CEA Industries Announces That YZi Labs’ Request to Fix Record Date for Proposed Consent Solicitation Is Deficient

Rhea-AI Summary

CEA Industries (NASDAQ: BNC) said its Board reviewed a request from YZi Labs to fix a record date for a proposed consent solicitation and found the request deficient for omitting material disclosures required by the company bylaws.

The Board did not set a record date, said YZi Labs may not proceed, and noted stockholders are not required to act at this time. The Board invites a properly completed resubmission for further review.

Positive

• Board enforced bylaws and stopped a deficient consent solicitation
• Board protected stockholders by requiring full disclosure before a record date

Negative

• YZi Labs omitted the number of BNC shares it and related persons hold
• Request omitted details of financial relationships with at least six nominees

Market Context

This announcement centers on corporate governance and activist dynamics, with the Board declaring YZ...

Analysis

This announcement centers on corporate governance and activist dynamics, with the Board declaring YZi Labs’ consent solicitation request deficient under company bylaws and declining to set a record date. It follows prior communications about YZi Labs and asset management revisions. Investors may watch for any revised request from YZi Labs, further Board updates, and activity under the effective S-3ASR shelf filed on September 19, 2025, alongside ongoing earnings and BNB-related results.

Historical Context

5 past events · Latest: Mar 16 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 16	Earnings & CEO change	Negative	-33.3%	Large net loss driven by BNB decline and upcoming CEO transition.
Mar 10	CFO appointment	Positive	+0.3%	New CFO with capital markets experience to support governance and BNB strategy.
Feb 25	Shareholder letter	Positive	-18.8%	CEO reaffirmed conservative, debt-free balance sheet and governance focus.
Feb 24	YZi Labs dispute	Negative	+16.8%	Board communications urging disclosure of a secret side agreement with YZi Labs.
Feb 18	Asset deal changes	Positive	+9.7%	Board advanced revisions to Asset Management Agreement for more favorable terms.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news skewed toward governance, asset management renegotiation and activist interactions, with mixed price reactions: sharp selloff on large losses, but generally supportive responses to governance and agreement revisions.

Recent Company History

Over the past months, CEA Industries has focused on governance, capital strategy and its relationship with YZi Labs. An FY Q3 2026 update reported a large net loss tied to a 28% BNB decline and outlined a CEO transition. The Board advanced revisions to the Asset Management Agreement, issued a shareholder letter emphasizing a conservative balance sheet and BNB strategy, and highlighted YZi Labs’ side agreement. The current news continues this governance and activist-related narrative around Board control and disclosure standards.

Key Terms

record date, consent solicitation, bylaws, fiduciary duties, +2 more

6 terms

record date regulatory

"request received from YZILabs Management Ltd. (“YZi Labs”) to set a record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

consent solicitation regulatory

"consent in connection with YZi Labs’ proposed consent solicitation"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

bylaws regulatory

"omitted material information required under the Company’s bylaws"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

fiduciary duties regulatory

"Following a careful review of the Request Letter in accordance with its fiduciary duties"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

conflicts of interest regulatory

"informed about potential conflicts of interest and incentives that could be adverse"

A conflict of interest occurs when a person or organization has competing loyalties or financial motives that could compromise impartial decisions—like a referee who also coaches one team. For investors, conflicts matter because they can lead to biased advice, self-dealing, or decisions that prioritize insiders over shareholders, increasing the risk that reported results, disclosures, or strategic choices are not in investors’ best financial interests.

independent judgment regulatory

"evaluate whether YZi Labs’ nominees could exercise independent judgment"

Independent judgment is the ability of a person—such as a board member, director, analyst, or regulator—to form decisions or opinions based on their own assessment of facts, free from undue influence, conflicts of interest, or pressure from insiders. For investors, this matters because decisions reached independently are more likely to reflect true risks and opportunities rather than biased interests, improving trust in company governance and the reliability of advice or disclosures, much like a referee who enforces the rules rather than favoring a team.

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Request omitted highly material disclosures required under the Company’s bylaws

YZi Labs may not proceed with its proposed consent solicitation

Stockholders are not required to take any action at this time

LOUISVILLE, CO, March 24, 2026 (GLOBE NEWSWIRE) -- CEA Industries Inc. (NASDAQ: BNC) ("BNC" or the "Company") today announced that its Board of Directors (the “Board”) has completed its review of the request received from YZILabs Management Ltd. (“YZi Labs”) to set a record date for determining the stockholders entitled to consent in connection with YZi Labs’ proposed consent solicitation (the “Request Letter”).

The Board has determined that YZi Labs’ Request Letter is deficient because it omitted material information required under the Company’s bylaws. Accordingly, the Board has not set a record date, and YZi Labs may not proceed with its proposed consent solicitation.

The Board issued the following statement:

Like many public companies, the Company’s bylaws establish a clear and straightforward process for stockholders to act outside of the regular process of a stockholder meeting. These provisions are designed to ensure orderly and informed consent solicitations. Among other provisions, the Company’s bylaws require a stockholder seeking to solicit consents from other stockholders to request that a record date be fixed and provide certain information about itself and related parties.

