CEA Industries Inc. Files Proxy Statement

TL;DR

CEA Industries (CEA) filed its proxy statement - standard shareholder info.

AI Summary

CEA Industries Inc. filed a Definitive Additional Materials proxy statement on December 9, 2024. This filing relates to the company's proxy statement under Section 14(a) of the Securities Exchange Act of 1934. The company, formerly known as Surna Inc., is incorporated in Nevada and headquartered in Boulder, Colorado.

Why It Matters

This filing is a routine regulatory disclosure required for public companies, providing shareholders with information related to corporate governance and voting matters.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement, indicating routine corporate activity rather than a specific high-risk event.

Key Players & Entities

• CEA Industries Inc. (company) — Registrant
• Surna Inc. (company) — Former company name
• 0001482541 (company) — Central Index Key
• NV (company) — State of Incorporation
• Boulder, CO (company) — Business Address City/State

FAQ

Filing Documents

• formdefa14a.htm (DEFA14A) — 58KB
• formdefa14a_001.jpg (GRAPHIC) — 9KB
• 0001493152-24-049243.txt ( ) — 71KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Exchange Act of 1934 Amendment No. 1 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12a CEA Industries Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: CEA Industries Inc. Negotiating to Acquire a Leading Specialty Retailer Louisville, Colorado, December 3, 2024 – CEA Industries Inc. (NASDAQ: CEAD, CEADW) (“CEA Industries” or the “Company”), today announced that it is under a non-binding Letter of Intent (“LOI”)”) to acquire a leading specialty retailer and manufacturer (the “Target”), which would be paid for with a combination of cash, CEA Industries common shares, and debt. “This proposed transaction offers an exciting opportunity for our shareholders to benefit from a growing and profitable business operating in a high-demand industry,” said Tony McDonald, Chairman and CEO of CEA Industries. “The Target has a demonstrated track record of double-digit revenue growth, consistent profitability, and positive cash flow. Building on the Target’s solid foundation in a fragmented industry, we plan to utilize our strong balance sheet to scale an even larger specialty retail footprint and drive further growth and enhanced levels of profitability. We are excited about the opportunities this acquisition brings to deliver long-term value to our shareholders.” The Target has more than 30 retail locations over a broad geography, with a deep portfolio of trademarks and intellectual property. The Company intends to utilize its strong balance sheet to further expand the Target’s retail footprint through the acquisition of additional stores as well as opening de novo stores, enabling broader market reach and customer accessibility. Additionally, CEA Industries plans to grow the Target’s manufacturing business that supplies house brand and white-label products to other retailers. These strategic initiatives will enable the Company to build on the target’s solid foundation, accelerate growth, and enhance profitability and operational excellence. The Company expects to sign a definitive agreement to acquire the Target before year end, with a closing of the transaction targeted for the first quarter of 2025, pending customary closing conditions. Mr. McDonald added “we look forward to sharing more about this very exciting development in the near future.” Acquisition Disclaimers Signing the definitive documentation for the acquisition is subject to the continued evaluation of the Target, including: - Continued business, financial and legal due diligence and regulatory review and compliance; - The preparation of audited financial statements of the Target prior to signing; - Negotiating the definitive acquisition documentation, including indemnification and hold back terms; and - Negotiating various ancillary agreements such as employment agreements with key operating persons and vendor and other financing arrangements. The completion of the acquisition, after signing the acquisition and ancillary agreements, will be subject to various closing conditions precedent, which may be modified or waived, as relevant, by mutual agreement of the parties or one of the parties, including: - Completion of all required due diligence and final assessment of the Target and its operations; - Delivery and review of the audited financial statements; - Obtaining landlord consents and estoppel agreements and all other third party consents; - Obtaining governm

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View this DEFA14A filing on SEC EDGAR