CEA Industries (BNC) Adopts Stockholder Rights Plan and Amended and Restated Bylaws in Response to YZi Labs Group Formation

Rhea-AI Summary

CEA Industries (NASDAQ: BNC) adopted a limited-duration stockholder rights plan and amended and restated bylaws on December 26, 2025, after formation of the YZi Labs Group seeking Board control.

The Rights Plan issues one preferred share purchase right per share to holders of record on January 8, 2026, triggers on beneficial ownership of 15.0%, and expires on December 26, 2026. The company said YZi Labs currently holds 7.0% and warrants that could dilute ownership to 19.99% or 34.2% on a diluted basis.

Positive

• Rights issue record date set for January 8, 2026
• Trigger threshold set at 15.0% beneficial ownership
• Rights Plan expires on December 26, 2026
• Company disclosed YZi Labs Group holds 7.0% now

Negative

• YZi Labs warrants could raise diluted stake to 34.2%
• Rights Plan may restrict unsolicited control acquisitions
• Bylaws require consents within 60 days of first consent

News Market Reaction

-8.87%

1 alert

-8.87% News Effect

On the day this news was published, BNCWW declined 8.87%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

YZi Labs Group stake: 7.0% of common stock In-the-money warrants: 11,314,869 shares at $0.00001 Out-of-the-money warrants: 11,089,111 shares at $15.15 +5 more

8 metrics

YZi Labs Group stake 7.0% of common stock Current reported ownership per amended Schedule 13D

In-the-money warrants 11,314,869 shares at $0.00001 Warrants that could raise ownership to 19.99% diluted

Out-of-the-money warrants 11,089,111 shares at $15.15 Together could raise ownership to 34.2% diluted

Rights plan trigger 15.0% ownership threshold Beneficial ownership level defining an acquiring person

Rights plan discount 50.0% discount Purchase price for stock if rights plan is triggered

Redemption price $0.001 per right Price at which Board may redeem rights

Record date January 8, 2026 Record date for issuing rights dividend

Consent window 60 days Period in which written consents must be received

Market Reality Check

Price: $0.0502 Vol: Volume 240,600 is below t...

low vol

$0.0502 Last Close

Volume Volume 240,600 is below the 20-day average of 729,686, suggesting limited pre-news positioning. low

Technical Shares trade below the 200-day MA of $11.15, at a prior close of $6.67, reflecting a weak intermediate trend.

Peers on Argus

Industrial peers were mixed, with moves ranging from -2.23% (TWI) to +0.52% (HY)...

Industrial peers were mixed, with moves ranging from -2.23% (TWI) to +0.52% (HY). With BNC down 0.15% pre‑announcement and no peers in momentum scanners, trading pointed to stock‑specific dynamics rather than a sector-wide move.

Historical Context

5 past events · Latest: Dec 15 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 15	Earnings update	Positive	-6.9%	Reported large net income and EPS driven by digital asset and warrant gains.
Dec 04	Strategy response	Positive	-6.3%	Reaffirmed BNB DAT strategy and addressed YZi Labs shareholder engagement.
Nov 28	Board change	Positive	+20.6%	Added director with digital asset regulation and governance expertise.
Nov 19	Treasury update	Positive	+4.0%	Launched Treasury Dashboard detailing BNB holdings and capital activity.
Nov 10	Conference participation	Neutral	-3.7%	Announced CEO participation in a crypto and AI/energy conference panel.

Pattern Detected

Recent positive strategic and earnings updates have produced mixed reactions: governance and transparency moves saw gains, while strong earnings and strategy reaffirmations coincided with notable selloffs.

Recent Company History

Over the past few months, CEA Industries (BNC) reported strong fiscal Q2 results with $283.6M net income and a pivot to a BNB-focused digital asset treasury model. The company expanded transparency via a public Treasury Dashboard and executed both ATM sales and share repurchases. Governance has been a focus, with new independent directors added and conference participation highlighting the DAT strategy. Today’s adoption of a rights plan and amended bylaws fits into this governance and control-focused narrative following the emergence of the YZi Labs Group.

Market Pulse Summary

The stock moved -8.9% in the session following this news. A negative reaction despite the rights pla...

Analysis

The stock moved -8.9% in the session following this news. A negative reaction despite the rights plan’s protective framing would fit prior instances where seemingly positive or clarifying news coincided with selloffs. Earlier, strong earnings and a strategy reaffirmation were followed by notable declines. Investors may focus on how anti-takeover provisions and consent procedures alter perceived governance risk or potential change-of-control scenarios, particularly given the substantial warrant overhang held by the YZi Labs Group.

