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Outstanding Warrants

12 Months Ended

Dec. 31, 2021

Note 13 – Outstanding Warrants

The following table summarizes information with respect to outstanding warrants to purchase common stock during the years ended December 31, 2021 and 2020:

				Weighted			Weighted
				Average			Average		Aggregate
	Number			Exercise			Remaining Life		Intrinsic
	Outstanding			Price			In Months		Value

Outstanding at December 31, 2019		260,727		$	36.00			9	$	0

Issued		-			-			-		-

Exercised		-			-			-		-

Expired		(210,310	)	$	(34.50	)		-	$	0

Outstanding at December 31, 2020		50,417		$	37.50			6	$	0

Issued		222,719		$	9.59			36		-

Exercised		-			-			-		-

Expired		(50,417	)	$	37.50			-	$	0

Outstanding at December 31, 2021		227,719		$	9.59			33	$	0

CEA Industries Inc.

Notes to Consolidated Financial Statement

The following table summarizes information about warrants outstanding at December 31, 2021.

Schedule of Warrants Outstanding

	Warrants		Weighted Average
Exercise price	Outstanding		Months Outstanding

9.45		192,982		33

10.40		34,737		33
		227,719		33

Warrants Issued to Investment Bank

Pursuant to a certain agreement for services rendered in connection with the conversion of the Series 2 Convertible Notes, during the year ended December 31, 2017, the Company issued to an investment bank or its designees a warrant (“Banker Warrant”) to purchase, at an exercise price $52.50 per share, 3,333 shares of the Company’s common stock. The Banker Warrants were fully vested on the date of issuance, were exercisable beginning December 20, 2017, and expired unexercised on June 20, 2020.

Q1 2017 Warrants

In March 2017, the Company issued 111,875 investment units, for aggregate gross proceeds of $2,685,000, or $24.00 per unit. Each unit consisted of one hundred and fifty shares of the Company’s common stock and one hundred and fifty warrants for the purchase of one share of the Company’s common stock (“Q1 2017 Warrants”); however, one investor declined receipt of the warrant to purchase 3,125 shares of the Company’s common stock. Pursuant to the Q1 2017 Warrants, the holder thereof may at any time on or after six months after the issuance date and on or prior to the close of business on the date that is the third anniversary of the issuance date, purchase up to the number of shares of the Company’s common stock as set forth in the respective warrant. The exercise price per share of the common stock under the Q1 2017 Warrants is $39.00, subject to customary adjustments as provided in the warrant. Each Q1 2017 Warrant was callable at the Company’s option commencing six months from the issuance date, provided the closing price of the Company’s common stock was $63.00 or greater for five consecutive trading days. Commencing at any time after the date on which such call condition was satisfied, the Company had the right, upon 30 days’ notice to the holder, to redeem the warrant shares at a price of $1.50 per warrant share. The holder could have exercised the warrant at any time (in whole or in part) prior to the redemption date at the exercise price. These warrants expired unexercised in March 2020.

Q4 2017 Warrants

In December 2017, the Company issued 98,227 investment units for aggregate proceeds of $1,768,080, or $18.00 per unit. Each unit consisted of one hundred and fifty shares of the Company’s common stock and one hundred and fifty warrants for the purchase of one share of the Company’s common stock (“Q4 2017 Warrants”). The Q4 2017 Warrants had an exercise price of $30.00 per share, subject to customary adjustments as provided in the warrant, and had a term of three years. The Q4 2017 Warrants were callable at the Company’s option, provided the closing price of the Company’s common stock was $54.00 or greater for five consecutive trading days. Commencing at any time after the date on which the call condition is satisfied, the Company had the right, upon notice to the holders, to redeem the shares of common stock underlying each warrant at a price of $1.50 per share, but such redemption could not occur earlier than sixty-one (61) days following the date of the receipt of notice by the holder. The holder could exercise the warrant at any time (in whole or in part) prior to the redemption date at the exercise price. These warrants expired unexercised in December 2020.

CEA Industries Inc.

Notes to Consolidated Financial Statement

Q2 2018 Warrants

In June 2018, the Company completed a private placement offering of investment units, with each unit consisting of one share of the Company’s common stock and one Q2 2018 Warrant. The Q2 2018 Warrants have an exercise price of $37.5 per share of the common stock underlying each warrant, subject to customary adjustments as provided in the warrant. The Q2 2018 Warrants are exercisable commencing July 1, 2018 until June 30, 2021. The Q2 2018 Warrants are callable at the Company’s option, beginning on July 1, 2019 until the expiration thereof on June 30, 2021, provided the closing price of the Company’s common stock is $60.00 (subject to adjustment as provided in the warrant) or greater for five consecutive trading days. Commencing at any time after the date on which the call condition is satisfied, the Company has the right, upon notice to the holders, to redeem the shares of common stock underlying each warrant at a price of $1.50 per share, but such redemption may not occur earlier than sixty-one (61) days following the date of the receipt of notice by the holder. The holder may exercise the warrant (in whole or in part) prior to the redemption date at the exercise price. These warrants expired unexercised in June 2021.

Q3 2021 Warrants

On September 28, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the investor purchased from the Company 3,300 shares of convertible Series B Preferred Stock with a stated value of $1,000 per share, or $3,300,000 of stated value in the aggregate, and a warrant to purchase up to 192,982 shares of common stock of the Company (the “Q3 2021 Warrants”), for an aggregate purchase price of $3,000,000. The warrant is exercisable until September 28, 2024, at an initial exercise price of $9.45, subject to adjustment for stock splits, stock dividends and other typical adjustments and changes in capitalization, including mergers and acquisitions and distribution of rights.

Warrants Issued to Placement Agent

In connection with the sale of the shares of convertible Series B Preferred described above, the Company issued 34,737 warrants to the placement agent and its designees (the “Placement Agent Warrants”). Half of the warrants were issued on September 28, 2021, and the second half were issued on November 3, 2021, and are exercisable until September 28, 2024 and November 3, 2024, respectively. The exercise price per share of the placement agent warrants is $10.40, subject to adjustment for stock splits, stock dividends and other typical adjustments and changes in capitalization, including mergers and acquisitions and distribution of rights.