Feed to the latest filings at the SEC
Date Filed : Sep 22, 2022
Asfiled with the Commission on September 22, 2022
SECURITIESAND EXCHANGE COMMISSION
THESECURITIES ACT OF 1933
(formerlyknown as Surna Inc.)
(Exactname of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
385South Pierce Avenue, Suite C
(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name,address, including zip code, and telephone number, including area code, of agent for service)
Bell& Peskoe LLP
711Third Avenue, 17th Floor
NewYork, NY 10017
Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box: ☒
Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐
Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicateby check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Theinformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor doesit seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subjectto Completion, Dated September 22, 2022
6,863,365Shares of Common Stock Issuable Upon the Exerciseof Warrants
Thisprospectus relates to 6,572,808 shares of common stock issuable upon the exercise of warrants issued to investors in our public offering(the “Public Warrants”) and 290,557 shares of common stock issuable upon exercise of warrants issued to the representativesof the underwriters (the “Underwriter Warrants”) on February 10, 2022. Together the Public Warrants and the Underwriter Warrantsare sometimes herein collectively referred to as the “Warrants”).
Ourcommon stock is traded on Nasdaq Capital Market under the symbol “CEAD.” On September 21, 2022, the last reportedsales price of the common stock was $1.13 per share. The Public Warrants trade on the Nasdaq Capital Market under the symbol “CEADW.”On September 21, 2022, the last reported sales price of the Public Warrants was $0.135 per warrant. The Underwriter Warrantsare not listed for trading on any exchange.
Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus and the riskfactors in the documents incorporated by reference in this prospectus to read about factors you should consider before deciding to investin our securities.
Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Thedate of this prospectus is September 22, 2022
Youshould rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectusand any applicable prospectus supplement. We have not authorized anyone to provide you with different information. No offer or sale ofthese securities is being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the informationin this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date otherthan the date of the applicable document. Since the respective dates of this prospectus and the documents incorporated by reference intothis prospectus, the Company’s business, financial condition, results of operations and prospects may have changed.
Thissummary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This summary does not containall of the information that you should consider before investing in either the common stock or Public Warrants of the Company. For amore complete understanding of us and this offering, you should read and carefully consider the entire prospectus and the documents incorporatedby reference herein, including the more detailed information set forth under “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements andthe related notes included in our 2021 Form 10-K and our 2022 Form 10-Q for the quarter ended June 30, 2022, which are incorporated byreference herein. Unless otherwise indicated in this prospectus, the “Company”, “we”, “us” or “our”refer to CEA Industries Inc. (formerly known as Surna Inc.) and, where appropriate, its wholly-owned subsidiary.
TheCompany is an industry leader in CEA (“Controlled Environment Agriculture”) facility design, technologies, and services.The CEA industry is one of the fastest-growing sectors of the United States’ economy and is defined by type of facility. The CEAindustry is composed of any horticultural facility that is fully self-contained and has a controlled environment. Three facility typesmeet these criteria:
●Indoor facilities – environmentally sealed facilities for growing crops and that require artificial lighting.
●Vertical farms –cultivation facilities oriented vertically to minimize ground square footage.
●Greenhouses – facilities that are made of translucent materials to use natural sunlight on the crops.
Cropsgrown in CEA facilities include: leafy greens (kale, Swiss chard, mustard, cress), microgreens (leafy greens harvested at the first trueleaf stage), ethnic vegetables, ornamentals and small fruits (such as strawberries, blackberries and raspberries), bell peppers, cucumbers,tomatoes, cannabis and hemp. Historically, we have primarily served customers growing cannabis in indoor facilities and we are currentlypursuing our strategy to broaden our reach to serve other indoor farming facilities, including vertical farms.
Weprovide full-service licensed architectural and mechanical, electrical, and plumbing (“MEP”) engineering services, carefullycurated heating, ventilation and air conditioning (“HVACD”) equipment, proprietary controls systems, air sanitation, lighting,and benching and racking products. Our team (including both internal employees and outside partnerships) of project managers, licensedprofessional architects and engineers, technology and horticulture specialists and systems integrations experts help our customers byprecisely designing for their unique applications. Through our partnership with a certified service contractor network, we provide maintenanceservices to assist in a smooth build-out and ensure optimal facility performance.
Weleverage our industry-leading experience to bring value-added solutions to our customers that help improve their overall crop qualityand yield, optimize energy and water efficiency, and satisfy evolving state and local construction code, permitting and regulatory requirements.Our revenue stream derives primarily from supplying our products, services and technologies to commercial indoor facilities ranging fromseveral thousand to more than 100,000 square feet.