Key Terms

stockholder rights agreement, warrants, strike price, schedule 13d, +4 more

8 terms

stockholder rights agreement financial

"announced that its Board of Directors ... adopted a limited duration stockholder rights agreement"

A stockholder rights agreement is a legal framework that sets the rules and protections governing shareholders’ powers—such as voting, selling shares, receiving special rights, and how ownership changes are handled. It matters to investors because it shapes who can control the company, how easily shares can change hands, and what protections exist during takeover attempts; think of it like the bylaws and safety rules for an apartment building that determine how decisions are made and who can move in or out.

warrants financial

"the YZi Labs Group holds warrants that allow it to significantly increase its Common Stock holdings"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

strike price financial

"In-the-money warrants to acquire 11,314,869 shares of Common Stock at a strike price of $0.00001 per share"

The strike price is the fixed price at which an option gives its holder the right to buy or sell an underlying stock. Think of it like a coupon that lets you transact at a pre-agreed price regardless of the market; for investors it determines whether an option will be profitable, influences potential gains or losses, and is a key factor in the option’s market value and risk profile.

schedule 13d regulatory

"filed an amended Schedule 13D with the U.S. Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership regulatory

"a person or group beneficially owns, among other things, all shares of Common Stock that such person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

record date regulatory

"must first request that the Company fix a record date for determining the stockholders entitled to consent"

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.

form 8-k regulatory

"will be contained in Current Reports on Form 8-K to be filed by the Company with the SEC"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

nasdaq capital market regulatory

"common stock and warrants are listed on the Nasdaq Capital Market under the symbols BNC and BNCWW"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

AI-generated analysis. Not financial advice.

Rights plan protects the Company and its stockholders from a change of control without a control premium

Amended and Restated Bylaws ensure orderly and informed consent solicitation

LOUISVILLE, CO, Dec. 28, 2025 (GLOBE NEWSWIRE) -- CEA Industries Inc. (Nasdaq: BNC) (the “Company” or “BNC”), which manages the world’s largest corporate treasury of BNB, today announced that its Board of Directors (the “Board”) unanimously adopted a limited duration stockholder rights agreement (the “Rights Plan”) and amended and restated bylaws (the “Amended and Restated Bylaws”) on December 26, 2025. The Board adopted the Rights Plan and the Amended and Restated Bylaws following the formation of a stockholder group (together, the “YZi Labs Group”) by YZILabs Management Ltd. (“YZi Labs”) that seeks control of the Company.

As previously confirmed by the Company, YZi Labs has filed a preliminary consent statement that seeks control of a majority of the Board. On December 23, 2025, YZi Labs filed an amended Schedule 13D with the U.S. Securities and Exchange Commission (the “SEC”) reporting the formation of a group with seven proposed director nominees. The amended Schedule 13D reports that the YZi Labs Group holds 7.0% of the Company’s currently outstanding common stock (the “Common Stock”). Moreover, the YZi Labs Group holds warrants that allow it to significantly increase its Common Stock holdings with 61 days’ notice, including:

• In-the-money warrants to acquire 11,314,869 shares of Common Stock at a strike price of $0.00001 per share, which would allow the YZi Labs Group to increase its aggregate ownership to 19.99% of the Common Stock (on a diluted basis); and
• Out-of-the-money warrants to acquire 11,089,111 shares of Common Stock at a strike price of $15.15 per share, which would allow the YZi Labs Group to increase its aggregate ownership, together with the in-the-money warrants, to 34.2% of the Common Stock (on a diluted basis).¹

The Rights Plan and the Amended and Restated Bylaws do not, and are not intended to, prevent YZi Labs from soliciting the Company’s stockholders to support its proposals or prevent stockholders from granting revocable consents to YZi Labs in response to its proposed consent solicitation.

Stockholder Rights Plan

The Rights Plan is similar to other rights plans adopted by public companies. It is intended to reduce the likelihood that any entity, person or group is able to gain control of the Company solely through accumulation of Common Stock, including through additional expansion of the YZi Labs Group, without paying all stockholders an appropriate control premium and providing the Board sufficient opportunity to make informed decisions and take actions that are in the best interests of the Company and all stockholders.

