Current Report Filing (8-k)
April 11 2023 - 04:01PM
Edgar (US Regulatory)
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2023-04-11 2023-04-11 0001482541
CEAD:WarrantsToPurchaseCommonStockMember 2023-04-11 2023-04-11
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):
April 11, 2023
CEA INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-41266 |
|
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
April 10, 2023, CEA Industries Inc. (the “Company”) received a
letter from the Listing Qualifications Department of the Nasdaq
Stock Market (“Nasdaq”) indicating that, based upon the closing bid
price of the Company’s common stock for the 30 consecutive business
day period between February 24, 2023, through April 6, 2023, the
Company did not meet the minimum bid price of $1.00 per share
required for continued listing on The Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also
indicated that the Company will be provided with a compliance
period of 180 calendar days, or until October 9, 2023 (the
“Compliance Period”), in which to regain compliance pursuant to
Nasdaq Listing Rule 5810(c)(3)(A).
In
order to regain compliance with Nasdaq’s minimum bid price
requirement, the Company’s common stock must maintain a minimum
closing bid price of $1.00 for at least ten consecutive business
days during the Compliance Period. In the event the Company does
not regain compliance by the end of the Compliance Period, the
Company may be eligible for additional time to regain compliance.
To qualify for the additional time, the Company will be required to
meet the continued listing requirement for the market value of its
publicly held shares and all the other listing standards for The
Nasdaq Capital Market and will need to provide written plan to cure
the deficiency during the second compliance period. The Company may
be granted an additional 180 calendar days to regain compliance if
the plan is accepted by Nasdaq. However, if it appears to Nasdaq
that the Company will be unable to cure the deficiency, or if the
Company is not otherwise eligible for the additional cure period,
Nasdaq will provide notice that the Company’s common stock will be
subject to delisting.
The
letter has no immediate impact on the listing of the Company’s
common stock, which will continue to be listed and traded on The
Nasdaq Capital Market, subject to the Company’s compliance with the
other listing requirements of The Nasdaq Capital Market.
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:
April 11, 2023 |
CEA
INDUSTRIES INC. |
|
|
|
|
By |
/s/
Anthony K. McDonald |
|
|
Anthony
K. McDonald |
|
|
President
and Chief Executive Officer |
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