CEAfacility operators face multiple headwinds from high energy costs, water usage and waste materials, and, in the case of cannabis growing,increasingly rigorous quality standards and declining cannabis prices. To be competitive, among other things, our customers must developinnovative ways to meet the demands of their business and reduce energy costs, 90% of which are typically related to their HVACD (50%)and lighting systems (40%). HVACD systems have historically been and continue to be our primary area of expertise and energy efficiencyis high on our list of considerations when engineering environmental control systems.
Weoften have the advantage of early engagement with our customers at the pre-build and construction phases and the corresponding opportunityto build longer-term relationships with our existing customers. During 2021, we added architectural services to our offerings in an attemptto engage with the customer at an even earlier stage. Going forward, we plan to leverage our existing customer relationships by introducingthem to our expanded design services along with our expanded product offerings. We believe these efforts will generate incremental revenueand make us “stickier” to our customers.
Wehave three core assets that we believe are important to our going-forward business strategy and that will contribute to our future growth.First, we have a well-known brand name in the industry along with multi-year relationships with customers and others developed over ourfifteen years of service to the industry. This length of service and broad network of industry contacts will benefit not only our organicgrowth initiatives, but also provide us with unique insight into other industry providers who may be appropriate for acquisition or jointefforts. Second, we have specialized engineering know-how and experience gathered from designing environmental control systems for over200 commercial CEA cultivation facilities. Third, we have an expanding line of proprietary and curated environmental control systemsand other core technology components needed to build a CEA facility.
Impactof the COVID-19 Pandemic on Our Business
TheCOVID-19 pandemic has prompted national, regional, and local governments, including those in the markets that the Company operates in,to implement preventative or protective measures to control its spread. As a result, there have been disruptions in business operationsaround the world, with an impact on our business.
Inresponse to the COVID-19 pandemic and the associated government and business response, the Company took and continues to take measuresto adjust its operations as necessary. In early 2020 the Company responded to reduced orders by reducing expenses in an effort to preservecash. As 2020 progressed and our sales rebounded, and we were able to obtain additional funds through a forgivable bank loan, we restoredour workforce and increased our operations. Many of these expense reductions were reversed by the end of 2021 when orders picked up andthe overall business climate improved. Because the pandemic continues in different parts of the world and in different ways in the UnitedStates, the Company continues to actively monitor its operations.
Weare experiencing unexpected and uncontrollable delays with our international supply of products and shipments from vendors due to a significantincrease in shipments to U.S. ports, compounded by a reduction in cargo being shipped by air, a general shortage of containers, and ashortage of domestic truck driver availability. While these delays have moderately improved in recent months, we, along with many otherimporters of goods across all industries, continue to experience severe congestion and extensive wait times for carriers at ports acrossthe United States. In addition, restrictions imposed by local, state and federal agencies due to the COVID-19 pandemic have led to reducedpersonnel of importers, government staff and others in our supply chain. We have been working diligently with our network of freightpartners and suppliers to expedite delivery dates and provide solutions to reduce further impact and delays. However, we are unable todetermine the full impact of these delays and how long they will continue as they are out of our control.
Whilethe Company is continuing to navigate the financial, operational, and personnel challenges presented by the COVID-19 pandemic, the fullextent of the impact of COVID-19 on our operational and financial performance will depend on future developments, including the durationand spread of the pandemic, the potential uncertainty related to (and proliferation of) new strains, and related actions taken by federal,state, local and international government officials, to prevent and manage the spread of COVID-19. All of these efforts are uncertain,out of our control, and cannot be predicted at this time.
Impactof Ukrainian Conflict
Currently,we believe that the conflict between Ukraine and Russia does not have any direct impact on our operations, financial condition or financialreporting. We believe the conflict will have only a general impact on our operations in the same manner as it is having a general impacton all businesses that have their operations limited to North America resulting from international sanction and embargo regulations,possible shortages of goods and goods incorporating parts that may be supplied from the Ukraine or Russia, supply chain challenges, andthe international and US domestic inflationary results of the conflict and government spending for and funding of our country’sresponse. As our operations are related only to the North American controlled agricultural industry, largely within the cannabis space,we do not believe we will be targeted for cyber-attacks. We have no operations in the countries directly involved in the conflict orare specifically impacted by any of the sanctions and embargoes, as we principally operate in the United States and Canada. We do notbelieve that the conflict will have any impact on our internal control over financial reporting. Other than general securities markettrends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to theUkrainian conflict.
Ourexecutive offices are located at 385 South Pierce Avenue, Suite C, Louisville, Colorado 80027. Our telephone number is (303) 993-5271.Our website address is www. ceaindustries.com. The information on our website is deemed not to be incorporated in this prospectus orto be part of this prospectus.
6,863,365 shares of common stock.
14,817,339 shares of common stock.
