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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): March 13, 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
(Registrants’
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 |
| Preferred
stock purchase rights |
|
N/A |
|
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
8.01 Other Events
On
March 13, 2026, CEA Industries Inc. (the “Company”) received a letter from YZILabs Management Ltd. (“YZi Labs”) that requested
that the Company fix a record date for determining the stockholders entitled to consent to (1) repeal any provision of the Company’s
Amended and Restated Bylaws (the “Bylaws”), in effect at the time such proposal becomes effective, including any amendments
thereto, which were not included in the Bylaws that were in effect and were filed with the Securities and Exchange Commission on July
25, 2025, (2) increase the size of the Board by seven (7) directors to thirteen (13) directors in total pursuant to Article II, Section
.02 of the Bylaws, (3) amend Article II, Section .04 of the Bylaws to clarify and affirm stockholders’ ability to fill vacancies on the
Board, including those resulting from an increase in the size of the Board by the vote or written consent of the Company’s stockholders
or by court order, and (4) elect YZi Labs’ seven (7) nominees: Max S. Baucus, David J. Chapman, Teresa Marie Goody Guillén, Jiajin
“Jane” He, Alex Odagiu, Matthew Roszak and Ling “Ella” Zhang, to serve as directors of the Company. The Board
will review YZi Labs’ letter to evaluate its validity under the Bylaws, and if such letter is valid the Company will disclose the record
date for determining the stockholders entitled to consent to YZi Labs’ proposals.
On
March 13, 2026, the Company issued a press release regarding YZi Labs’ letter, which is filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 13, 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: |
March
16, 2026 |
By: |
/s/
David Namdar |
| |
|
Name: |
David Namdar |
| |
|
Title: |
Chief Executive Officer |
Exhibit
99.1
CEA
Industries Confirms Receipt of Letter Requesting Board Set a Record Date in Connection with YZi Labs’ Consent Solicitation
Board
of Directors will review letter to verify compliance with bylaws
Stockholders
are not required to take any action at this time
LOUISVILLE,
CO, March 13, 2026 – CEA Industries Inc. (Nasdaq: BNC) (“BNC” or the “Company”) has confirmed receipt of
a letter from YZILabs Management Ltd. (“YZi Labs”) requesting that the Company’s Board of Directors (the “Board”)
set a record date in connection with YZi Labs’ consent solicitation (the “Request Letter”).
The
Request Letter is a required step in YZi Labs’ consent solicitation process to add up to seven directors to the Board. Because
the current Board has only six Directors, this would effectively transfer control of the Board to YZi Labs. Such a change of control
without the payment of a control premium is not in the best interests of stockholders.
YZi
Labs’ Request Letter asks the Board to set a date that determines which stockholders are eligible to vote on YZi Labs’ proposals,
including election of its director nominees. Only stockholders who hold shares as of that record date will be entitled to participate
in the consent process.
The
Company issued the following statement regarding the Request Letter:
For
months, YZi Labs has claimed that it desires greater “independent” Board oversight. However, six of YZi Labs’ seven
proposed director nominees are or have been employees of, investors in or advisors to Changpeng Zhao (CZ) and/or his affiliates,
YZi Labs and Binance.
The
Board urges stockholders to consider the potential consequences of transferring effective control of the world’s largest corporate
treasury of BNB to close associates of one of the largest individual holders of BNB. For instance, should they take control of the Board,
YZi Labs’ candidates could cause the Company to buy BNB directly from CZ and his affiliates at inflated prices, approve suboptimal
transactions with parties affiliated with CZ or delay or block transactions that would be beneficial to the Company but do not serve
CZ’s unique interests.
Notwithstanding
YZi Labs’ costly and distracting campaign for control of the Board, the Board remains focused on governing BNC in the best interests
of the Company and all stockholders. The Board will fairly and objectively determine whether to recommend YZi Labs’ candidates
by assessing whether, and to what extent, each candidate would augment the Board’s existing skills, experience, expertise and independent
oversight.
BNC’s
Board is reviewing the Request Letter to confirm that it complies with the Company’s bylaws. If the Board determines that the Request
Letter has been properly submitted, the Board will announce a record date for determining the stockholders entitled to consent in connection
with YZi Labs’ solicitation. The Board will present its recommendation on YZi Labs’ proposals in the Company’s definitive
consent revocation statement that will be filed with the Securities and Exchange Commission (the “SEC”) and mailed to stockholders
eligible to consent.
The
Board remains committed to ensuring that the interests and perspectives of all stockholders are fully considered.
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, and YZi
Labs’ consent solicitation and record date request. 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 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 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
