YZi Labs pushes CEA Industries (BNC) board expansion and new directors

Rhea-AI Filing Summary

YZi Labs Management Ltd. and a group of participants have launched a written consent campaign seeking to expand the Board of Directors of CEA Industries Inc. and elect their own nominees. They have filed a preliminary consent statement and will use a WHITE consent card to solicit stockholders.

YZi Labs Management directly beneficially owns 2,150,481 shares of CEA Industries common stock. It also holds warrants exercisable into 7,750,510 shares under Pre-Funded Warrants, 9,900,991 shares under Stapled Warrants and 3,564,359 shares under Strategic Advisor Warrants, all subject to a 4.99% beneficial ownership limitation. Ms. Jiajin He may be deemed to beneficially own 2,099,644 shares of common stock, including 1,188,120 shares underlying Stapled Warrants, and Mr. Alex Odagiu may be deemed to beneficially own 4,918 shares, while the other named participants currently report no beneficial ownership.

Insights

Corporate governance and activism analyst

YZi Labs is mounting a consent-driven board challenge at CEA Industries.

The disclosure shows YZi Labs Management leading a written consent solicitation to expand the CEA Industries board and elect its nominees, a classic activist move that can reshape control without waiting for an annual meeting.

YZi Labs Management reports 2,150,481 common shares plus large warrant positions that are constrained by a 4.99% beneficial ownership cap. This cap limits how many warrants can be exercised at once, affecting how quickly voting power from those instruments can materialize.

For investors, the key variables are whether stockholders support the proposed board expansion and nominees, and how YZi Labs’ sizeable but ownership-limited warrants influence negotiations. Subsequent proxy and consent materials will detail proposals and arguments from both sides.

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):

☒ No fee required

☐ 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 15, 2026, YZi Labs Management posted the following materials on Linkedin.com

 

Item 2: Also on February 15, 2026, YZi Labs Management posted the following materials on X.com

 

Item 3: On February 16, 2026, Ms. Alex Odagiu 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 action is YZi Labs proposing at CEA Industries (BNC)?

YZi Labs is leading a written consent campaign to expand CEA Industries’ Board of Directors and elect its own nominees. It has filed a preliminary consent statement and plans to solicit stockholders using a WHITE consent card containing detailed proposals and information.

How many CEA Industries shares does YZi Labs Management beneficially own?

YZi Labs Management directly beneficially owns 2,150,481 shares of CEA Industries common stock. In addition, it holds large positions in Pre-Funded, Stapled and Strategic Advisor Warrants that are exercisable into further common shares, subject to a 4.99% beneficial ownership cap.

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

YZi Labs Management holds CEA Industries warrants for 7,750,510 shares under Pre-Funded Warrants, 9,900,991 shares under Stapled Warrants and 3,564,359 shares under Strategic Advisor Warrants. These instruments together represent significant potential equity exposure if and when they become exercisable within ownership limits.

What is the 4.99% beneficial ownership limitation mentioned for CEA Industries?

The Pre-Funded, Stapled and Strategic Advisor Warrants limit exercises so the holder and certain affiliates are not deemed to beneficially own more than 4.99% of CEA Industries’ outstanding common shares. This provision constrains warrant exercises even though the underlying share amounts are substantial.

Which individuals are participants in YZi Labs’ consent solicitation at CEA Industries (BNC)?

Participants 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. Some are nominees and/or beneficial owners, while others currently report no CEA Industries share ownership.

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

YZi Labs’ consent statement and related WHITE consent card will be available free on the SEC’s website at http://www.sec.gov. The participants in the solicitation also plan to provide copies of the consent statement without charge to stockholders upon request once available.