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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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CEA Industries Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
86887P309 (CUSIP Number) |
c/o 111 Equity Group LLC 1 BATTERY PARK PLAZA, SUITE 3100 NEW YORK, NY, 10004 (212)-620-0099 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/28/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 86887P309 |
| 1 |
Name of reporting person
111 Equity Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 86887P309 |
| 1 |
Name of reporting person
Rochel M. Kassirer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 86887P309 |
| 1 |
Name of reporting person
Chaim Herzog | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
CEA Industries Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
385 South Pierce Avenue, Suite C, Louisville,
COLORADO
, 80027. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended to add the following:
Effective February 12, 2025, the Agreement for Use and Non-Disclosure of Proprietary Information (the "NDA") between 111 Equity Group, one of the Reporting Persons, and the Issuer was terminated. The NDA was originally executed on June 26, 2024, and established mutual obligations for both parties to maintain the confidentiality of non-public and/or proprietary information exchanged in connection with potential business activities.
The Reporting Persons have no current intention to further engage with Issuer management or others with respect to the business of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the end of business on the event date of July 28, 2025 (the "Event Date") and the date of filing of this Amendment No. 2 to Schedule 13D, the Reporting Persons do not beneficially own any shares of Common Stock of the Issuer.
See Item 5(c) for details of the Reporting Persons' transactions in the Common Stock over the 60-day period before the filing of this Amendment 2. The sales during this period include sales of certain shares of Common Stock acquired outside the 60-day period, and which did not result in a 1% increase in beneficial ownership. |
| (c) | See Exhibit |
| (d) | Not Applicable |
| (e) | July 28, 2025 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The disclosure included in Item 4 is incorporated by reference into this Item 6 as if included herein. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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