SURNA INC. (OTCMKTS:SRNA) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On December 12, 2017, Surna Inc. (the “Company”) completed a private placement offering of investment units (each, a “Unit” or, collectively, the “Units”), at a price of $0.12 per Unit, with certain accredited investors. Each Unit consisted of one share of the Company’s common stock and one warrant for the purchase of one share of the Company’s common stock. The Company issued a total of 14,734,000 Units for aggregate proceeds of $1,768,080. The Company intends to use the proceeds for working capital and other growth initiatives. The Company did not engage any placement agents in connection with the offer and sale of the Units and, accordingly, no commissions or fees were paid.
The warrants have an exercise price of $0.20 per share (the “Exercise Price”) of the common stock underlying each warrant, subject to adjustment as provided in the warrant. The warrants have a term of three years. Each warrant is callable at the Company’s option, provided the closing price of the Company’s common stock is $0.36 (subject to adjustment as provided in the warrant) or greater 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 notice to the holders, to redeem the shares of common stock underlying each warrant at a price of $0.01 per share (the “Redemption Price”), but such redemption may not occur earlier than sixty-one (61) days following the date of the receipt of notice by the holder (the “Redemption Date”). The holder may exercise the warrant at any time (in whole or in part) prior to the Redemption Date at the Exercise Price.
The Company’s Chief Executive Officer, Chris Bechtel, invested $102,000 in the offering, with four other senior employees collectively investing $216,000.
The offer and sale of the Units was made by the Company in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on December 13, 2017 announcing the completion of the private placement offering of the Units. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release dated December 13, 2017 |
Surna Inc. ExhibitEX-99.1 2 ex99-1.htm Exhibit 99.1 FOR IMMEDIATE RELEASE Surna Completes $1.8 Million Equity Offering Proceeds to be used for working capital and growth initiatives December 13,…To view the full exhibit click here
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.
