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

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

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 3.02 is incorporated herein by
reference to the extent required.

Item 3.02. Unregistered Sales of Equity Securities.

Beginning on March 7, 2017 (the Initial Investment Date), Surna
Inc. (the Company) entered into a Securities Purchase Agreement
(the Agreement) with certain accredited investors (the
Investors). On the Initial Investment Date, the Company issued an
aggregate of 13,906,250 investment units (the Units), for
aggregate gross proceeds of $2,225,000. Each Unit consists of one
share of the Companys common stock, par value $0.00001 per share
(the Common Stock) and one warrant for the purchase of one share
of Common Stock.

to each of the warrants, the holder thereof may, subject to the
terms of the warrant, at any time on or after six months after
the date of the warrant and on or prior to the close of business
on the date that is the third anniversary of the date of the
warrant, purchase up to the number of shares of Company common
stock as set forth in the respective warrant. The exercise price
per share of the common stock under each warrant is $0.26,
subject to adjustment as set forth in the warrants. Each warrant
is callable at the Companys option commencing six months from the
date of the warrant, provided the Companys common stock trades at
a VWAP of $0.42 or greater (subject to adjustment) for five
consecutive trading days (the Call Condition). Commencing at any
time after the date on which the Call Condition is satisfied, the
Company has the right, upon 30 days notice to the holder given
not later than 30 trading days after the date on which the Call
Condition is satisfied, to redeem the number of warrant shares
specified in the applicable Call Condition at a price of $0.01
per warrant share, subject to the terms of the warrant.

The Company intends to conduct additional closings to accommodate
investors with whom it has already been in discussions and who
have executed paperwork. The Company is not seeking or accepting
additional new investors for this offering.

The Company claims an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
Securities Act), for the private placement of these securities to
Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder because, among other things, the
transaction did not involve a public offering, the purchasers are
accredited investors, the purchasers acquired the securities for
investment and not resale, and we took appropriate measures to
restrict the transfer of the securities.

The foregoing summary of the Agreement and the units sold thereby
are qualified in their entirety by reference to the full text of
the agreements, copies of which will be filed as exhibits to the
Companys next periodic report.

Item 7.01 Regulation FD.

On March 8, 2017, the Company issued a press release regarding
the Purchase Agreement. 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.

Exhibit No. Description
99.1 Press release dated March 8, 2017 (furnished herewith).

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 up +0.004 at 0.177 with 378,814 shares trading hands.