Ourshares of common stock outstanding after this offering is based on 7,953,974 shares currently outstanding and share data:
●excludes 254,020 shares of common stock issuable upon the exercise of outstanding exercisable options at a weighted exercise price of$9.06 per share;
●excludes 3,367 shares of common stock issuable upon vesting of Restricted Stock Units;
●excludes 7,623,772 shares of common stock issuable upon the exercise of outstanding warrants at a weighted exercise price of $5.14 pershare; and
●excludes 568,751 shares of common stock reserved for future issuance pursuant to our 2017 Equity Incentive Plan and 2021 Equity IncentivePlan.
CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS
Thisprospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regardingfuture events or future results and therefore are, or may be deemed to be, “forward-looking statements.” All statements otherthan statements of historical facts contained in this prospectus may be forward-looking statements. These forward-looking statementscan generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,”“continues,” “anticipates,” “expects,” “seeks,” “projects,” “intends,”“plans,” “may,” “will,” “would” or “should” or, in each case, their negativeor other variations or comparable terminology. They appear in a number of places throughout this prospectus, and include statements regardingour intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity,prospects, growth, strategies, future acquisitions and the industry in which we operate.
Theseforward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause ouractual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results,as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-lookingstatements. These forward-looking statements are based on assumptions regarding our present and future business strategies and the environmentin which we operate. Important factors that could cause those differences include, but are not limited to:
Thesefactors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus.
Althoughwe base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-lookingstatements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, andindustry developments may differ materially from statements made in or suggested by the forward-looking statements contained in thisprospectus. The matters summarized under “Prospectus Summary,” “Risk Factors,” “Management’s Discussionand Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus could causeour actual results to differ significantly from those contained in our forward-looking statements. In addition, even if our results ofoperations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements containedin this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.
Inlight of these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-lookingstatement that we make in this prospectus speaks only as of the date of such statement, and we undertake no obligation to update anyforward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events ordevelopments, except as required by applicable law. Comparisons of results for current and any prior periods are not intended to expressany future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historicaldata.
Youshould carefully consider the risks described below, as well as the risks and uncertainties set forth under the heading “Risk Factors”in our 2021 Form 10-K, which is incorporated by reference in this prospectus, together with the financial and other information containedin this prospectus, before you decide to purchase shares of our common stock. If any of the following risks actually occur, or if anyadditional risks not presently known to us or that we have currently deemed immaterial occur, our business, financial condition, resultsof operations, cash flows and prospects could be materially and adversely affected. In such an event, the trading price of our commonstock could decline and you could lose all or part of your investment in our common stock.
RisksRelated to Our Common Stock
Ourcommon stock price may be volatile and may decrease substantially.
Thetrading price of our common stock in the public securities markets has fluctuated substantially, and we expect that it will continueto do so. The price of our common stock in the public market on any particular day depends on many factors including, but not limitedto, the following:
Inthe past, following periods of volatility in the market price of a company’s securities, securities class action litigation hasoften been brought against that company. Due to the potential volatility of our stock price, we may therefore be the target of securitieslitigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resourcesfrom our business.
Inaddition, if the market for investment securities in our industry, or the stock market in general, experiences a loss of investor confidence,the market price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations.If any of the foregoing occurs, it could cause the public market price of our common stock to fall and may expose us to lawsuits that,even if unsuccessful, could be costly to defend and a distraction to our Board of Directors and management.
OurBoard of Directors is authorized to reclassify any unissued shares of our preferred stock into one or more classes, which could conveyspecial rights and privileges to its owners.
Ourarticles of incorporation permit our Board of Directors to reclassify any authorized but unissued shares of preferred stock into oneor more classes. Our Board of Directors will generally have broad discretion over the size and timing of any such classification, subjectto a finding that the classification and issuance of preferred stock is in our best interests. In the event our Board of Directors optsto classify a portion of our unissued shares of preferred stock into a class of preferred stock, those preferred shares would have apreference over our common stock with respect to dividends and liquidation. The cost of any classification would be borne by our existingcommon stockholders. The class voting rights of any preferred shares we may issue could make it more difficult for us to take some actionsthat may, in the future, be proposed by the Board of Directors and/or the holders of our common stock, such as a merger, exchange ofsecurities, liquidation, or alteration of the rights of a class of our securities, if these actions were perceived by the holders ofpreferred shares as not in their best interests. These effects, among others, could have an adverse effect on your investment in ourcommon stock.
Rule144 and registration rights contain risks for shareholders.
Fromtime to time, we issue shares of common stock on an unregistered basis, which may become eligible for resale under SEC Rule 144, promulgatedunder the Securities Act, or we may be required under a registration rights agreement to register with the SEC the securities for resale.In the event there are securities outstanding that can be sold under Rule 144 or under a registration statement for resale, there maybe market pressure on our common stock to absorb the securities available for sale, with the consequence that market value of a shareof common stock in the public market at that time may be depressed.
