusts the number of issued
and outstanding shares of Common Stock. The corporation will not issue fractional shares of Common Stock, but will round up to the next
whole share of Common Stock based on the aggregate holdings of Series A Preferred Stock of a stockholder being redeemed. Upon the tender
of the shares of Common Stock for redemption, the Series A Preferred Stock will cease to be issued and outstanding shares of Series A
Preferred Stock with no further action by the holder of the Series A Preferred Stock, and the redeemed shares of Series A Preferred Stock
will be returned to the status of unissued but authorized shares of Series A Preferred Stock. The holder of the Series A Preferred Stock
need not surrender its evidence of ownership thereof in order to be entitled to the Common Stock issued upon redemption, but upon redemption,
the Series A Preferred Stock immediately cease to have any right or privileges.”
Item
9.01 — Financial Statements and Exhibits.
(d)
Exhibits
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:
November 4, 2021
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SURNA
INC.
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By
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/s/
Anthony K. McDonald
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Anthony
K. McDonald
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President
and Chief Executive Officer
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