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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 23, 2026
CEA
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41266 |
|
27-3911608 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
385
South Pierce Avenue, Suite C
Louisville,
Colorado 80027
(Address
of principal executive office) (Zip Code)
(303)
993-5271
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.00001 |
|
BNC |
|
Nasdaq
Capital Market |
| Warrants
to purchase Common Stock |
|
BNCWW |
|
Nasdaq
Capital Market |
| Warrants
to purchase Common Stock |
|
BNCWZ |
|
Nasdaq
Capital Market |
| Preferred
stock purchase rights |
|
- |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Cooperation
Agreement with YZi Labs
On
June 23, 2026 (the “Effective Date”), CEA Industries Inc. (the “Company”) entered
into a Cooperation Agreement (the “Cooperation Agreement”) with YZILabs Management Ltd. (“YZi Labs”),
holder of 2,150,481 shares of the Company’s common stock and warrants to purchase an additional 21,215,860 shares of common stock,
subject to the terms and conditions contained therein.
Pursuant
to the Cooperation Agreement, YZi Labs has agreed, within one business day of the Effective Date, to take all actions necessary or appropriate
to terminate its consent solicitation with respect to the Company, withdraw certain legal materials submitted relating thereto and make
all necessary filings with the Securities and Exchange Commission (the “SEC”) with respect to the foregoing.
Effective
immediately following the Cooperation Agreement’s execution and delivery by the parties, the Company agreed to increase
the size of the Board of Directors of the Company (the “Board”) to six directors and appoint Ling “Ella”
Zhang, Alex Odagiu and Matthew Roszak (collectively, the “YZi Labs Directors”) to the Board, in each case to
serve until the Company’s 2026 Special Meeting in lieu of Annual Meetings (the “2026 Annual Meeting”)
and until his or her successor is duly elected and qualified. So long as YZi Labs beneficially owns at least 4.99% of the then-outstanding
shares of common stock, subject to the terms of the Cooperation Agreement, YZi Labs will have customary replacement rights with respect
to the YZi Labs Directors.
The
Company and YZi Labs also agreed that, following the appointment of the YZi Labs Directors, the members of the Board and YZi Labs will
promptly engage in discussions about the Board’s composition and, as promptly as practicable following such discussions but in
any event by no later than ninety days after the Effective Date (subject to extension as set forth in the Cooperation Agreement), the
Board will increase the size of the Board by one director and appoint a new independent director to be mutually agreeable to the Continuing
Directors (as defined in the Cooperation Agreement) and YZi Labs (the “Mutual Director” and, together with
the YZi Labs Directors, the “New Directors”) to the Board.
The
Board also agreed to, within three business days of the Effective Date, take all action necessary to form a Chief Executive Officer Search
Committee (the “CEO Search Committee”) for the purpose of conducting a search to identify candidates, and otherwise
assisting the Board in selecting, the Company’s next chief executive officer (the “New CEO”) as promptly
as practicable and in any event by the earlier of the 2026 Annual Meeting and August 31, 2026. The CEO Search Committee will consist
of (i) the Mutual Director (upon his or her appointment), (ii) two of the YZi Labs Directors and (iii) two of the Continuing Directors,
with the Mutual Director serving as chair (with a YZi Labs Director serving as interim chair prior to his or her appointment). The appointment
of the new CEO will require, in addition to the approval of a majority of the then-serving members of the Board, the approval
of at least one YZi Labs Director and at least one Continuing Director, subject to the exceptions set forth in the Cooperation Agreement.
The
Cooperation Agreement also provides that, during
the period from the Effective Date until at least the appointment of the New CEO, Mr. Odagiu shall serve as Interim President of the
Company reporting directly to the Board, subject to removal by the Board for cause, with responsibilities to be determined by the Board following the execution and delivery of the Cooperation Agreement and as previously approved by YZi Labs.