Following a careful review of the Request Letter in accordance with its fiduciary duties, the Board determined that YZi Labs’ Request Letter failed to satisfy the clear and substantive requirements of the Company’s bylaws by omitting highly material information on important topics. For example, the Request Letter failed to disclose the number of BNB held by YZi Labs, its related persons and its nominees, and omitted details about financial relationships between YZi Labs and its nominees—at least six of whom have significant connections to YZi Labs.

The omitted disclosures are critical to ensuring that the Board and stockholders are fully informed about potential conflicts of interest and incentives that could be adverse to stockholder interests if YZi Labs takes control of the Board. With these, the Board and stockholders cannot evaluate whether YZi Labs’ nominees could exercise independent judgment, rather than being beholden to YZi Labs’ separate interests.

The Board remains focused on governing BNC in the best interests of the Company and all stockholders. Should YZi Labs submit a new request letter, the Board will review it for compliance with the bylaws and, if it provides all required information and is otherwise in the proper form, the Company will announce a record date for YZi Labs’ consent solicitation.

Stockholders are not required to take any action at this time.

About CEA Industries Inc.

CEA Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets, including building and managing the world's largest corporate treasury of BNB.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties, including forward-looking statements regarding BNC’s expectations or beliefs regarding the Company’s position as the largest BNB treasury in the world. BNC wishes to caution readers that these forward-looking statements may be affected by the risks and uncertainties in BNC’s business, as well as other important factors that may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking statements, readers should consider various risk factors, which include, but are not limited to, BNC’s ability to keep pace with new technology and changing market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking statements and the information in this press release is qualified in its entirety by cautionary statements and risk factor disclosures contained in BNC’s filings with the SEC, including BNC’s Forms 10-Q filed with the SEC on March 16, 2026 and December 15, 2025, Form 10-K filed with the SEC on March 27, 2025, and Form 10-KT filed with the SEC on July 25, 2025, each as may be amended or supplemented from time to time. Copies of BNC’s filings with the SEC are available on the SEC’s website at www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Important Additional Information and Where to Find It

The Company intends to file a consent revocation statement on Schedule 14A, an accompanying YELLOW consent revocation card and other relevant documents with the SEC in connection with YZi Labs’ consent solicitation. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING YELLOW CONSENT REVOCATION CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of the definitive consent revocation statement, an accompanying YELLOW consent revocation card, any amendments or supplements to the consent revocation statement and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by scrolling to the “SEC Filings” section of the Company’s website at https://ceaindustries.com/investors.html.

Certain Information Regarding Participants in the Solicitation

The Company, its directors (Anthony K. McDonald, Nicholas J. Etten, Carly E. Howard, Hans Thomas, Annemarie Tierney, and Glenn Tyranski) and certain of its executive officers (David Namdar and Brent Miller) are deemed to be “participants” (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of consent revocations from the Company’s stockholders in connection with YZi Labs’ consent solicitation. Information about the names of the Company’s directors and officers, their respective interests in the Company, by security holdings or otherwise, and their respective compensation is set forth in the “Information about our Directors” and “Executive Officers” sections in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of the Company’s Transition Report on Form 10-KT for the transition period from January 1, 2025 to April 30, 2025 (the “Form 10-KT”), in Part III, Item 11 – Executive Compensation of the Form 10-KT, in Part III, Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of the Form 10-KT and in Current Reports on Form 8-K filed with the SEC on August 8, 2025, October 7, 2025 and November 28, 2025. Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 3 and Form 4. Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s consent revocation statement on Schedule 14A and other materials to be filed with the SEC in connection with YZi Labs’ consent solicitation, if and when they become available. These documents will be available at no charge as described above.

CEA Industries Media Inquiries:
Edelman Smithfield CEA@edelmansmithfield.com
CEA Industries Investor Relations: james@haydenir.com

FAQ

Why did CEA Industries (BNC) reject YZi Labs’ request to set a record date on April 6, 2026?

Because the Board found the request omitted material disclosures required by the bylaws, making it deficient. According to the company, the Request Letter failed to disclose shareholdings and financial ties critical to evaluating nominees' independence and conflicts.

What does CEA Industries’ decision to not set a record date mean for BNC shareholders?

It means shareholders are not required to take any action at this time and no consent solicitation can proceed. According to the company, the Board will consider a new compliant request and announce a record date if requirements are met.

Which disclosures did YZi Labs allegedly omit in its Request Letter to CEA Industries (BNC)?

The company said YZi Labs failed to disclose the number of BNC shares held by YZi Labs and related persons and omitted financial relationships with nominees. These omissions hinder evaluation of potential conflicts and nominee independence, according to the company.

Can YZi Labs resubmit a request to CEA Industries (BNC) after the April 6, 2026 rejection?

Yes. According to the company, the Board will review any new request for compliance with the bylaws and, if properly completed, will announce a record date for the consent solicitation.

How does CEA Industries’ (BNC) Board describe its role after rejecting YZi Labs’ request on April 6, 2026?

The Board said it is focused on governing in the best interests of the company and all stockholders and will enforce bylaw requirements. According to the company, this includes requiring full disclosure to ensure informed stockholder decisions.