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Outstanding Warrants

12 Months Ended

Dec. 31, 2024

Note 11 – Outstanding Warrants

The following table summarizes information with respect to outstanding warrants to purchase common stock during the years ended December 31, 2024 and 2023:

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

Outstanding at December 31, 2022		635,314			635,314		$	61.72		49		-

Granted		-			-			-		-		-

Exercised		-			-			-		-		-

Expired		-			-			-		-		-

Outstanding at December 31, 2023		635,314			635,314		$	61.72		37		-

Granted		-			-			-		-		-

Exercised		-			-			-		-		-

Expired		(18,976	)		(18,976	)	$	115.13		-		-

Outstanding at December 31, 2024		616,338			616,338		$	60.08		26		-

The following table summarizes information about warrants outstanding at December 31, 2024.

Schedule of Warrants Outstanding

		Warrants				Weighted Average
Exercise price		Outstanding		Exercisable		Months Outstanding

$	60.00		592,125		592,125		26

$	61.95		24,213		24,213		26

			616,338		616,338		26

Q1 2022 Investor Warrants

On February 15, 2022, the Company issued 484,262 investment units for aggregate gross proceeds of $24,000,000, or $49.56 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 $60.00.

Q1 2022 Overallotment Warrants

Further on February 15, 2022, in connection with the Company’s issuance of 484,262 investment units for aggregate gross proceeds of $24,000,000, or $49.56 per unit as described above, a further 63,473 warrants were issued in connection with the subscription for substantially all of the available 15% overallotment warrants. The warrants were acquired for consideration of $0.12 per warrant, vested immediately, have a term of 5 years and an exercise price of $60.00.

CEA Industries Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(in US Dollars except share numbers)

Q1 2022 Underwriter Warrants

Further on February 15, 2022, in connection with the Company’s issuance of 484,262 investment units for aggregate gross proceeds of $24,000,000, or $49.56 per unit described above, the Company also issued representatives of the underwriters 24,213 warrants. Each warrant entitles the holder to purchase one share of common stock at an exercise price of $61.95, during the period commencing August 9, 2022, and expiring on February 10, 2027.

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 30,193 shares of the Company’s common stock, the Series B Preferred Shareholder was also issued with 44,391 Series B Preferred shares conversion warrants. Each warrant entitled the holder to purchase one share of common stock at an exercise price of $60.00, 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 16,082 shares of common stock of the Company for an aggregate purchase price of $3,000,000. The warrant was exercisable until September 28, 2024, at an exercise price of $113.40, subject to adjustment for stock splits, stock dividends and other typical adjustments and changes in capitalization, including mergers and acquisitions and distribution of rights.

These warrants expired, unexercised on September 29, 2024.

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 2,894 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 $124.80, subject to adjustment for stock splits, stock dividends and other typical adjustments and changes in capitalization, including mergers and acquisitions and distribution of rights.

These warrants expired, unexercised, 1,447 on September 28, 2024 and the balance of 1,447 on November 3, 2024.