The
Cooperation Agreement further provides, among other things, that:
| ● | The
size of the Board will be limited to seven directors during the term of the Cooperation Agreement;
however, if the New CEO is not already a director, the Board size may be increased to nine
directors in order to appoint the New CEO and an additional candidate recommended by YZi
Labs who is reasonably acceptable to the Continuing Directors; |
| ● | The
Company will include the New Directors in the Company’s slate of director nominees
for each meeting of stockholders at which director candidates are to be elected during
the term of the Cooperation Agreement (and to include the Continuing Directors in the slate
for the 2026 Annual Meeting) and to solicit proxies in favor of the election of, and otherwise
support the election of, such directors on the same basis as the Company’s other nominees
for election at such meeting; |
| ● | During
the term of the Cooperation Agreement, YZi Labs and certain restricted persons will be subject
to customary standstill restrictions relating to, among other things, acquisitions of the
Company’s common stock, director nominations, proxy contests, other activist campaigns,
unsolicited takeover bids and related matters; |
| ● | During
the term of the Cooperation Agreement, YZi Labs has agreed to vote all voting securities
that it and its affiliates have the right to vote at any annual or special meeting of stockholders
(and in any action by written consent) in accordance with the Board’s recommendations,
subject to certain exceptions; |
| ● | Each
of the parties has agreed to customary mutual non-disparagement provisions prohibiting public
or private statements that would disparage or otherwise reflect detrimentally on the other
party and certain representatives, subject to certain exceptions, including as required by
law; |
| ● | Each
of the parties has agreed to a mutual release of claims arising out of events occurring prior
to the Effective Date, and during the term of the Cooperation Agreement, each of the
parties has agreed not to encourage, pursue or assist in any litigation against the other
party or its affiliates, associates or certain representatives, subject to certain exceptions,
including for enforcement of the Cooperation Agreement and claims of fraud; and |
| ● | The
Cooperation Agreement will terminate upon the earlier of (i) the date that is one month before
the last day upon which nominations of candidates for election as a director to the Board
may be made pursuant to the Company’s bylaws (the “Nomination Deadline”)
with respect to the Company’s 2029 annual meeting of stockholders and (ii) 120 days
prior to the third anniversary of the 2026 Annual Meeting; provided that the Cooperation
Agreement will terminate (a) one month before the Nomination Deadline with respect to the
Company’s 2027 annual meeting of stockholders if the Company has not notified YZi Labs
that a majority of the members of the Board other than the YZi Labs Directors have
irrevocably offered to renominate each of the then serving YZi Labs Directors for election
at the Company’s 2027 annual meeting of stockholders and (b) one month before the Nomination
Deadline with respect to the Company’s 2028 annual meeting of stockholders unless (x)
the Company has notified YZi Labs that a majority of the members of the Board other than
the YZi Labs Directors have irrevocably offered to renominate each of the then serving YZi
Labs Directors for election at the Company’s 2028 annual meeting of stockholders and
(y) a majority of such YZi Labs Directors consent to such renomination. |
The
foregoing summary of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the
full text of the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
A
copy of the press release issued by the Company and YZi Labs on June 23, 2026 announcing the execution of the Cooperation Agreement and
related matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Resignation
of Nicholas J. Etten from the Board
As
previously reported in a Current Report on Form 8-K filed by the Company on June 16, 2026, Nicholas J. Etten tendered his resignation
as a director of the Board and as a member of any committees thereof on which he served, which resignation became effective as of immediately
following execution and delivery of the Cooperation Agreement.
Appointment
of YZi Labs Directors to the Board
On
June 23, 2026, effective as of immediately following
the execution and delivery of the Cooperation Agreement by the parties, the Board increased the size of the Board to six directors and
appointed Ms. Ling “Ella” Zhang, Mr. Alex Odagiu and Mr. Matthew Roszak to the Board, each to serve until the Company’s
2026 Annual Meeting and until his or her successor is duly elected and qualified. The Board also determined that Mr. Roszak is an independent
director under the listing rules of The Nasdaq Stock Market.
Except
for the Cooperation Agreement, there are no arrangements or understandings between any of Ms. Zhang, Mr. Odagiu, or Mr. Roszak pursuant
to which they were elected as a director. There are no transactions in which Mr. Roszak has an interest requiring disclosure under Item
404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August
5, 2025, the Company entered into a strategic advisor agreement with YZi Labs, where Ms. Zhang is Managing Partner and Head and Mr. Odagiu
is an Investment Partner, pursuant to which the Company issued to YZi Labs strategic advisor warrants to purchase an aggregate of 3,564,359
shares of Common Stock with an exercise price of $0.00001 per share (the “Strategic Advisor Warrants”) as compensation
for services under such agreement. Ms. Zhang and Mr. Roszak will receive the standard compensation paid to the Company’s outside
directors, which may include cash retainers, equity awards and cash compensation. Mr. Odagiu’s compensation in connection with
his role as Interim President and director will be subsequently disclosed. The Company intends to enter into customary indemnification
agreements with the YZi Labs Directors in connection with their appointments. As of the date hereof, the Board has not appointed the
YZi Labs Directors to any committees.
