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Preferred and Common Stock
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Preferred and Common Stock

Note 12 – Preferred and Common Stock

 

Preferred Stock

 

As of December 31, 2021, and December 31, 2020, the Company had 150,000,000 shares of Preferred Stock authorized at a $0.00001 par value.

 

 

CEA Industries Inc.

Notes to Consolidated Financial Statement

 

A further discussed in Note 16 Subsequent Events below, effective January 17, 2022, the Board of Directors approved a reduction in the number of authorized shares of preferred stock from 150,000,000 to 25,000,000 shares of preferred stock.

 

Series A Preferred Stock

 

As of December 31, 2021, and December 31, 2020, the Company has 0 and 42,030,331 shares of Series A Preferred Stock issued and outstanding, respectively.

 

Effective November 4, 2021, the Company redeemed all 42,030,331 shares of Series A Preferred Stock issued and outstanding for the issuance of 2,802 shares of common stock.

 

The $20,595 excess in the fair value of the 2,802 shares of common stock ($21,015) issued over the book value of the 42,030,331 shares of Series A Preferred Stock ($420) redeemed has been accounted for as a deemed dividend to Series A Preferred shareholders.

 

Series B Preferred Stock

 

As of December 31, 2021, and December 31, 2020, the Company has 3,300 and 0 shares of Series B Preferred Stock issued and outstanding, respectively.

 

As further described in Note 9 – Temporary Equity above, on September 28, 2021, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Investor purchased from the Company 3,300 shares of Series B Preferred Stock with a stated value of $1,000 per share, or $3,300,000 of stated value in the aggregate (“Series B Preferred Stock”), and a warrant to purchase up to 192,982 shares of common stock of the Company (“Investor Warrant”), for an aggregate purchase price of $3,000,000 (“Consideration”).

 

Common Stock

 

As of December 31, 2021, and December 31, 2020, the Company was authorized to issue 850,000,000 and 350,000,000 shares of common stock, respectively, with a par value of $0.00001 per share.

 

Effective November 3, 2021, the Company increased the number of authorized shares of common stock from 350,000,000 to 850,000,000.

 

As further discussed in Note 16 – Subsequent Events below, effective January 17, 2022, the Company’s Board of Directors approved a reduction in the number of authorized shares of common stock from 850,000,000 to 200,000,000 shares of common stock.

 

As of December 31, 2021, and December 31, 2020, the Company has 1,600,835 and 1,576,844 shares of common stock issued and outstanding, respectively.

 

During the year ended December 31, 2021, the Company issued shares of its common stock as follows:

 

  ● On April 8, 2021, the Company issued 6,667 shares of common stock, valued at $67,000 as part of a legal settlements as further described in Note 11 – Commitments and Contingencies – Litigation above.
     
  ● On November 4, 2021, the Company issued 2,802 shares of common stock, valued at $21,015 to redeem 42,303,331 shares of Series A Preferred Stock as further described in Note 12 – Preferred and Common Stock – Series A Preferred Stock above.
     
  ● On November 24, 2021, the Company issued 6,803 shares of its common stock, valued at $50,000, to the CEO, pursuant to a new Executive Employment Agreement, under the 2021 Equity Incentive Plan as further described in Note 14 Equity Incentive Plans below.
     
  ● On December 30, 2021, the Company issued 7,719 shares of its common stock, valued at $39,368 in settlement of $67,448 dividends that had accrued on the Series A Preferred Stock. The $28,080 gain on settlement of this related party liability has been recognized in additional paid in capital

 

 

CEA Industries Inc.

Notes to Consolidated Financial Statement

 

Consequently, effective December 31, 2021, 1,600,835 shares of common stock were issued and outstanding.

 

During the year ended December 31, 2020, the Company did not issue any shares of its common stock in a private, non-registered transaction.

 

During the year ended December 31, 2020, the Company issued shares of its common stock under the 2017 Equity Plan as follows:

 

●6,667 shares to an employee in settlement of certain RSUs that vested on December 31, 2019.
   
●3,733 shares pursuant to a special incentive stock bonus approved by the Board for the period ended December 31, 2019.
   
●45,000 shares in settlement of RSUs to a former employee after taking measures to mitigate the Company’s exposure to penalties and liability for the failure to properly withhold income taxes, as further discussed in Note 11 – Commitments and Contingencies, Litigation above.

 

Consequently, effective December 31, 2020, 1,576,844 shares of common stock were issued and outstanding