Wehave a substantial number of options and warrants outstanding, which if exercised for shares of common stock may put pressure on themarket price of a share.
Wehave sold to public and private investors a substantial number of warrants to purchase common stock from time to time over the next severalyears. In addition, we have a substantial number of options and warrants outstanding held by investment bankers who provided us withunderwriting and placement services that were issued warrants and employees that were issued options and restricted stock units. To theextent that these are exercised for shares of common stock, there may be pressure on our stock price while the market absorbs them. Thepotential of exercise may also have the same effect. Investors should expect that the options and warrants will be exercised when thestock price is substantially above the exercise price.
Wedo not anticipating paying any cash dividends on our common stock in the foreseeable future.
Wecurrently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the developmentand growth of our business. We do not intend to pay any dividends to holders of our common stock in the foreseeable future. Any decisionto declare and pay dividends in the future will be made at the discretion of our Board taking into account various factors, includingour business, operating results and financial condition, current and anticipated cash needs, plans for expansion, any legal or contractuallimitations on our ability to pay dividends under our loan agreements or otherwise. As a result, if our Board does not declare and paydividends, the capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in ourcommon stock, and you may have to sell some or all of your common stock to generate cash flow from your investment.
Themarket price of our shares of common stock may be adversely affected by the sale of shares by our management or large stockholders.
Salesof our shares of common stock by our officers or senior managers through 10b5-1 plans or otherwise or by large stockholders could adverselyand unpredictably affect the public market price of our common stock. Additionally, the public market price of our shares of common stockcould be affected even by the potential of sales by these persons. We cannot predict the effect that any future sales of our common stock,or the potential for those sales, will have on our share price. Furthermore, due to relatively low trading volume of our common stock,should one or more large stockholders seek to sell a significant portion of their shares of common stock in a short period of time, theprice of our common stock may decline.
Anactive, liquid trading market for our common stock may not develop or be sustained, and as a result, investors may not be able to selltheir common stock at or above their acquisition price, or at all.
Priorto February 10, 2022, our common stock was quoted on the OTCQB of the OTC Markets Group, Inc. Trading on the OTCQB marketplace was infrequentand in limited volume. Although our common stock is now listed on the Nasdaq Capital Market, along with our public warrants, an activetrading market for these securities may never develop or be sustained. If an active trading market does not develop, investors will havedifficulty selling their shares of common stock and warrants at an attractive price, or at all. An inactive securities market for ourshares of common stock may also impair our ability to raise capital and may impair our ability to expand our business by using our commonstock and common stock related securities as consideration in an acquisition or for capital raising.
Youmay be diluted by future issuances of preferred stock or additional common stock in connection with our incentive plans, acquisitionsor otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stockprice.
Ourarticles of incorporation authorizes us to issue shares of our common stock and options, rights, warrants and appreciation rights relatingto our common stock for the consideration and on the terms and conditions established by our Board in its sole discretion. We could issuea significant number of shares of common stock in the future in connection with investments or acquisitions. Any of these issuances coulddilute our existing stockholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effecton the market price for the shares of our common stock.
Thefuture issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of ourcommon stock, either by diluting the voting power of our common stock if the preferred stock votes together with the common stock asa single class, or by giving the holders of any such preferred stock the right or ability to block an action on which they have a separateclass vote, even if the action were approved by the holders of our shares of our common stock.
Thefuture issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorableto the holders of preferred stock, when compared to the rights of the common stockholders, could adversely affect the market price forour common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wishto purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of thepreferred stock would effectively be entitled to purchase common stock at the lower conversion price, causing economic dilution to theholders of common stock.
RisksRelated to Our Public Warrants
Therehas not been an active, long term or sustained trading market for the Public Warrants, which could harm the market price of the PublicWarrants, and you may not be able to resell the warrants at or above the price paid for the warrants or to exercise your Public Warrantsat a profit.
Thereis a risk that an active trading market for the Public Warrants may not develop or be sustained. The Exercise price of the Public Warrants,and the value of our company, were determined by negotiations among the underwriters and us in connection with the February 2022 publicoffering. The Public Warrants may not trade at prices that equal or are greater than the initial offering price of the Public Warrants,the price paid for the Public Warrants or the exercise price of the Public Warrants. In the absence of an active trading market for thePublic Warrants, or the absence of trading of our common stock above the exercise price of the Public Warrants, investors may not beable to sell their Public Warrants or sell them at a price that will generate a profit.
Thepublic market price of the Public Warrants may be volatile and you could lose all or part of your investment.