Ling
“Ella” Zhang, age 44, has served as Managing Partner and Head of YZi Labs, an investment firm focused on the digital asset,
blockchain, Web3, AI, and biotech sectors, since January 2025. Ms. Zhang has also served as President of Shop Social, Inc. (Trendsi),
an AI-powered supply chain and fashion B2B platform, since January 2025, and where she previously served as Co-Founder and Chief Executive
Officer from 2020 to December 2024. Previously, Ms. Zhang served as Founder of Binance Labs, the former venture arm of Binance, the world’s
leading crypto exchange, and the predecessor to YZi Labs, from 2018 to 2019. Prior to that, Ms. Zhang served as Co-Founder and a member
of the board of directors of Chengdu Xiaoduo Technology, an AI-powered customer service and enterprise automation solutions company,
from 2014 to 2020. Earlier in her career, Ms. Zhang served as an Investment Principal of Kleiner Perkins Caufield & Byers (n/k/a
Kleiner Perkins), a leading venture capital firm focused on incubation, early stage and growth companies, from 2010 to 2015; a Key Account
Manager at Google Inc., a global technology company, from 2008 to 2010; and a Senior Marketing Manager of Tencent Holdings Limited, an
internet and technology company where she was the founding member of Tencent e-commerce, from 2005 to 2008. Ms. Zhang received a B.S.E.E
in Electrical and Electronics Engineering from the University of Electronic Science and Technology of China and an M.B.A. from Stanford
University Graduate School of Business.
Alex
Odagiu, age 35, has served as an Investment Partner of YZi Labs, an investment firm focused on the digital asset, blockchain, Web3, AI,
and biotech sectors, since September 2025, where he identifies and evaluates high-potential investment opportunities, conducts due diligence,
structure deals, and presents recommendations, provides strategic guidance to portfolio companies on scaling, fundraising, and operations,
and builds relationships with founders, investors, and partners. Mr. Odagiu previously served as an Investment Director of YZi Labs from
January 2022 to September 2025, as well as an Investment Manager from September 2021 to December 2021. Prior to that, Mr. Odagiu served
as an Associate at Letterone Technology (UK) LLP, an affiliate of Letterone Investment Holdings SA, an investment firm focused on the
technology sector, from 2019 to January 2021. Mr. Odagiu began his career at Goldman Sachs International, an affiliate of The Goldman
Sachs Group, Inc. (NYSE: GS), a multinational investment bank and financial services company, where he served in the Investment Banking
Division as an Associate from 2016 to 2018, as well as an Analyst from 2014 to 2016. Mr. Odagiu received an M.A. (Hons) in Economics
and Mathematics from the University of St Andrews.
Matthew
Roszak, age 53, has served as a Co-Founder and Chairman of each of Bloq, Inc., a blockchain infrastructure and enterprise technology
company, since December 2015, as well as Hemi Labs, Inc., a Bitcoin DeFi and programmability platform, since February 2024. Mr. Roszak
also currently serves as the Founding Partner of Tally Capital, LLC, a private investment firm focused on crypto, AI, and biotech, since
June 2014, and as a General Partner of Off The Chain Capital, LLC, a digital asset investment fund, since August 2019. In addition, Mr.
Roszak currently serves as the Chairman of the Advisory Board of The Digital Chamber, a global blockchain trade association, since June
2014. Mr. Roszak previously served as a member of the board of directors of 180 Connect, Inc. (formerly TSX: NCT.U), a national provider
of digital integration and satellite installation services, from 2002 to 2006. Mr. Roszak received a B.A. in Economics from Lake Forest
College.
Appointment
of Alex Odagiu as Interim President
On
June 23, 2026, effective immediately following the execution and delivery of the Cooperation Agreement, the Board appointed
Alex Odagiu as the Interim President of the Company. In accordance with the Cooperation Agreement, Mr. Odagiu will report
directly to the Board, subject to removal by the Board for cause, and will have the responsibilities determined by the Board and
approved by YZi Labs.
There
are no family relationships between Mr. Odagiu and any director or executive officer of the Company and no transactions involving Mr.
Odagiu and the Company that would be reportable under Item 404(a) of Regulation S-K under the Exchange Act, except for the Strategic
Advisor Warrants issued to YZi Labs as reported above under “Appointment of YZi Labs Directors to the Board”.
