YZi Labs targets CEA Industries (BNC) board with written consent push

Rhea-AI Filing Summary

YZi Labs Management Ltd. and associated participants have launched a consent solicitation aimed at changing the leadership of CEA Industries Inc.. They have filed a preliminary consent statement and are using a WHITE consent card to seek stockholder written consents to expand the Board of Directors and elect their own nominees.

YZi Labs Management directly beneficially owns 2,150,481 shares of CEA common stock and holds additional Pre-Funded, Stapled and Strategic Advisor Warrants subject to a 4.99% Beneficial Ownership Limitation, which currently prevents exercise for at least 60 days. Other participants include Changpeng Zhao, who may be deemed to beneficially own YZi Labs Management’s common shares, and Jiajin He and Alex Odagiu, who are disclosed as beneficial owners of specified common stock amounts and warrants.

Insights

Corporate governance and activism analyst

Consent solicitation seeks board expansion and new directors at CEA Industries.

The disclosure shows YZi Labs Management organizing a consent solicitation to expand the CEA Industries board and elect its preferred nominees. This is a governance-focused initiative, not an operational or financial transaction, but it could influence future corporate strategy if successful.

YZi Labs Management reports 2,150,481 CEA common shares plus several warrant series that are constrained by a 4.99% Beneficial Ownership Limitation, so its current voting power is defined mainly by common stock. Any impact will depend on how many stockholders support the WHITE consent card once materials become available.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under Rule 14a-12

CEA INDUSTRIES INC.

(Name of Registrant as Specified in Its Charter)

YZILABS MANAGEMENT LTD.

CHANGPENG ZHAO

MAX S. BAUCUS

DAVID J. CHAPMAN

TERESA MARIE GOODY GUILLÉN

JIAJIN “JANE” HE

ALEX ODAGIU

MATTHEW ROSZAK

LING “ELLA” ZHANG

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein, has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission (the “SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain persons nominated for election to the Board.

Item 1: On February 13, 2026, Mr. Alex Odagiu posted the following materials on Linkedin.com

Item 2: Also on February 13, 2026, Mr. Alex Odagiu posted the following materials on X.com

 

Item 3: Also on February 13, 2026, Ms. Ling (Ella) Zhang posted the following materials on X.com

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein (collectively, “YZi Labs”), has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission (“SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain persons nominated for election to the Board.

YZI LABS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS, INCLUDING A WHITE CONSENT CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the consent solicitation are expected to be YZi Labs Management, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak and Ling Zhang (collectively, the “Participants”).

As of the date hereof, YZi Labs Management directly beneficially owns 2,150,481 shares of common stock, par value $0.00001 per share (the “Common Stock”). As of the date hereof, YZi Labs Management holds (i) 7,750,510 shares of Common Stock underlying certain Pre-Funded Warrants (the “Pre-Funded Warrants”), (ii) 9,900,991 shares of Common Stock underlying certain Stapled Warrants (the “Stapled Warrants”) and (iii) 3,564,359 shares of Common Stock underlying certain Strategic Advisor Warrants (the “Strategic Advisor Warrants”). Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide that, or the holder has elected that, the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the Company’s then outstanding shares of Common Stock (the “Beneficial Ownership Limitations”). As of the date hereof, none of YZi Labs Management’s Pre-Funded Warrants, Stapled Warrants or Strategic Advisor Warrants are currently exercisable, and are not expected within 60 days to be exercisable due to the Beneficial Ownership Limitations. Mr. Zhao, as the sole director of YZi Labs Management, may be deemed the beneficial owner of the 2,150,481 shares of Common Stock directly owned by YZi Labs. As of the date hereof, Ms. He may be deemed to beneficially own 2,099,644 shares of Common Stock, including 1,188,120 shares of Common Stock underlying certain Stapled Warrants, and Mr. Odagiu may be deemed to beneficially own 4,918 shares of Common Stock. As of the date hereof, each of Messrs. Baucus, Chapman and Roszak, and Msses. Goody Guillen and Zhang do not beneficially own any shares of Common Stock.

FAQ

What is YZi Labs Management seeking to change at CEA Industries (BNC)?

YZi Labs Management is soliciting written consents to expand CEA Industries’ Board of Directors and elect its own nominees. It has filed a preliminary consent statement and is distributing a WHITE consent card for stockholders to support these proposed governance changes.

How many CEA Industries shares does YZi Labs Management report owning?

YZi Labs Management reports directly beneficially owning 2,150,481 shares of CEA Industries common stock. It also holds multiple warrant series for additional common shares, although these warrants are currently subject to a 4.99% Beneficial Ownership Limitation on exercisability.

What warrant positions related to CEA Industries does YZi Labs Management hold?

YZi Labs Management holds Pre-Funded Warrants for 7,750,510 shares, Stapled Warrants for 9,900,991 shares, and Strategic Advisor Warrants for 3,564,359 shares of CEA common stock. All are currently constrained by a 4.99% Beneficial Ownership Limitation on exercise.

What is the 4.99% Beneficial Ownership Limitation mentioned for CEA Industries warrants?

The 4.99% Beneficial Ownership Limitation prevents the warrant holder and certain affiliates from exercising warrants if it would cause them to beneficially own more than 4.99% of CEA’s outstanding common shares, as determined under Section 13(d) of the Exchange Act.

Who are the participants in the YZi Labs consent solicitation at CEA Industries?

Participants are expected to include YZi Labs Management, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak and Ling Zhang. Their names and respective beneficial ownership positions are identified in the consent materials.

Where can CEA Industries stockholders access the YZi Labs consent materials?

The consent statement and related materials, including the WHITE consent card, will be available at no charge on the SEC’s website at http://www.sec.gov. The participants will also provide copies of the consent statement without charge upon request once available.