Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
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) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| 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 |
Comment for Type of Reporting Person:
(1). This Amendment No. 2 (this "Amendment 2") amends and supplements the Schedule 13D originally filed by the undersigned with the Securities and Exchange Commission on June 7, 2024 (the "Original Schedule 13D", as amended by the First Amendment dated June 28,2024, and by this Amendment 2, the "Schedule 13D") and is filed by 111 Equity Group LLC ("111 Equity Group"), Rochel M. Kassirer ("Kassirer"), and Chaim Herzog ("Herzog") (111 Equity Group, Kassirer and Herzog are herein collectively referred to as the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
SCHEDULE 13D
|
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| 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)
IN |
Comment for Type of Reporting Person:
(1). 111 Equity Group is controlled by Kassirer and Herzog. Accordingly, Kassirer may be deemed to be a beneficial owner of the shares held by 111 Equity Group.
SCHEDULE 13D
|
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| 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)
IN |
Comment for Type of Reporting Person:
(1). 111 Equity Group is controlled by Kassirer and Herzog. Accordingly, Herzog may be deemed to be a beneficial owner of the shares held by 111 Equity Group.
SCHEDULE 13D
|
| 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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