Theprice of the securities of publicly traded companies, such as the Company, has been highly volatile and is likely to remain highly volatilein the future. As a result of this volatility, you may not be able to sell your Public Warrants at a price or time of your selection.The market price of the Public Warrants may fluctuate significantly due to a variety of factors, including general market factors, ourfinancial results, the prospects for our business and our business segment, and changes in government regulation relating to the cannabisindustry. All of these factors may cause the market price and demand for our securities to fluctuate substantially. There is no assurancethat an active market for our securities will be sustained.
ThePublic Warrants, which the warrants that are publicly traded, are speculative in nature.
ThePublic Warrants represent the right to acquire our common stock at a fixed cash price, for a limited period of time. If the Public Warrantsare not exercised before they expire, the Public Warrants may not provide any value to the holder thereof. It is usual that the priceof a warrant in the public market is more volatile than that of the corresponding common stock for which it is exercisable. Therefore,investors should expect the price of a Public Warrant to fluctuate to a greater degree than our common stock, and correspondingly bemore speculative.
Holdersof the Public Warrants and Underwriter Warrants do not have any rights of the holders of common stock until they are exercised.
ThePublic Warrants and Underwriter Warrants do not confer any of the rights afforded to the holders of our common stock, such as votingrights, the right to receive dividends or liquidation rights, but rather merely represent the right to acquire shares of common stockat a fixed price.
Thereis no assurance that any of the Public Warrants will be exercised and provide additional working capital to the Company.
Itis not expected that the Public Warrants will be exercised unless the price of a share of common stock in the market is substantiallyabove the then exercise price. There can be no assurance that our common stock price will be sufficiently high on a sustained basis toencourage warrant holders to exercise their Public Warrants. The Public Warrants also have a net exercise right if we do not maintaina registration statement to permit the Public Warrants to be exercised for registered common stock, in which exercise instance, the Companywill not receive any cash proceeds. There can be no assurance that we will receive cash proceeds from the exercise of the Public Warrants.
Thereis no assurance that any of the Underwriter Warrants will be exercised and provide additional working capital to the Company.
Itis not expected that the Underwriter Warrants will be exercised unless the price of a share of common stock in the market is substantiallyabove the then exercise price. There can be no assurance that our common stock price will be sufficiently high on a sustained basis toencourage warrant holders to exercise their Underwriter Warrants. The Underwriter Warrants also have a net exercise right that may beused at any time, even if the shares to be issued are registered for issuance upon exercise. We expect, as is common, that where a netexercise provision exists in a warrant, it will be used by the holder. Therefore, it is unlikely that the Company will receive any cashproceeds from the exercise of the Underwriter Warrants.
Wewill receive up to an aggregate of approximately $32,864,040 from the payment of the exercise price of the Public Warrants, assumingthe exercise in full of all of the Public Warrants for cash. There is no assurance that any of the Public Warrants will be exercised.If the Underwriter Warrants are fully exercised for cash, then we may receive approximately an additional $1,500,000.
Thereis no assurance that the any or all of the Public Warrants or the Underwriter Warrants will be exercised. The Underwriter Warrants havea net cashless exercise provision that the holder may use instead of making a cash exercise. It is typical that where a net cashlessexercise option exists, the holder will use this means of exercise, which results in no cash amount being paid to the issuer on an exercise.Therefore, we do not expect to receive any cash proceeds from the exercise of the Underwriter Warrants.
Weexpect to use the net proceeds, if any, from the exercise of the Warrants for general corporate purposes.
Wewill bear all other costs, fees and expenses incurred in effecting the registration of the common stock covered by this prospectus, including,without limitation, all registration and filing fees, any NASDAQ listing fees, and fees and expenses of our counsel and our independentregistered public accountants.
Sinceour inception, we have not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings,if any, will be retained for use in the development and operation of our business. In the future, our Board may decide, at its discretion,whether dividends may be declared and paid to holders of our common stock.
Fora description of our capital stock, including the common stock, the Public Warrants, and the Underwriter Warrants and the material termsof our Articles of Incorporation, as amended, and Bylaws, as amended, see our 2021 Form 10-K filed with the SEC and Exhibit 4.8 thereto,entitled Description of Capital Stock, and incorporated by reference in this prospectus. For instructions on how to find copies of thefilings incorporated by reference in this prospectus, see “Where You Can Find More Information.”
Subjectto prior dividend rights of the holders of any shares of issued and outstanding preferred stock of the Company, holders of shares ofcommon stock are entitled to receive dividends when, as and if declared by the Board out of funds legally available for that purpose.
Eachshare of common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of common stock donot have cumulative voting rights. The holders of a majority of the shares of common stock present and entitled to vote in the electionof directors can elect all directors standing for election.
