CEA Industries Announces Pricing of $24 Million Public Offering and Nasdaq Listing
February 10 2022 - 8:54PM
CEA Industries Inc. (NASDAQ: CEAD, CEADW) (the “Company”), a
leader in controlled environment agriculture (CEA) systems
engineering and technologies, today announced the pricing of an
underwritten public offering of 5,811,138 shares of the Company’s
common stock and warrants to purchase up to 5,811,138 shares of the
Company’s common stock at a combined public offering price of $4.13
per share and warrant for aggregate gross proceeds of $24 million
prior to deducting underwriting discounts, commissions, and other
offering expenses. In addition, the Company has granted the
underwriters a 45-day option to purchase up to an additional
871,670 shares of common stock and/or up to 871,670 additional
warrants to cover over-allotments, if any. The warrants will have a
per share exercise price of $5.00, be exercisable immediately, and
expire five years from the date of issuance. The common stock and
warrants can only be purchased together in the offering but will be
issued separately. The offering is expected to close on February
15, 2022, subject to satisfaction of customary closing conditions.
The Company has received approval to list its
common stock and warrants on the Nasdaq Capital Market under the
symbols “CEAD” and “CEADW” respectively, and the common stock and
warrants are expected to begin trading on February 11, 2022.
The Company intends to use the net proceeds for
redemption of 1,650 shares of the Company’s Series B Preferred
Stock, and the remaining proceeds for working capital and other
general corporate purposes.
ThinkEquity is acting as sole book-running manager for the
offering.
The Securities and Exchange Commission ("SEC")
declared effective a registration statement on Form S-1 (File No.
333-261648) relating to these securities on February 10, 2022, and
an additional registration statement on Form S-1 relating to the
offering has been filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, which became automatically
effective upon filing. A final prospectus relating to this offering
will be filed with the SEC. The offering is being made only by
means of a prospectus. Copies of the final prospectus relating to
the offering may be obtained, when available, by contacting
ThinkEquity, 17 State Street, 22nd Floor, New York, NY 10004,
telephone (877) 436-3673, email: prospectus@think-equity.com.
Investors may also obtain these documents at no cost by visiting
the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About CEA Industries Inc.
CEA Industries Inc. (www.ceaindustries.com), is
home to industry leaders in controlled environment agriculture,
with complementary and adjacent companies added to its portfolio
when aligned with the company’s growth initiatives. As the global
environment for indoor cultivation continues to grow, CEA
Industries was formed to embrace companies that support these
ecosystems.
Headquartered in Louisville, Colorado, CEA
Industries knows that growth is a team sport. Through future
partnerships and mergers and acquisitions, both financial and
strategic, CEA Industries will continue its pursuit of companies
that bring accretive value to its customers and investors.
Safe Harbor Statement
This press release contains statements of a
forward-looking nature relating to future events. For example, when
we discuss the timing of the closing of the offering, trading on
Nasdaq, and the expected use of proceeds, we are using
forward-looking statements. These forward-looking statements are
subject to the inherent uncertainties in predicting future results
and conditions. These statements reflect our current beliefs, and a
number of important factors could cause actual results to
differ materially from those expressed in this press release,
including the factors set forth in “Risk Factors” set forth in our
annual and quarterly reports and prospectus filed with the
Securities and Exchange Commission (“SEC”), and subsequent filings
with the SEC. Please refer to our SEC filings for a more detailed
discussion of the risks and uncertainties associated with our
business, including but not limited to the risks and uncertainties
associated with our business prospects and the prospects of our
existing and prospective customers; the inherent uncertainty of
product development; regulatory, legislative and judicial
developments, especially those related to changes in, and the
enforcement of, cannabis laws; increasing competitive pressures in
our industry; and relationships with our customers and suppliers.
Except as required by the federal securities laws, we undertake no
obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise.
The reference to CEA
Industries Inc.’s website has been provided as a
convenience, and the information contained on such website is not
incorporated by reference into this press release.
Jamie EnglishVice President, Marketing
Communicationsjamie.english@surna.com(303) 993-5271
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