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

Rhea-AI Filing Summary

YZi Labs Management Ltd. has launched a consent solicitation seeking written approvals from CEA Industries Inc. stockholders to expand the Board of Directors and elect its nominated candidates. This effort is supported by several participants, including Changpeng Zhao, Max Baucus Sieben and others.

YZi Labs Management directly beneficially owns 2,150,481 shares of CEA Industries common stock. It also holds warrants currently linked to 7,750,510 pre-funded shares, 9,900,991 stapled warrant shares and 3,564,359 strategic advisor warrant shares, all subject to a 4.99% beneficial ownership limitation that makes these warrants non-exercisable at this time.

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. )

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Filed by a Party other than the Registrant ☒

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☐ 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)

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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 12, 2026, YZi Labs Management posted the following materials on Linkedin.com

Item 2: Also on February 12, 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 at CEA Industries Inc. (BNC)?

YZi Labs Management is seeking stockholder written consents to expand CEA Industries’ Board of Directors and elect its own nominees. This is a governance-focused campaign intended to reshape board composition through a consent solicitation process instead of a traditional stockholder meeting.

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. This ownership stake underpins its consent solicitation and gives it a meaningful position as it seeks support from other stockholders for board changes.

What additional CEA Industries securities does YZi Labs Management hold?

YZi Labs Management also holds warrants linked to 7,750,510 pre-funded shares, 9,900,991 stapled warrant shares and 3,564,359 strategic advisor warrant shares. These instruments represent potential future equity exposure, subject to specific beneficial ownership limits.

Why are YZi Labs Management’s CEA Industries warrants not currently exercisable?

The warrants are subject to a 4.99% beneficial ownership limitation, which prevents exercise if it would cause YZi Labs Management and certain affiliates to own over 4.99% of outstanding shares. Because of this cap, the warrants are not currently exercisable.

Who are the key participants supporting YZi Labs at CEA Industries (BNC)?

The 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. Together, they are coordinating the consent solicitation for board changes.

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

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