Private Placement (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities

As previously disclosed in CEA Industries Inc.'s (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 28, 2025, the Company commenced a private placement offering (the "Offering") pursuant to securities purchase agreements (the "Securities Purchase Agreements") entered into with certain accredited investors (the "Purchasers") pursuant to which the Company agreed to sell and issue (i) an aggregate of 41,754,478 shares of common stock, par value $0.00001 per share (the "Common Stock") at an offering price of $10.10 per share, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 7,750,510 shares of Common Stock at an offering price of $10.09999 per Pre-Funded Warrant and (iii) stapled warrants to purchase Common Stock ("Stapled Warrants") to purchase up to an aggregate of 49,504,988 shares of Common Stock at an exercise price of $15.15 per Stapled Warrant to the Purchasers.

Cantor Fitzgerald & Co. acted as the sole placement agent in connection with the Offering.

The material terms of the Pre-Funded Warrants, Stapled Warrants, Securities Purchase Agreements, and the Registration Rights Agreement are described in the Company's Current Report on Form 8-K filed with the SEC on July 28, 2025, which description is incorporated by reference herein. The form of the Pre-Funded Warrant, the form of Stapled Warrant, the forms of Securities Purchase Agreements, and the form of Registration Rights Agreement are attached as Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, to the Company's Current Report on Form 8-K filed with the SEC on July 28, 2025.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.