Inthe event of any liquidation, dissolution or winding up of the Company, after the satisfaction in full of the liquidation preferencesof holders of any shares of issued and outstanding preferred stock, holders of shares of common stock are entitled to ratable distributionof the remaining assets available for distribution to stockholders. The shares of common stock are not subject to redemption by operationof a sinking fund or otherwise. Holders of shares of common stock are not currently entitled to pre-emptive rights.
OnFebruary 10, 2022, we issued in a public offering an aggregate of 6,572,808 Public Warrants to investors. The Public Warrants are tradedon Nasdaq under the symbol CEADW. The Public Warrants are exercisable for shares of our common stock upon payment of the cash exerciseprice of $5.00, and all of such shares currently are registered for issuance upon the exercise of the Public Warrants. Currently, theaggregate number of shares of common stock that may be acquired upon exercise of the Public Warrants is 6,572,808 shares of common stock.
ThePublic Warrants are issued in electronic book-entry form to the investors.
ThePublic Warrants are exercisable at any time after their original issuance, and at any time up to the date that is five years after theiroriginal issuance. The Public Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a dulyexecuted exercise notice and, at any time a registration statement registering the issuance of the shares of common stock underlyingthe Public Warrants under the Securities Act is effective and available for the issuance of such shares, by payment in full in immediatelyavailable funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuanceof the shares of common stock underlying the Public Warrants under the Securities Act is not effective or available, the holder may,in its sole discretion, elect to exercise the Public Warrant through a cashless exercise, in which case the holder would receive uponsuch exercise the net number of shares of common stock determined according to the formula set forth in the Public Warrant. No fractionalshares of common stock will be issued in connection with the exercise of a Public Warrant. In lieu of fractional shares, we will paythe holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.
Aholder of Public Warrants will not have the right to exercise any portion of the Public Warrant if the holder (together with its affiliates)would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect tothe exercise, as such percentage ownership is determined in accordance with the terms of the Public Warrants. However, any holder mayincrease or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from theholder to us.
Theexercise price per whole share of common stock purchasable upon exercise of a Public Warrant is $5.00 per share of common stock. Theexercise price is also subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stockcombinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash,stock or other property to our stockholders.
Inthe event of a fundamental transaction, as described in the Public Warrants and generally including any reorganization, recapitalizationor reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any personor group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the PublicWarrants will be entitled to receive upon exercise of the Public Warrants the kind and amount of securities, cash or other property thatthe holders would have received had they exercised the Public Warrants immediately prior to such fundamental transaction.
Exceptas otherwise provided in the Public Warrants or by virtue of such holder’s ownership of shares of our common stock, the holderof a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercisesthe warrant.
Weissued to the representative of the underwriters in our public offering of securities of February 10, 2022, and its designees, as compensation,the Underwriter Warrants to purchase up to 290,557 shares of common stock, which was equal to 5% of the aggregate number of shares ofcommon stock sold in this offering. The Underwriter Warrants are exercisable at a per share exercise price of $5.1625.
TheUnderwriter Warrants are not listed or traded on Nasdaq or any other public stock exchange or trading medium.
TheUnderwriter Warrants have certain registration rights that permit the holders thereof to request a one-time demand registration rightprovided the request is made before February 10, 2027, and unlimited piggyback registration rights provided the request is made beforeFebruary 10, 2029. We will bear all fees and expenses of registering the securities issuable on exercise of the Underwriter Warrantsother than underwriting commissions incurred and payable by the holders.
Theexercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in theevent of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlyingshares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.
Theholder of an Underwriter Warrant does not have the rights or privileges of a holder of our common stock, including any voting rights,until the holder exercises the Underwriter Warrant.
SHARESELIGIBLE FOR FUTURE SALE
Sharesof our common stock are traded on the Nasdaq Capital Market under the symbol “CEAD.” Future sales of substantial amountsof our common stock in the public market, or the perception that such sales may occur, could adversely affect market prices and tradingvolume prevailing from time to time.
Asof September 21, 2022, we had 7,953,974 shares of common stock outstanding. All of these shares of our common stock are freelytransferable without restriction or further registration under the Securities Act. Currently there are no shares of outstanding commonstock that are “restricted shares” as defined in Rule 144. Restricted shares may be sold in the public market only if registeredunder the Securities Act or if they qualify for an exemption from registration under Rule 144.
Currentlythere are no shares of common stock subject to any lock up arrangements.
Ingeneral, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sellsuch securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time duringthe 90 days preceding, the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days beforethe sale. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliatesat the time of, or any time during the 90 days preceding, the sale, would be subject to additional restrictions, by which such personwould be entitled to sell within any three-month period only a number of securities that does not exceed the greater of the following:
provided,in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such salesboth by affiliates and by non-affiliates must also comply with the manner of sale and notice provisions of Rule 144 to the extent applicable.