Mr. Odagiu was selected as Interim President of the Company pursuant to the Cooperation Agreement.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 23, 2026, the Board adopted Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”)
to provide that the president of the Company shall have the powers and duties as may be assigned by the Board. The foregoing summary
of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of
the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
8.01 Other Events.
The
Board has fixed the date of the Special Meeting in Lieu of Annual Meetings (the “2026 Annual Meeting”) as July
22, 2026. The 2026 Annual Meeting will be held via remote communication.
Because
the date of the 2026 Annual Meeting has been changed by more than 30 days from the first anniversary of the Company’s last annual
meeting of stockholders, the Board has set a new deadline for the receipt of any stockholder proposals submitted for the 2026 Annual
Meeting, and any previously disclosed deadline for the submission of stockholder proposals is no longer applicable. If a stockholder
desires to present a proposal for inclusion in the Company’s proxy statement for the 2026 Annual Meeting, the proposal must be
submitted in writing to us for receipt not later than June 29, 2026. Additionally, to be included in the Company’s proxy materials,
proposals must comply with the proxy rules relating to stockholder proposals, in particular Rule 14a-8 under the Exchange Act.
Stockholders
who wish to raise a proposal for consideration at the 2026 Annual Meeting, but who do not wish to submit a proposal for inclusion in
the Company’s proxy materials pursuant to Rule 14a-8, should comply with the Company’s bylaws and deliver to the Company
a copy of their proposal no later than July 4, 2026. Stockholders who intend to solicit proxies in support of director nominees other
than the Board’s nominees must provide the Company with the information required by Rule 14a-19(b) under the Exchange Act in addition
to complying with the requirements of the Company’s bylaws. If a stockholder fails to timely provide such notice, the respective
proposal need not be addressed in the Company’s proxy materials and the proxies may exercise their discretionary voting authority
if the proposal is raised at the 2026 Annual Meeting. In either case, proposals should be sent to CEA Industries Inc., 385 South Pierce
Avenue, Suite C, Louisville, Colorado 80027 with attention to our Secretary.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Bylaws, dated June 23, 2026 |
| 10.1 |
|
Cooperation Agreement, dated June 23, 2026, by and between CEA Industries Inc. and YZILabs Management Ltd. |
| 99.1 |
|
Press Release, dated June 23, 2026 |
| 104.1 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
|
CEA
Industries Inc. |
| |
|
|
|
| Dated: |
June
24, 2026 |
By: |
/s/
David Namdar |
| |
|
Name: |
David
Namdar |
| |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
YZi
Labs and CEA Industries Reach Cooperation Agreement
to
Strengthen BNC Governance
YZi
Labs to End Consent Solicitation Following Governance and Leadership Agreement
Board
Appoints Ella Zhang, Alex Odagiu, Matthew Roszak, bringing additional Digital Asset Industry Expertise and BNB Ecosystem Insight
to Support Long-Term Stockholder Value
Company
to Form CEO Search Committee and Appoints YZi Labs Partner Alex Odagiu as Interim President
LOUISVILLE,
CO - June 23, 2026 — CEA Industries Inc. (Nasdaq: BNC) (“BNC” or the “Company”), a growth-oriented company
focused on managing the world’s largest corporate treasury of BNB, and YZILabs Management Ltd. (“YZi Labs”) today announced
that they have entered into a cooperation agreement dated June 23, 2026.
Highlights
of the cooperation agreement include:
-
Board Composition: The Board has appointed Ella Zhang, Alex Odagiu and Matthew Roszak as directors of the
Company effectively immediately. The new directors have joined BNC’s existing Board members, Carly E. Howard, Annemarie Tierney
and Glenn Tyranski. BNC and YZi Labs will jointly search for an additional independent director with extensive digital assets, capital
markets and public company governance experience.
-
CEO Search and Interim President: The Board will form a Chief Executive Officer Search Committee, with a focus on candidates with
significant public company and digital asset experience. Alex Odagiu will join the BNC executive team as Interim President, reporting
directly to the Board, until at least the appointment of the new Chief Executive Officer. As previously announced, David Namdar will
continue to serve in his role as Chief Executive Officer during this transition period.
-
Termination of Proxy Contest: YZi Labs has agreed to terminate its consent solicitation, and withdraw related books and records
demands and record date requests. YZi Labs has also agreed to adhere to other long-term customary voting commitments and standstill provisions.
