CEA Industries Inc. Filing Amendment

Ticker: BNCWW · Form: SC 13D/A · Filed: Aug 19, 2024 · CIK: 1482541

Cea Industries Inc. SC 13D/A Filing Summary
FieldDetail
CompanyCea Industries Inc. (BNCWW)
Form TypeSC 13D/A
Filed DateAug 19, 2024
Risk Levellow
Pages6
Reading Time7 min
Key Dollar Amounts$0.0001, $333,674, $12.5 million
Sentimentneutral

Sentiment: neutral

Topics: amendment, filing-correction, schedule-13d

Related Tickers: CEA

TL;DR

CEA Industries Inc. filing amended again to fix a mistake. Tunick is the filer.

AI Summary

Brian Tunick filed an amendment (No. 2) to Schedule 13D for CEA Industries Inc. on August 19, 2024, to correct an item from a previous amendment dated July 29, 2024. Tunick's contact information and address in Jacksonville Beach, FL, are provided. CEA Industries Inc. was formerly known as Surna Inc., with a name change on January 28, 2010.

Why It Matters

This filing indicates a correction to a previous disclosure, suggesting ongoing adjustments in reporting by significant shareholders of CEA Industries Inc.

Risk Assessment

Risk Level: low — The filing is an amendment to correct a previous filing, not indicating new material events or significant changes in holdings.

Key Players & Entities

  • Brian Tunick (person) — Filing person
  • CEA Industries Inc. (company) — Subject company
  • Surna Inc. (company) — Former company name
  • August 19, 2024 (date) — Filing date of amendment
  • July 29, 2024 (date) — Date of previous amendment

FAQ

What specific item was corrected in this amendment?

The filing states that this second amendment is being filed to correct an item in the first amendment dated July 29, 2024, but does not specify the exact correction within the provided text.

Who is the primary filer for this Schedule 13D amendment?

Brian Tunick is the filing person, as indicated by his name and contact information provided in the filing.

What was CEA Industries Inc. previously known as?

CEA Industries Inc. was formerly known as Surna Inc.

When did the company formerly known as Surna Inc. change its name?

The date of the name change from Surna Inc. to CEA Industries Inc. was January 28, 2010.

What is the CUSIP number for CEA Industries Inc. common stock?

The CUSIP number for CEA Industries Inc. common stock is 86887P101.

Filing Stats: 1,691 words · 7 min read · ~6 pages · Grade level 11.5 · Accepted 2024-08-19 16:03:34

Key Financial Figures

  • $0.0001 — relates are the shares of common stock, $0.0001 par value (the “Common Stock&rdqu
  • $333,674 — f funds used to purchase the shares was $333,674. ITEM 4. PURPOSE OF TRANSACTION. The
  • $12.5 million — is concerned that the cash reserves of $12.5 million will not be returned to shareholders in

Filing Documents

Security and Issuer

Item 1. Security and Issuer The class of equity securities to which this Statement on Schedule 13D (“Schedule 13D”) relates are the shares of common stock, $0.0001 par value (the “Common Stock”) of CEA Industries Inc., a Nevada corporation (the “Issuer”). The principal executive office of the Issuer is 385 S. Pierce Ave, Suite C, Louisville, CO.

Identity and Background

Item 2. Identity and Background . (a) This Schedule 13D is being filed by Brian Tunick (the “Reporting Person”). (b) The Reporting Person’s address is 1551 1 st Street South, Jacksonville, Florida 32250 (c) The Reporting Person is self-employed and conducts business at 1551 1 st Street South, Jacksonville, Florida 32250. The Reporting Person is not affiliated with any corporation or other organization. (d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither of the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America.

Source and Amount of Funds or

Item 3. Source and Amount of Funds or other consideration. The securities were acquired by the Reporting Person using personal funds. The amount of funds used to purchase the shares was $333,674.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person purchased the shares of Common Stock based on the Reporting Person’s belief that the shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Person is concerned that the cash reserves of $12.5 million will not be returned to shareholders in a timely nature and that a potential delisting of the company's shares will further impede its options to deliver on its fiduciary responsibilities to shareholders. As of its most recent proxy filing, the Issuer's executive management team and board of directors owned just 3% of outstanding shares. On August 14, 2023, the Issuer announced it had hired Roth Capital to help review strategic alternatives, but has provided no update or progress on its strategic plans to deliver shareholder value. The cash of the Issuer listed on the Issuer’s balance sheet continues to shrink. The Reporting Person believes it would be in the best interest of Shareholders if Issuer were to dividend out all or a majority of its cash on hand. Except as set forth herein or such as would occur upon or in connection with completion of, or following any of the actions discussed herein, the Reporting Person has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging

INTERESTS IN SECURITIES OF THE ISSUER

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) As of July 29,2024, the Reporting Person beneficially owned 21,085 shares of the Issuer’s Common Stock, representing approximately 3.1% of the shares of the Issuer’s Common Stock issued and outstanding as of that date. The percentage is based on 673,031 reverse split adjusted shares issued and outstanding of the Issuer as of December 31,2023. The Reporting Persons do not own any of the publicly traded warrants. (b) The Reporting Person has the sole power to vote and to dispose of all 21,085 shares of Common Stock. This amended Schedule 13D is being filed to report that, due to sales of the shares of Common stock, the Reporting Person’s ownership of the Common Stock has fallen below the five percent require reporting level as of the date of this filing. This amended Schedule 13D is an exit filing for this Reporting Person. The sales were made in one brokerage account of the Reporting Person from time to time, in public market transactions on Nasdaq. (c) During the last sixty days the Reporting Person has effected transactions in the Common Stock of the Issuer as set forth in Exhibit 99.1 of this amended Schedule 13D. (d) N/A (e) The Reporting Person was no longer the beneficial owner of more than five percent of the Common Stock on July 29,2024.

CONTRACTS, ARRANGEMENTS

ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. Description 99.1 Transactions of the Reporting Person effected in the last sixty days. 4 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. /s/ Brian Tunick Brian Tunick Dated: August 19, 2024 5

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