Thisprospectus relates to 6,863,365 shares of common stock issuable upon the exercise of the Public Warrants and 290,557 shares of commonstock issuable upon exercise of the Underwriter Warrants. The terms of these warrants are described under “Description of Securities.”
Theshares of common stock issuable upon the exercise of the Warrants and being sold by the Company and will not be offered through underwriters,or brokers or dealers. We will not pay any compensation in connection with the offering and issuance of the shares of common stock uponexercise of the Warrants.
Theshares of common stock issuable upon exercise of the Warrants will be listed on Nasdaq, trading on the Capital Market, under the symbol“CEAD.” The common stock will be distributed to holders who exercise the Warrants in accordance with the terms of the applicablewarrant.
Thevalidity of the shares of common stock offered hereby has been passed upon for us by Golenbock Eiseman Assor Bell & Peskoe LLP, NewYork, New York.
Theconsolidated financial statements of CEA Industries appearing in the Company’s Annual Report (Form 10-K) for the fiscal year endedDecember 31, 2021, have been audited by Sadler, Gibb & Associates, LLC, an independent registered public accounting firm, as setforth in their report thereon, included therein and incorporated herein by reference. Such consolidated financial statements are incorporatedherein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
TheSEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we candisclose important information to you by referring you to those documents. The information incorporated by reference is considered tobe part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SECprior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectusis a part of the information or documents listed below that we have filed with the SEC (File No. 001-54286):
Inaddition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effectiveamendment to this Registration Statement which indicates that all securities offered hereunder have been sold or which deregisters allsecurities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereoffrom the date of filing of such documents.
Notwithstandingthe statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other informationthat we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.
Wewill furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in thisprospectus, including exhibits to these documents. You should direct any requests for documents to CEA Industries Inc., 385 South PierceAvenue, Suite C, Louisville, CO 80027, Attention: Secretary.
Anystatement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified,superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedesor replaces such statement.
WHEREYOU CAN FIND MORE INFORMATION
Wehave filed with the SEC a registration statement on Form S-1 under the Securities Act to register our securities being offered in thisprospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in theregistration statement and the attached exhibits. You will find additional information about us and our securities in the registrationstatement. References in this prospectus to any of our contracts, agreements, or other documents are not necessarily complete, and youshould refer to the exhibits attached to the registration statement for copies of the actual contracts, agreements or documents.
TheSEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with theSEC. The address of that website is www.sec.gov. This reference to the SEC’s website is an inactive textual reference only andis not a hyperlink.
Weare subject to the reporting, proxy and information requirements of the Exchange Act, and are required to file periodic reports, proxystatements and other information with the SEC. These periodic reports, proxy statements and other information are available on the websiteof the SEC referred to above, as well as on our website, www.ceaindustries.com. This reference to our website is an inactive textualreference only and is not a hyperlink. The contents of, or other information accessible through, our website are not part of this prospectus.We furnish our stockholders with annual reports containing audited financial statements and quarterly reports containing unaudited interimfinancial statements for each of the first three quarters of each year. Information contained in, or accessible through, our websiteis not a part of this prospectus.
INFORMATIONNOT REQUIRED IN PROSPECTUS
ITEM13. Other Expenses of Issuance and Distribution
Thefollowing table sets forth all costs and expenses, other than the underwriting discounts and commissions payable by us, in connectionwith the offer and sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee and theFINRA filing fee.
ITEM14. Indemnification of Directors and Officers
Weare a Nevada corporation. The Nevada Revised Statutes (“NRS”) provides that the articles of incorporation of a Nevada corporationmay contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetarydamages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director(i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in goodfaith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 78 (concerning unlawfuldistributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit.
TheNRS provides that a Nevada corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of anythreatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whetherformal or informal, in which he or she was a party because the person is or was a director, against reasonable expenses incurred by himor her in connection with the proceeding, unless such indemnity is limited by the corporation’s articles of incorporation.
TheNRS provides that a Nevada corporation may indemnify a person made a party to a proceeding because the person is or was a director againstany obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed withrespect to an employee benefit plan) or reasonable expenses incurred in the proceeding if the person conducted himself or herself ingood faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person’sconduct was in the corporation’s best interests and, in all other cases, his or her conduct was at least not opposed to the corporation’sbest interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct wasunlawful. A corporation may not indemnify a director in connection with any proceeding by or in the right of the corporation in whichthe director was adjudged liable to the corporation or, in connection with any other proceeding charging that the director derived animproper personal benefit, whether or not involving actions in an official capacity, in which proceeding the director was judged liableon the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a proceeding by orin the right of the corporation is limited to reasonable expenses incurred in connection with such proceeding.
Underthe NRS, unless otherwise provided in the articles of incorporation, a Nevada corporation may indemnify an officer, employee, fiduciary,or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent,if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders,or contract.
