YZi Labs launches consent push to expand CEA board (BNC)

Rhea-AI Filing Summary

YZi Labs Management and affiliated participants have filed a preliminary consent statement and a WHITE consent card to solicit written stockholder consents to expand the Board of Directors of CEA Industries Inc. and elect nominated directors.

The filing lists the Participants by name and discloses that YZi Labs Management directly beneficially owns 2,150,481 shares of Common Stock and holds warrants exercisable into 7,750,510 Pre-Funded Warrant shares, 9,900,991 Stapled Warrant shares, and 3,564,359 Strategic Advisor Warrant shares. Those warrants are subject to a Beneficial Ownership Limitation that caps exercise to 4.99%, and the filing states the warrants are not currently exercisable and are not expected to be exercisable within 60 days.

Insights

Corporate Governance Analyst

Proxy solicitation seeks board expansion and director elections by a listed participant group.

YZi Labs Management has filed a preliminary consent solicitation to expand the board and elect nominees, signalling an activist governance effort. The submission identifies the Participants and quantifies direct holdings and warrants that could convert into common shares, subject to a 4.99% Beneficial Ownership Limitation.

The exercise limitation and the filing’s statement that warrants are not exercisable within 60 days are critical qualifiers. Subsequent disclosures will state timing, solicitation mechanics, and any stockholder responses; cash‑flow treatment and total outstanding shares are not provided in the excerpt.

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 March 11, 2026, Mr. Alex Odagiu posted the following content 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 seeking in the CEA Industries (BNC) proxy filing?

YZi Labs seeks written stockholder consents to expand the Board and elect nominated directors. The filing is a preliminary consent solicitation using a WHITE consent card and identifies Participants and proposed nominees.

How many shares does YZi Labs Management directly own according to the filing?

YZi Labs Management directly beneficially owns 2,150,481 shares of Common Stock. The filing lists this direct ownership amount as of the date of the preliminary consent statement.

What warrants and potential conversion amounts are disclosed by YZi Labs?

The filing discloses warrants underlying 7,750,510 Pre-Funded Warrant shares, 9,900,991 Stapled Warrant shares, and 3,564,359 Strategic Advisor Warrant shares. These figures are stated as underlying shares in the consent filing.

Are the warrants exercisable immediately under the filing?

No. The filing states none of the Pre-Funded, Stapled, or Strategic Advisor Warrants are currently exercisable and they are not expected to be exercisable within 60 days due to Beneficial Ownership Limitations.

What is the Beneficial Ownership Limitation described in the consent statement?

The warrant instruments or elections restrict exercise so the holder and certain affiliates would not beneficially own more than 4.99% of the Company’s outstanding common shares, per the filing.