Pursuant to the Rights Plan, the Company will issue, by means of a dividend, one preferred share purchase right for (i) each outstanding share of Common Stock held by stockholders of record as of the close of business on January 8, 2026, (ii) the aggregate number of shares of Common Stock that would be issuable upon the full exercise of certain of the Company’s warrants (the “Participating Warrants”) outstanding as of such date (disregarding any limitations on exercise), and (iii) each share of Common Stock that becomes issued and outstanding after such date and before the rights become exercisable (and, in certain circumstances specified in the Rights Plan, after such time). Initially, these rights will not be exercisable and will trade with, and be represented by, the Common Stock and the Participating Warrants, as applicable.

Under the Rights Plan, the rights generally become exercisable only if a person or group (an “acquiring person”) acquires beneficial ownership of 15.0% or more of the outstanding shares of Common Stock in a transaction not approved by the Board. If a person or group beneficially owns 15.0% or more of the outstanding shares of Common Stock prior to the Company’s announcement of the adoption of the Rights Plan (including the YZi Labs Group), then that person’s or group’s existing ownership will be grandfathered and the rights will become exercisable if at any time after the announcement of the adoption of the Rights Plan such person or group increases its ownership of Common Stock. For purposes of the Rights Plan, a person or group beneficially owns, among other things, all shares of Common Stock that such person or group has the right or obligation to acquire, including all shares underlying warrants without regard to beneficial ownership limitations.

If the Rights Plan is triggered, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of Common Stock at a 50.0% discount. In addition, if the Company is acquired in a merger or other business combination after an unapproved party acquires more than 15.0% of the outstanding shares of Common Stock, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock at a 50.0% discount. The Board, at its option, may exchange each right (other than rights owned by the acquiring person that have become void) in whole or in part, at an exchange ratio of one share of Common Stock per outstanding right, subject to adjustment. Except as provided in the Rights Plan, the Board is entitled to redeem the rights at $0.001 per right.

The Rights Plan will expire on December 26, 2026, or earlier, as provided in the Rights Plan.

Amended and Restated Bylaws

The Board also adopted Amended and Restated Bylaws, which require, among other things, that any stockholder seeking to act by written consent must first request that the Company fix a record date for determining the stockholders entitled to consent and provide the information that would be required to be submitted by a stockholder if the proposed actions were being taken at an annual meeting of stockholders. The Amended and Restated Bylaws also require that all consents must be received within 60 days of the first date that a consent is received in order for stockholder action to be taken without a meeting.

The Amended and Restated Bylaws, which are similar to bylaws adopted by many other public companies, are intended to ensure an orderly and informed consent solicitation.

Additional information regarding the Rights Plan and the Amended and Restated Bylaws will be contained in Current Reports on Form 8-K to be filed by the Company with the SEC.

Advisors

Sidley Austin LLP is acting as legal counsel to the Company, and Morrison Cohen LLP is acting as legal counsel to the independent directors of the Board.

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. This press release specifically contains forward-looking statements regarding BNC’s expectations or beliefs regarding (i) the Company’s position as the largest BNB treasury in the world; (ii) the adoption of the Rights Plan and its potential effects on the Company and its stockholders; and (iii) the adoption of the Amended and Restated Bylaws and their potential effects on YZi Labs’ consent solicitation. 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 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 Form 10-Q filed with the SEC on 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’s 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, Russell Read, Hans Thomas and Annemarie Tierney) and certain of its executive officers (David Namdar) 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

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¹ Calculations are based on 44,062,938 shares of Common Stock outstanding on December 12, 2025. Calculations do not include 4,139,194 shares underlying in-the-money warrants that could not be exercised due the warrants’ beneficial ownership limitation provisions.

FAQ

What does CEA Industries' (BNC) Rights Plan trigger require?

The Rights Plan generally becomes exercisable if any person or group beneficially owns 15.0% or more of Common Stock in an unapproved transaction.

When will CEA Industries (BNC) distribute the rights under the Rights Plan?

Rights will be issued by dividend to holders of record as of January 8, 2026 and to shares issued before rights become exercisable.

How much of CEA Industries (BNC) does the YZi Labs Group currently report owning?

The amended Schedule 13D reports the YZi Labs Group holds 7.0% of currently outstanding Common Stock.

How could YZi Labs’ warrants affect its ownership of BNC stock?

In-the-money warrants could raise ownership to 19.99% diluted; combined warrants could raise it to 34.2% diluted.

What key bylaws change did CEA Industries (BNC) adopt on December 26, 2025?

Amended bylaws require a record date request and that written consents be received within 60 days of the first consent.

How long is CEA Industries' (BNC) Rights Plan effective?

The Rights Plan will expire on December 26, 2026, unless earlier redeemed or terminated as provided.