Ourarticles of incorporation provide that we will indemnify to the fullest extent permitted by Nevada law any person made or threatenedto be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative(whether or not by or in the right of the Company) by reason of the fact that he or she is or was a director of the Company or is orwas serving as a director, officer, employee or agent of another entity at the request of the Company or any predecessor of the Companyagainst judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’fees and disbursements) that he or she incurs in connection with such action or proceeding.
Ourarticles of incorporation also provide that to the fullest extent permitted by NRS 78, a director or officer of the Company will notbe personally liable to the company or its stockholders for damages for breach of fiduciary duty as a director or officer, provided thatthe foregoing will not eliminate or limit the liability of a director or officer for: (a) acts or omissions which involve intentionalmisconduct, fraud or a knowing violation of law; or (b) the payment of distributions in violation of NRS 78.300.
ITEM15. Recent Sales of Unregistered Securities.
Inthe three years preceding the filing of this registration statement, we have issued the following securities that were not registeredunder the Securities Act:
OnSeptember 28, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the investorpurchased from the Company 3,300 shares of convertible Series B Preferred Stock with a stated value of $1,000 per share, or $3,300,000of stated value in the aggregate, and a warrant to purchase up to 192,982 shares of common stock of the Company, for an aggregate purchaseprice of $3,000,000. The warrant is exercisable until September 28, 2024, at an initial exercise price of $9.45, subject to adjustmentfor stock splits, stock dividends and other typical adjustments and changes in capitalization, including mergers and acquisitions anddistribution of rights. The Series B Preferred Stock is convertible into shares of common stock, for no additional consideration. TheCompany engaged ThinkEquity LLC as its placement agent of the Series B Preferred Stock and paid a cash fee of 9%, or $270,000, and itsexpenses, less prepaid expenses, and issued to ThinkEquity and its designees a warrant to purchase up to an aggregate of 34,737 sharesof common stock. Half of the Public Warrants were issued on September 28, 2021, and the second half were issued on November 3, 2021.The exercise price per share of the placement agent Public Warrants is $10.40, subject to adjustment for stock splits, stock dividendsand other typical adjustments and changes in capitalization, including mergers and acquisitions and distribution of rights.
OnNovember 4, 2021, the Company redeemed all the Series A Preferred Stock by the issuance of an aggregate of 2,802 shares of common stockas provided by the amended Articles of Incorporation.
OnFebruary 16, 2022, the Company agreed to convert 1,650 shares of the Series B Preferred Stock into 362,306 shares of common stock and703,069 Public Warrants. Of the Public Warrants, 170,382 are pre-funded Public Warrants that vested immediately, have an indefinite termand an exercise price of $0.01, and the balance of 532,688 Public Warrants also vested immediately, have a term of 5 years and have anexercise price of $5.00. Each warrant entitles the holder to purchase one share of common stock.
Thesesecurities, at the time of issuance were registered under the Securities Act of 1933, as amended (the “Act”), pursuant toan exemption under Section 4(a)(2) of the Act for transactions of an issuer not involving a public offering, and may not be offered orsold in the United States absent registration under the Act or an exemption from such registration requirements.
ITEM16. Exhibits and Financial Statement Schedules
(a)Exhibits. We have filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.
(b)Financial Statement Schedules. All financial statement schedules are omitted because the information called for is not requiredor is shown either in the consolidated financial statements or in the notes thereto.
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuantto Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offeringprice set forth in the “Calculation of Registration Fee” table in the effective registration statement; or
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement;
provided,however, that Paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effectiveamendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by referencein the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to bea new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.
(4)That, for the purpose of determining liability under the Securities Act to any purchaser: If the registrant is subject to Rule 430C (§230.430Cof this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other thanregistration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter),shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a documentincorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statementwill, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in theregistration statement or prospectus that was part of the registration statement or made in any such document immediately prior to suchdate of first use.
(5)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distributionof the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuantto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securitiesare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller tothe purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule424 (§230.424 of this chapter);
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to bythe undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing ofthe registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filingof an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference inthe registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offeringof such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing ofthe Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of anemployee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registrationstatement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof.
(d)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling personsof the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securitiesand Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurredor paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) isasserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unlessin the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction thequestion whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the finaladjudication of such issue.
(e)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as partof this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declaredeffective.
(f)For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectusshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.
Pursuantto the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Colorado, on the 22ndday of September, 2022.
KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anthony K. McDonaldas his/her true and lawful attorney-in-fact and agent with full power of substitution, for him/her in any and all capacities, to signany and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statementand any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and tofile the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, grantingunto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessaryto be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirmingall that said attorney-in-fact, proxy and agent, or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuantto the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacitiesand on the dates indicated.