“Today’s
agreement between the Board and YZi Labs reflects the kind of constructive, forward-looking collaboration that creates real value for
BNC and its stockholders,” said Carly E. Howard, Chair of the Board of CEA Industries. “Ella, Alex and Matt bring
deep, directly relevant experience across the BNB ecosystem, digital asset investing, venture building and institutional capital markets,
and we look forward to working with them and YZi Labs to support long-term stockholder value.”
“The
next generation of digital asset treasury companies will not be defined only by what they hold, but by how thoughtfully they govern,
allocate and build around those assets,” said Ella Zhang, Managing Partner and Head of YZi Labs. “BNB is compelling
because its value is tied to utility: it powers transaction fees, network participation, applications, liquidity and economic activity
across one of the world’s most active blockchain ecosystems. For BNC, the opportunity is to translate that exposure into an institutional
platform with transparency, discipline and long-term alignment. That is the work we are excited to help advance with BNC’s Board.”
Incoming
Interim President Alex Odagiu remarked, “Joining BNC at this critical time for the future of the Company and the BNB Chain is
a welcome opportunity. BNB Chain sits at the center of a rapidly expanding digital economy spanning decentralized finance, payments,
stablecoins, tokenized assets, AI-native applications and agentic finance, and BNC can serve as a public-market vehicle for disciplined,
transparent exposure to that ecosystem.”
BNC’s
Board of Directors and YZi Labs believe that a reconstituted and expanded Board, a long-term commitment from our largest shareholder
and founder of the BNB Chain, and a transparent structure for selecting long-term executive leadership, positions the Company to better
execute against that vision and build a differentiated platform at the intersection of public capital markets and the future of finance.
The
full cooperation agreement will be filed with the SEC as an exhibit to the Company’s Form 8-K and to YZi Labs’ Schedule 13D
amendment.
About
the New Directors
Ella
Zhang brings venture-building, digital asset investing and global technology leadership experience to the Board. She is Managing Partner
and Head of YZi Labs and was the founding head of Binance Labs. A Stanford GSB graduate and former Kleiner Perkins investor, Ms. Zhang
has also held leadership roles at Google and Tencent and has firsthand founder experience building AI-enabled companies. Her background
combines Silicon Valley venture discipline, Asia market insight and operating experience across emerging technology sectors.
Alex
Odagiu brings BNB ecosystem, digital asset investing and institutional finance experience to the Board. As an Investment Partner at YZi
Labs, he helps lead token, equity and strategic investments and has worked closely with founders across the BNB Chain ecosystem, including
through the Most Valuable Builder accelerator program. Earlier in his career, Mr. Odagiu worked in investment banking at Goldman Sachs
International. He holds an M.A. (Hons) in Economics and Mathematics from the University of St Andrews.
Matthew
Roszak brings decades of blockchain infrastructure, venture investing and digital asset policy experience to the Board. He is Co-Founder
and Chairman of Bloq, and Founding Partner of Tally Capital, which has backed leading blockchain and digital asset companies. He also
serves as Chairman of the Advisory Board of The Digital Chamber. Mr. Roszak’s experience spans blockchain infrastructure, institutional
adoption, digital asset policy, governance and early-stage Web3 company building.
Annual
Stockholder Meeting
CEA
Industries’ 2026 Annual Stockholder Meeting will be held on July 22, 2026. Stockholders of record as of the close of business on
the record date established by the Board of Directors will be entitled to receive notice of and vote at the Annual Meeting.
Additional
information regarding the Annual Meeting, including the matters to be considered and voting procedures, will be provided in the Company’s
proxy materials to be filed with the U.S. Securities and Exchange Commission.
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.
About
YZi Labs
YZILabs
Management Ltd. is a global investment firm managing over $10 billion in assets, investing across Web3, AI, and biotech. YZi Labs is
committed to strategic, transparent, and high-governance participation in the digital asset ecosystem — advancing best-in-class
oversight, operational integrity, and long-term shareholder alignment in all investment partnerships.
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. 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, including 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. 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 are qualified in their entirety by cautionary statements and risk factor disclosures
contained in BNC’s filings with the SEC. 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.
Contacts
CEA
Industries Media Inquiries:
Edelman
Smithfield
CEA@edelmansmithfield.com
CEA
Industries Investor Relations:
james@haydenir.com
YZi
Labs Media Contact:
media@yzilabs.com
