Statement of Ownership (sc 13g)
February 23 2022 - 05:10PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.
)*
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CEA Industries Inc.
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(Name of Issuer)
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Common Stock, par value $0.00001 per
share
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(Title of Class of Securities)
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February 15, 2022
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[
] Rule
13d-1(b)
[x] Rule
13d-1(c)
[
] Rule
13d-1(d)
___________________________________
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting
Persons.
I.R.S. Identification
Nos. of above persons (entities only)
Lind Global Fund II
LP
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2
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a) [
]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place
of Organization.
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
400,000
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6 Shared Voting Power
0
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7 Sole Dispositive
Power
400,000
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8 Shared Dispositive
Power
0
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9
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Aggregate Amount
Beneficially Owned by Each Reporting Person
400,000(1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11
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Percent of Class
Represented by Amount in Row (9)*
5.4%(2)
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12
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Type of Reporting
Person (See Instructions)
PN
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(1)
The reporting person’s ownership consists of (a) 400,000 common
shares and (b) warrants to purchase 400,000 common shares (the
“Warrants”), however, due to the exercise limitations of the
Warrants, the reporting persons’ beneficial ownership of the
Warrants is excluded.
(2)
Each of the Warrants includes a provision limiting the holder’s
ability to exercise the Warrants if such exercise would cause the
holder to beneficially own greater than 4.99% of the Company.
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1
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Names of Reporting
Persons.
I.R.S. Identification
Nos. of above persons (entities only)
Lind Global Partners
II LLC
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2
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a) [
]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place
of Organization.
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
400,000
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6 Shared Voting Power
0
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7 Sole Dispositive
Power
400,000
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8 Shared Dispositive
Power
0
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9
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Aggregate Amount
Beneficially Owned by Each Reporting Person
400,000(1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11
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Percent of Class
Represented by Amount in Row (9)*
5.4%(2)
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12
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Type of Reporting
Person (See Instructions)
OO
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(1) The reporting
persons’ ownership consists of (a) 400,000 common shares and (b)
400,000 Warrants, however, due to the exercise limitations of the
Warrants, the reporting persons’ beneficial ownership of the
Warrants is excluded.
(2) Each of the
Warrants includes a provision limiting the holder’s ability to
exercise the Warrants if such exercise would cause the holder to
beneficially own greater than 4.99% of the Company.
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1
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Names of Reporting
Persons.
I.R.S. Identification
Nos. of above persons (entities only)
Jeff Easton
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2
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a) [
]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place
of Organization.
United States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
400,000
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6 Shared Voting Power
0
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7 Sole Dispositive
Power
400,000
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8 Shared Dispositive
Power
0
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9
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Aggregate Amount
Beneficially Owned by Each Reporting Person
400,000(1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11
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Percent of Class
Represented by Amount in Row (9)*
5.4%(2)
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12
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Type of Reporting
Person (See Instructions)
IN
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(1) The reporting
persons’ ownership consists of (a) 400,000 common shares and (b)
400,000 Warrants, however, due to the exercise limitations of the
Warrants, the reporting persons’ beneficial ownership of the
Warrants is excluded.
(2) Each of the
Warrants includes a provision limiting the holder’s ability to
exercise the Warrants if such exercise would cause the holder to
beneficially own greater than 4.99% of the Company.
Item 1.
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(a)
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Name of Issuer
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CEA Industries
Inc.
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(b)
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Address of Issuer’s
Principal Executive Offices
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385
South Pierce Avenue, Suite C
Louisville, Colorado 80027
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Item 2.
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(a)
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Name of Person
Filing
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This statement is
filed by the following entities and individuals (collectively,
referred to as the “Reporting Persons”):
• Lind Global Fund II LP, a
Delaware limited partnership;
• Lind Global Partners II
LLC, a Delaware limited liability company; and
• Jeff Easton, an
individual and a citizen of the United States of
America.
Lind Global Partners
II LLC, the general partner of Lind Global Fund II LP, may be
deemed to have sole voting and dispositive power with respect to
the shares held by Lind Global Fund II LP.
Jeff Easton, the
managing member of Lind Global Partners II LLC, may be deemed to
have sole voting and dispositive power with respect to the shares
held by Lind Global Fund II LP.
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(b)
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Address of Principal
Business Office or, if none, Residence
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The address of the
principal business office for each of the Reporting Persons
is:
444 Madison Ave, Floor
41
New York, NY
10022
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(c)
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Citizenship
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See Row 4 of cover
page for each Reporting Person.
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(d)
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Title of Class of
Securities
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Common Stock, par
value $0.00001 per share
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(e)
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CUSIP Number
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86887P200
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Item 3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount Beneficially
Owned
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See Row 9 of
cover page for each Reporting Person.
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(b)
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Percent of Class
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See Row 11 of cover
page for each Reporting Person.
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(c)
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Number of shares as to
which such person has:
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(i)
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sole power to vote or
to direct the vote
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See Row 5 of cover page for each Reporting Person.
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(ii)
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shared power to vote
or to direct the vote
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See Row 6 of cover
page for each Reporting Person.
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(iii)
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sole power to dispose
or to direct the disposition of
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See Row 7 of cover page for each Reporting Person.
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(iv)
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shared power to
dispose or to direct the disposition of
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See Row 8 of cover
page for each Reporting Person.
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Item 5. Ownership of Five
Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☐.
Item 6. Ownership of More
than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
Not applicable.
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Item 8. |
Identification and Classification of Members of the Group
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Not Applicable.
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Item 9. |
Notice of Dissolution of Group
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Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Exhibits Exhibit
99.1
Joint Filing Agreement by and among the Reporting
Persons.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 23, 2022
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LIND GLOBAL FUND II LP
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By:
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Lind
Global Partners II LLC
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its
General Partner
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By:
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Name:
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Jeff
Easton
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Title:
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Managing Member
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LIND GLOBAL PARTNERS II LLC
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By:
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Name:
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Jeff
Easton
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Title:
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Managing Member
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JEFF EASTON
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Jeff Easton
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