UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Item 1.01 — Entry into Material Agreement
Entry into Acquisition Agreement
CEA Industries Inc. (“Company”) entered into an agreement with Velocity Investments Incorporated (“Velocity”) under which Velocity provided due diligence services and other acquisition advice in connection with the acquisition of Fat Panda Ltd. (“Fat Panda”), a leading Canadian retailer and manufacturer of nicotine vape products. The value of the services was determined to be CAD$700,000, which as agreed was the equivalent of 39,000 shares of Common Stock under the terms of the agreement. The 39,000 shares had a United States market value of $313,950 as of the date of their issuance under the prospectus supplement to the Registration Statement on Form S-3, No. 333-284306.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
| 1.1* | Agreement dated February 7, 2025, including with Velocity Investments Incorporated. | |
| 1.2* | Amendment No 1 to Agreement dated February 7, 2025 | |
| 1.3* | Amendment No 2 to Agreement dated February 7, 2025 | |
| 5.1* | Opinion of Golenbock Eiseman Assor Bell & Peskoe, LLP | |
| 23.1* | Consent of Golenbock Eiseman Assor Bell & Peskoe, LLP, (Included in exhibit 5.1) | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated June 6, 2025
| CEA INDUSTRIES INC. | ||
| By: | /S/ Anthony K. McDonald | |
| Anthony K. McDonald, | ||
| Chief Executive Officer | ||