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Preferred and Common Stock
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Preferred and Common Stock

Note 11 – Preferred and Common Stock

 

Preferred Stock

 

Authorized Preferred Stock

 

As of December 31, 2023, and December 31, 2022, the Company was authorized to issue 25,000,000 shares of preferred stock, with a par value of $0.00001 per share.

 

No shares of preferred stock were issued or outstanding as of December 31, 2023 and December 31, 2022.

 

Series B Preferred Stock

 

As further described in Note 8 – Temporary Equity above, as of December 31, 2021, 3,300 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) were issued and outstanding and recognized in the financial statements at their redemption value of $3,960,000.

 

On February 16, 2022, the Company redeemed 1,650 shares of its Series B Preferred Stock for payment of $2,015,984 in cash, which included both principal of $1,980,000 and accrued dividends of approximately $35,984.

 

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, had an indefinite term and an exercise price of $0.01 (“pre-funded conversion warrants”), the balance of 532,688 warrants also vested immediately, have a term of 5 years and have an exercise price of $5.00.

 

Consequently, as of December 31, 2023 and December 31, 2022, no shares of Series B Preferred Stock were issued and outstanding.

 

 

CEA Industries Inc.

Notes to Consolidated Financial Statements

December 31, 2023

(in US Dollars except share numbers)

 

Common Stock

 

Authorized Common Stock

 

As of December 31, 2023, and December 31, 2022, the Company was authorized to issue 200,000,000 shares of common stock with a par value of $0.00001 per share.

  

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.

 

Reverse 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 as of December 31, 2021, was reduced from 240,125,224 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.

 

Issued Common Stock

 

As of December 31, 2023, and December 31, 2022, the Company had 8,076,372 and 7,953,974 shares of common stock issued and outstanding, respectively.

 

During the year ended December 31, 2023, the Company issued shares of its common stock as follows:

 

  ● On January 3, 2023, the Company issued 119,032 shares of common stock in settlement of restricted stock units issued to directors pursuant to the director compensation plan.
     
  ● Effective January 17, 2023, the Company issued 3,366 shares of common stock in settlement of restricted stock units that vested to two independent directors.

  

Consequently, effective December 31, 2023, 8,076,372 shares of common stock were issued and outstanding.

 

During the year ended December 31, 2022, the Company issued shares of its common stock as follows:

 

  ● On January 17, 2022, the Company issued 3,367 shares of common stock in settlement of restricted stock units issued to newly appointed directors.
     
  ● Effective January 27, 2022, the Company issued 6,798 shares of common stock to round up partial shares resulting from the reverse share split described above
     
  ● On February 15, 2022, the Company issued 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, for net proceeds of approximately $22 million.
     
  ●

On February 16, 2022, the Company issued 362,306 shares of common stock and 703,069 warrants; 170,382 of the warrants vested immediately, had an indefinite term and an exercise price of $0.01 (“pre-funded conversion warrants”), the balance of 532,688 warrants also vested immediately, have a term of 5 years and have an exercise price of $5.00, on conversion of 1,650 shares of the Company’s Series B Preferred Stock.

     
  ● On June 21, 2022, the Company issued 169,530 shares of common stock on the cashless exercise of 170,382 pre-funded conversion warrants.

 

 

CEA Industries Inc.

Notes to Consolidated Financial Statements

December 31, 2023

(in US Dollars except share numbers)

 

Consequently, effective December 31, 2022, 7,953,974 shares of common stock were issued and outstanding.

 

As further discussed in Note 15. Subsequent Events below:

 

Effective January 2, 2024, the Company issued 136,365 shares of common stock in settlement of restricted stock units issued to three directors that vested immediately.

 

Consequently, as of the date of the issuance of these financial statements 8,212,737 shares of our common stock are issued and outstanding.