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CEA Industries Inc. (BNC) reports corporate housekeeping changes to its charter and disclosure documents. On September 4, 2026, the company filed Certificates of Withdrawal in Nevada to remove the designations for its Series A Preferred Stock and Series B Convertible Preferred Stock, noting that no shares of either series were outstanding and that its authorized capital stock was unchanged.
Immediately afterward, CEA Industries filed Restated Articles of Incorporation in Nevada, which restate the existing Articles without making any amendments. The company also provided an updated Description of Securities Registered as an exhibit, describing its common stock, listed warrants (BNCWW and BNCWZ) and preferred stock purchase rights; this description does not change the terms of any security but replaces prior descriptions and can be incorporated by reference into future SEC filings.
CEA Industries Inc. reported that a prior Nasdaq listing deficiency has been resolved. On May 7, 2026, the company received a notice from Nasdaq’s Listing Qualifications Staff that it was not in compliance with Nasdaq Listing Rule 5620(a), which requires an annual shareholders’ meeting within twelve months of fiscal year-end. The company then held its 2026 Special Meeting in Lieu of Annual Meetings of Stockholders on July 22, 2026. Based on this meeting and related public disclosures, including the definitive proxy statement filed June 30, 2026, Nasdaq’s Staff notified the company on August 5, 2026 that it is now in compliance with Rule 5620(a) and that the matter is closed. A press release dated August 10, 2026 was issued and filed as an exhibit.
CEA Industries Inc. entered into a Consulting Agreement with W4 LLC, under which W4 will provide Alex Odagiu to serve as Interim President, reporting directly to the Board. W4 receives a monthly fee of $25,000, pro-rated for partial months, for at least 32 hours per week of interim executive services. The agreement runs until at least the appointment of a new Chief Executive Officer, with limited termination rights before that appointment and Board approval (excluding Mr. Odagiu) required for any Company-initiated termination.
The company also designated Chief Financial Officer William B. Miller as Interim Principal Executive Officer for SEC purposes, while he continues as principal financial and accounting officer, without additional compensation. At the 2026 Special Meeting, with 41,173,850 shares outstanding as of June 22, 2026, stockholders elected six directors, ratified Sadler, Gibb & Associates, L.L.C. as auditor, approved advisory executive compensation, did not approve the 2025 Equity Incentive Plan, approved the 2026 Equity Incentive Plan, and approved potential adjournment of the meeting.
CEA Industries Inc. director Matthew George Roszak has filed an initial statement of beneficial ownership on Form 3 in connection with his role as a director of the company. The available disclosure lists him as a director and does not report any equity transactions in issuer securities in this submission.
CEA Industries Inc. director Zhang Ling Ella filed an initial Form 3, which is the required statement of beneficial ownership for insiders. The filing shows no reported transactions and no derivative positions, serving mainly to formally register her status as a director of the company.
CEA Industries Inc. director and interim president Alex Odagiu filed an initial Form 3 reporting his existing holdings. The filing shows direct ownership of 4,918 shares of Common Stock, establishing his baseline stake as an insider, with no reported recent purchases or sales.
CEA Industries Inc. filed an amended report to update recent board changes. The company previously disclosed the appointments of Ling “Ella” Zhang, Alex Odagiu and Matthew Roszak to its Board of Directors. At that time, none of the new directors had been assigned to board committees.
On June 29, 2026, the Board created a new CEO Search Committee and appointed Ms. Zhang and Mr. Roszak to this committee, effective immediately. The company notes that additional committee assignments for the new directors will be considered in the ordinary course of its governance practices.
CEA Industries Inc. is calling a virtual special meeting of stockholders on July 22, 2026 to elect six directors and address several key governance and compensation items. Stockholders of record as of June 22, 2026, when 41,173,850 shares of common stock were outstanding, may vote.
Proposals include ratifying Sadler, Gibb & Associates as auditor, an advisory Say on Pay vote, and approval of both the 2025 and 2026 Equity Incentive Plans. The 2025 plan covers 525,000 restricted stock units largely granted in 2025, while the new 2026 plan would authorize 2,400,000 shares, about 5.8% of outstanding stock, for future equity awards.
The Board recommends voting in favor of all proposals, including the authority to adjourn the meeting if more proxies are needed.
CEA Industries Inc. and significant shareholder YZi Labs have entered into a Cooperation Agreement that reshapes the company’s board and governance. YZi Labs beneficially owns 2,150,481 shares, or about 5.07% of the common stock, while Jiajin He holds 2,099,644 shares, or about 4.95%.
The Board will expand to six directors and immediately add three YZi Labs-designated directors, with a mutually agreed independent director to be added within 90 days of June 23, 2026. A CEO Search Committee will be formed within three business days to identify a new chief executive officer by the 2026 special meeting or August 31, 2026.
YZi Labs agrees to terminate its prior consent solicitation, observe standstill and voting commitments in line with the Board’s recommendations, and accept mutual non‑disparagement and releases of claims. Several prior group members now report zero beneficial ownership and are no longer part of a Section 13(d) group.
CEA Industries entered a Cooperation Agreement with YZi Labs Management that ends YZi Labs’ consent solicitation and adds three YZi Labs nominees to the board.
The Board size is increased to six with Ling "Ella" Zhang, Alex Odagiu and Matthew Roszak appointed to serve until the 2026 Annual Meeting. The agreement grants YZi Labs replacement rights while it beneficially owns at least 4.99% of outstanding common stock, creates a CEO Search Committee, and sets a 90-day timeline (subject to extension) to appoint a mutually agreed independent director.