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Outstanding Warrants

12 Months Ended

Dec. 31, 2022

Note 13 – Outstanding Warrants

The following table summarizes information with respect to outstanding warrants to purchase common stock during the years ended December 31, 2022 and 2021:

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

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

Granted		222,719			222,719		$	9.59		36			-

Exercised		-			-		$	0.00		-			-

Expired		(50,417	)		(50,417	)	$	37.50		-			-

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

Granted		7,566,435			7,566,435		$	4.89		50	*	$	141,434

Exercised		(170,382	)		(170,382	)	$	0.01		-	*	($	141,434	)

Expired		-			-			-		-			-

Outstanding at December 31, 2022		7,623,772			7,623,772		$	5.14		49			-

*	Includes 170,382 warrants with an indefinite life.

The following table summarizes information about warrants outstanding at December 31, 2022.

Schedule of Warrants Outstanding

		Warrants				Weighted Average
Exercise price		Outstanding		Exercisable		Months Outstanding

	9.45		192,982		192,982		21

	10.40		34,737		34,737		22

	5.00		7,105,496		7,105,496		50

	5.16		290,557		290,557		50

			7,623,772		7,623,772		49

CEA Industries Inc.

Notes to Consolidated Financial Statements

December 31, 2022

(in US Dollars except share numbers)

Q1 2022 Investor Warrants

On February 15, 2022, the Company issued 5,811,138 investment units for aggregate gross proceeds of $24,000,000, or $4.13 per unit. Each unit consisted of one share of the Company’s common stock and one warrant for the purchase of one share of the Company’s common stock. The warrants vested immediately, have a term of 5 years and an exercise price of $5.00.

Q1 2022 Overallotment Warrants

Further on February 15, 2022, in connection with the Company’s issuance of 5,811,138 investment units for aggregate gross proceeds of $24,000,000, or $4.13 per unit as described above, a further 761,670 warrants were issued in connection with the subscription for substantially all of the available 15% overallotment warrants. The warrants were acquired for consideration of $0.01 per warrant, vested immediately, have a term of 5 years and an exercise price of $5.00.

Q1 2022 Underwriter Warrants

Further on February 15, 2022, in connection with the Company’s issuance of 5,811,138 investment units for aggregate gross proceeds of $24,000,000, or $4.13 per unit described above, the Company also issued representatives of the underwriters 290,557 warrants. Each warrant entitles the holder 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.

Q1 2022 Series B Preferred Shares Pre-Funded Conversion Warrants

On February 16, 2022, in connection with the conversion of 1,650 shares of Series B Preferred Stock into 362,306 shares of the Company’s common stock, the Series B Preferred Shareholder was issued 170,382 pre-funded conversion warrants. Each warrant entitled the holder to purchase one share of common stock at an exercise price of $0.01, vested immediately and had an indefinite life.

On June 21, 2022, the holder of all 170,382 pre-funded conversion warrants exercised all of their warrants on a cashless basis and received 169,530 shares of the Company’s common stock as a result of the exercise.

No pre-funded conversion warrants remained outstanding at December 31, 2022.

Q1 2022 Series B Preferred Shares Conversion Warrants

Further on February 16, 2022, in connection with the conversion of 1,650 shares of Series B Preferred Stock into 362,306 shares of the Company’s common stock, the Series B Preferred Shareholder was also issued with 532,688 Series B Preferred shares conversion warrants. Each warrant entitled the holder to purchase one share of common stock at an exercise price of $5.00, vested immediately and had a term of 5 years.

Q3 2021 Warrants Issued to Series B Preferred Stockholder

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 for an aggregate purchase price of $3,000,000. The warrant is exercisable until September 28, 2024, at an 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.

Q3 2021 Warrants Issued to Series B Preferred Placement Agent

In connection with the sale of the shares of convertible Series B Preferred Stock described above, the Company issued 34,737 warrants to the placement agent and its designees. Half of the warrants were issued on September 28, 2021, and the second half were issued on November 3, 2021, and are exercisable commencing February 28, 2022 and May 3, 2022, respectively, until September 28, 2024 and November 3, 2024, respectively. The exercise price per share of the 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.

CEA Industries Inc.

Notes to Consolidated Financial Statements

December 31, 2022

(in US Dollars except share numbers)