SURNA INC. (OTCMKTS:SRNA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Form 8-K filed with the U.S.
Securities and Exchange Commission (the SEC) on November 1, 2016,
and the subsequent Form 8-K filed with the SEC on December 7,
2016, Surna Inc. (the Company) has been privately negotiating
with certain holders of certain 10% convertible promissory notes
(the Original Notes) and warrants (the Original Warrants and
together with the Original Notes, the Original Securities) with a
view to amending and converting the Original Notes and amending
the terms of the Original Warrants.

The Original Securities were issued as part of a unit (each unit
consisted of 250,000 shares of Common Stock, an Original Warrant
to purchase 50,000 shares of Common Stock and an Original Note in
the principal amount of $50,000) to investors participating in
the Companys private placement financing that completed closings
between October 31, 2014 and February 27, 2015. The Original
Notes mature and become payable two years from issuance.

As of February 20, 2017, the Company has entered into Note
Conversion and Warrant Amendment Agreements (each, an Agreement
and together, the Agreements) with each of 48 holders, to: (i)
amend the Original Note (each an Amended Note) to reduce the
conversion price of such holders Original Note and simultaneously
cause the conversion of the outstanding amount under such
Original Note into shares of Common Stock of the Company
(Conversion Shares) with the exception of agreements with three
holders which provide for the payment of the principal amount in
cash and the interest outstanding in stock and a further three
agreements in which a cash sum was negotiated to pay the
outstanding note in full; and (ii) reduce the exercise price of
the Original Warrant (each, an Amended Warrant and together with
an Amended Note, the Amendments) in all except three Agreements.
Each Agreement has been privately negotiated so the terms vary.
to the Agreements, the Original Notes have been amended to
reflect a reduced conversion price per share between $0.09 and
$0.22. Additionally, to the Agreements,
certain Original Warrants have been amended to reflect a reduced
exercise price per share between $0.30 and $0.35, with the
exception of the first Agreement signed which amended certain
Original Warrants to reflect a reduced exercise price of $0.15
per share.

to the Agreements, the Company has (i) converted Original Notes
with an aggregate outstanding principal amount of approximately
$2,286,250.00, or approximately 90% of the total principal amount
under the Original Notes, (ii) issued 17,903,228 Conversion
Shares in connection with the conversion of such Original Notes
and (iii) amended 2,221,250 Original Warrants to reduce their
exercise price. During this time the Company also obtained a
short-term loan of approximately $500,000.00 for working capital.

In connection with the Amendments, the Company has also
negotiated with some of the holders a restriction that limits the
number of Conversion Shares a holder may sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise
dispose of any of such shares issuable in connection with the
Amendments without the prior written consent of the Company for a
period of ninety (90) days after the date of such holders
Agreement.

The Company intends to negotiate with the remaining holders of
the Original Notes to convert the remaining $250,000.00 of
principal; however, it cannot make any assurance that it will be
successful in negotiating Agreements with any remaining holders
of Original Notes.

The foregoing summary of the Agreements is qualified in its
entirety by reference to the full text of the Agreements, a copy
of which will be filed as an exhibit to the Companys next
periodic report.

Item 3.02 Unregistered Sales of Equity
Securities.

The information provided above under Item 1.01 is incorporated by
reference under this Item 3.02.

The Conversion Shares and the Amended Warrants were issued in
reliance on exemptions from registration to Section 4(a)(2) of
the Securities Act and/or Rule 506 of Regulation D promulgated
thereunder. These transactions qualified for exemption from
registration because among other things, the transactions did not
involve a public offering, each investor was an accredited
investor, each investor had access to information about the
Company and their investment, each investor took the securities
for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.

Item 7.01 Regulation FD.

On February 7, 2017, the Company issued a press release regarding
the Agreements. A copy of the press release is attached hereto as
Exhibit 99.1.

The information in this Item 7.01, including the exhibit attached
hereto, shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), or incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Important Information

The information in this Current Report on Form 8-K (this Current
Report) is for informational purposes only, and the proposed
transactions described above shall not constitute an offer to
buy, exchange or amend securities or constitute the solicitation
of an offer to sell, exchange or amend any of the Companys
securities. The holders of the Original Securities previously
represented to the Company that they were accredited investors
(as defined in Rule 501 of Regulation D promulgated under the
Securities Act) in connection with the transactions in which such
holders acquired the Original Securities. The Company will not
modify a holders Original Securities if the Company does not have
a reasonable belief that such holder currently is an accredited
investor. Additionally, the Company will not modify the Original
Securities if the Company determines that a valid securities
exemption is not available under the Securities Act. The
disclosure contained herein does not constitute an offer to sell
or a solicitation of an offer to buy any securities of the
Company, and is made only as permitted by Rule 135c under the
Securities Act.

Forward Looking Statements

This Current Report includes forward-looking statements.
Forward-looking statements discuss matters that are not
historical facts. Examples of forward-looking statements include,
but are not limited to: (a) projections of revenues, capital
expenditures, growth, prospects, dividends, capital structure and
other financial matters; (b) statements of plans and objectives
of the Company or its management or the Companys board of
directors; (c) statements of future economic performance; (d)
statements of assumptions underlying other statements and
statements about the Company and its business relating to the
future; and (e) any statements using such words as anticipate,
believe, estimate, could, should, would, seek, plan, expect, may,
predict, project, intend, potential, continue, or similar
expressions. There are a number of important factors that could
cause actual results or events to differ materially from those
indicated by such forward-looking statements, including:
uncertainties as to the timing of the transactions; uncertainties
as to how many holders will agree to the terms of a transaction;
the possibility that various closing conditions for the
transactions may not be satisfied or waived; and other risks and
the other factors described in the Companys Annual Report on Form
10-K for the year ended December 31, 2015 filed with the SEC and
the Companys other SEC filings. Except as otherwise required by
law, the Company disclaims any intention or obligation to update
any forward-looking statements as a result of developments
occurring after the date of this Current Report. All
forward-looking statements in this Current Report are qualified
in their entirety by this cautionary statement.

About SURNA INC. (OTCMKTS:SRNA)

Surna Inc. develops, designs and distributes cultivation technologies for controlled environment agriculture (CEA). The Company’s segment is designing, manufacturing, and distributing indoor climate control systems, including but not limited to chillers, lights, reflectors, and irrigation systems, for use in conjunction with the state-regulated cannabis and CEA industry. The Company’s technologies include a line of optimized lighting, environmental control, air sanitation and cultivation facilities. The Company offers full mechanical, electrical, and plumbing (MEP) services, including designing and engineering commercial scale thermodynamic systems specific to indoor grow facility conditions. The Company’s products include Surna Chillers, Surna Reflectors, Hybrid Building and Air Sanitation. Its customers include state-regulated cannabis cultivation facilities, as well as traditional indoor agricultural facilities, including organic herb and vegetable producers.

SURNA INC. (OTCMKTS:SRNA) Recent Trading Information

SURNA INC. (OTCMKTS:SRNA) closed its last trading session down -0.004 at 0.170 with 837,879 shares trading hands.