Current Report Filing (8-k)
October 11 2022 - 09:01AM
Edgar (US Regulatory)
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2022-10-06 2022-10-06 0001482541
CEAD:WarrantsToPurchaseCommonStockMember 2022-10-06 2022-10-06
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 6, 2022
CEA INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
|
Nevada |
|
000-54286 |
|
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
5.07 — Submission of Matters to a Vote of Security
Holders
The
2022 Annual Meeting of Stockholders (the “Annual Meeting”) of CEA
Industries Inc. (the “Company”) was held on October 6, 2022, having
been adjourned from August 29, 2022, to give the Company additional
time to solicit votes to achieve quorum. At the Annual Meeting, the
Company’s stockholders:
|
● |
Elected
five incumbent directors to serve until the next annual meeting of
the Company’s stockholders or until their respective successors
have been duly elected and qualified; and |
|
● |
Ratified
Sadler, Gibb & Associates as the reviewing independent
accountants for the Company for fiscal year 2022. |
The
number of votes cast for, against or withheld and the number of
abstentions and broker non-votes with respect to each Proposal is
set forth below.
|
Proposal 1 |
|
Shares
For
|
|
Shares
Against
|
|
Shares
Withheld
|
|
Broker
Non-Votes
|
| Anthony
K. McDonald |
|
2,460,937 |
|
76,425 |
|
2,002 |
|
1,617,898 |
| James
R. Shipley |
|
2,462,318 |
|
75,118 |
|
1,928 |
|
1,617,898 |
| Nicholas
J. Etten |
|
2,448,347 |
|
86,397 |
|
4,620 |
|
1,617,898 |
| Troy
L. Reisner |
|
2,489,388 |
|
45,204 |
|
4,772 |
|
1,617,898 |
| Marion
Mariathasan |
|
2,483,730 |
|
50,944 |
|
4,690 |
|
1,617,898 |
|
Proposal 2 |
|
Shares
For |
|
Shares
Against
|
|
Shares
Abstaining
|
|
Broker
Non-Votes
|
| Ratification
of the appointment of Sadler, Gibb & Associates, L.L.C. as our
independent registered public accounting firm for the fiscal year
ending December 31, 2022. |
|
4,126,342 |
|
29,315 |
|
1,605 |
|
0 |
|
Proposal 3 |
|
Shares
For |
|
Shares
Against
|
|
Shares
Abstaining
|
|
Broker
Non-Votes
|
| To an
adjournment of the meeting of stockholders |
|
4,072,679 |
|
75,206 |
|
9,377 |
|
0 |
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 11, 2022 |
CEA
INDUSTRIES, INC. |
|
|
|
|
|
|
By |
/s/
Anthony K. McDonald |
|
|
|
Anthony
K. McDonald |
|
|
|
President
and Chief Executive Officer |
CEA Industries (NASDAQ:CEAD)
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