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Subsequent Events | 12 Months Ended
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Dec. 31, 2021
Subsequent Events [Abstract] |
Subsequent Events | Note 16 – Subsequent Events In accordance with ASC 855, Subsequent Events, the Company has evaluated all subsequent events through the date the financial statements were available to be issued. The following events occurred after December 31, 2021. Directors Remuneration On January 3, 2022, the Company issued 3,125 non-qualified stock options under the 2021 Equity Incentive Plan to each of two existing directors. The options had an exercise price of $4.80, vested immediately and had a term ending at the earlier of five years after the date on which the optionee’s continuous service ends, or the tenth anniversary on which the option was granted. On January 17, 2022, the Company issued an RSU grant of 3,367 shares of common stock 2021 Equity Incentive Plan to each of two new directors, 1,684 shares of common stock vested immediately on grant date and the remaining 1,683 shares of common stock will vest on January 17, 2023, if the recipient remains in service as an independent director. 1,684 shares of common stock were issued to each of the two new directors in settlement of the RSUs that vested immediately. Revised Compensation Plan As further discussed in Part III, Item 11 of this Form 10-K, on January 17, 2022, the Board of Directors revised the previously adopted compensation plan. This plan supersedes the plan adopted on August 20, 2021. The Plan is effective retroactively for the current independent directors and for independent directors elected or appointed after the Effective Date. 3,367 restricted stock units in respect of this plan were issued on January 17, 2022. Cash fees were paid on January 21, 2022. Reverse Stock Split On January 17, 2022, the Company’s Board of Directors approved a reverse stock split at a ratio of one-for-one hundred and fifty. Such reverse stock split was implemented effective January 27, 2022. The par value for the Common Stock was not affected. As a result of this reverse stock split, the number of the Company’s shares of common stock issued and outstanding at December 31, 2021 was reduced from 240,125,244 to 1,600,835. All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented. Change in Authorized Share Capital In connection with the aforementioned reverse stock split, the Company’s Board of Directors approved the reduction of the authorized capital of the Company to 200,000,000 shares of common stock and 25,000,000 shares of preferred stock. CEA Industries Inc. Notes to Consolidated Financial Statement Formation of New Subsidiary On January 26, 2022, Surna Cultivation Technologies LLC was formed as a wholly owned subsidiary of CEA Industries Inc. Uplisting from the OTC market to NASDAQ Effective February 10, 2022, trading of both shares of the Company’s common stock and certain of the Company’s warrants commenced on NASDAQ. Equity Raise On February 10, 2022, the Company signed a firm commitment underwriting agreement for the public offering of shares of common stock and warrants, which closed on February 15, 2022. The Company received net proceeds of approximately $22 million for the sale of 5,811,138 shares of common stock and 6,572,808 warrants, each warrant to purchase one share of common stock for five years, exercisable immediately, at an exercise price of $5.00. The Company also issued to the representative of the underwriters 290,557 warrants, each warrant to purchase one share of common stock at an exercise price of $5.1625, during the period commencing August 9, 2022, and expiring on February 10, 2027. Redemption of Series B Preferred Stock On February 16, 2022, the Company redeemed 1,650 shares of its Series B Preferred Stock for payment of $2.016 million in cash, which included both principal and accrued dividends. Conversion of Series B Preferred Stock On February 16, 2022, the remaining 1,650 shares of the Company’s Series B Preferred Stock were converted into 362,306 shares of common stock and 703,069 warrants; 170,382 of the warrants vested immediately, have an indefinite term and an exercise price of $0.01, the balance of 532,688 warrants also vested immediately, have a term of 5 years and have an exercise price of $5.00. Resignation of Chief Financial Officer Mr. Brian Knaley resigned his position as Chief Financial Officer the Company to take a position with another company. His final day of employment was February 18, 2022. On March 20, 2022, 13,333 unexercised non-qualified stock options were forfeited. Hiring of New Chief Financial Officer On March 11, 2022, Ian K. Patel commenced the position of Chief Financial Officer, Treasurer and Secretary. Pursuant to his employment agreement, 15,000 non-qualified stock options were awarded at an exercise price of $2.20. The options vest over a period of 3 years. Options for New Hires During the period from January 3, 2022 through the date of this report, 6,167 non-qualified stock options were awarded pursuant to the employment agreements for 3 new hires. The exercise prices range from $0.032 to $0.046, and the vesting periods range from immediate to 3 years. Updated Capital Structure As of the date of the issuance of these financial statements, there are 7,784,444 shares of common stock, 0 shares of preferred stock, 7,794,154 warrants, 3,367 unvested restricted stock units, and 223,129 stock options issued and outstanding

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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