Major holder buys 7.6M CEA Industries shares
Ten-percent owner YZiLabs exercised low-priced warrants and increased its common share stake in CEA Industries while retaining sizable Stapled Warrant positions.
Rhea-AI Filing Summary
CEA Industries Inc. (BNC) reported that major shareholder YZiLabs Management Ltd. exercised derivative securities into common stock on September 17, 2026. YZiLabs exercised 2,180,631 Strategic Advisor Warrants and 5,418,633 Pre-Funded Warrants, receiving the same number of common shares at an exercise price of $0.00001 per share. The corresponding warrant positions were reduced, leaving 1,383,728 Strategic Advisor Warrants and 2,331,877 Pre-Funded Warrants outstanding. YZiLabs also continues to hold Stapled Warrants over 9,900,991 underlying shares at an exercise price of $15.15 per share. The company agreed on September 17, 2026 to waive the usual 61‑day notice period for increasing certain warrant Beneficial Ownership Limitations. No Rule 10b5‑1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
7,599,264 shares exercised/converted
Exercise
5 txns
Insider
YZILabs Management Ltd.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| In-the-Money Exercise | Strategic Advisor Warrants F1, F4, F5, F2, F3 | 2,180,631 | -- | -- |
| In-the-Money Exercise | Pre-Funded Warrants F1, F6, F5, F2, F3 | 5,418,633 | -- | -- |
| In-the-Money Exercise | Common Stock, par value $0.00001 per share F1, F2, F3 | 2,180,631 | -- | -- |
| In-the-Money Exercise | Common Stock, par value $0.00001 per share F1, F2, F3 | 5,418,633 | -- | -- |
| holding | Stapled Warrants F7, F5, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Strategic Advisor Warrants — 1,383,728 contracts (Direct);
Pre-Funded Warrants — 2,331,877 contracts (Direct);
Common Stock, par value $0.00001 per share — 9,749,745 shares (Direct);
Stapled Warrants — 9,900,991 contracts (Direct)
Footnotes (7)
- F1. The exercise price is $0.00001 per share.
- F2. This Form 4 is filed jointly by YZiLabs Management Ltd, a British Virgin Islands business company ("YZi Labs") and Changpeng Zhao ("Mr. Zhao"), a citizen of the United Arab Emirates (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F3. Securities beneficially owned by YZi Labs. As the sole director of YZi Labs, Mr. Zhao may be deemed to beneficially own the securities beneficially owned directly by YZi Labs.
- F4. The Strategic Advisor Warrants are immediately exercisable at an exercise price equal to $0.00001 per share and may be exercised at any point on or prior to 5:00 p.m. on August 5, 2030, subject to the SAW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Strategic Advisor Warrants, the holder may increase or decrease the SAW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 9.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Strategic Advisor Warrants is 9.99% of the Issuer's then outstanding shares of Common Stock (the "SAW Beneficial Ownership Limitation"). On September 17, YZi Labs exercised 2,180,631 Strategic Advisor Warrants, representing 2,180,631 shares of Common Stock, at an exercise price of $0.00001 per share.
- F5. Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide, 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 Exchange Act, more than a certain percentage of the Issuer's then outstanding shares of common stock (the "Beneficial Ownership Limitations"), as adjusted pursuant to the terms of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants. On September 17, 2026, the Issuer agreed to waive the required 61 days' notice period to the Issuer with respect to an increase in the Beneficial Ownership Limitations under the terms of each of the Pre-Funded Warrants and the Strategic Advisor Warrants held by YZi Labs.
- F6. The Pre-Funded Warrants are immediately exercisable at an initial exercise price equal to $0.00001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject to the PFW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Pre-Funded Warrants, the holder may increase or decrease the PFW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 19.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Pre-Funded Warrants is 19.99% of the Issuer's then outstanding shares of Common Stock (the "PFW Beneficial Ownership Limitation"). On September 17, 2026, YZi Labs exercised 5,418,633 Pre-Funded Warrants, representing 5,418,633 shares of Common Stock, at an exercise price of $0.00001 per share.
- F7. The Stapled Warrants are immediately exercisable at an initial exercise price equal to $15.15 per Share and may be exercised at any time on or prior to 5:00 p.m. on June 28, 2028, subject to the SW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Stapled Warrants, the holder may increase or decrease the SW Beneficial Ownership Limitation upon 61 days' notice to the Issuer to any other percentage specified in the notice. As of the date hereof, the Beneficial Ownership Limitation under the Stapled Warrants is 4.99% of the Issuer's then outstanding shares of Common Stock (the "SW Beneficial Ownership Limitation").
Key Figures
Strategic Advisor Warrants exercised: 2,180,631 warrants / shares
Pre-Funded Warrants exercised: 5,418,633 warrants / shares
Total common shares acquired: 7,599,264 shares
+5 more
8 metrics
Strategic Advisor Warrants exercised
2,180,631 warrants / shares
Exercised by YZiLabs on September 17, 2026
Pre-Funded Warrants exercised
5,418,633 warrants / shares
Exercised by YZiLabs on September 17, 2026
Total common shares acquired
7,599,264 shares
Shares issued on exercise of Strategic Advisor and Pre-Funded Warrants
Exercise price of Strategic Advisor and Pre-Funded Warrants
$0.00001 per share
Stated in warrant terms and footnotes
Remaining Strategic Advisor Warrants
1,383,728 warrants
Warrants held by YZiLabs after the reported exercise
Remaining Pre-Funded Warrants
2,331,877 warrants
Warrants held by YZiLabs after the reported exercise
Stapled Warrants underlying shares
9,900,991 shares
Underlying CEA Industries common stock for Stapled Warrants held by YZiLabs
Stapled Warrants exercise price
$15.15 per share
Initial exercise price, exercisable until June 28, 2028
Key Terms
Pre-Funded Warrants, Strategic Advisor Warrants, Stapled Warrants, Beneficial Ownership Limitation, +1 more
5 terms
Pre-Funded Warrants financial
"The Pre-Funded Warrants are immediately exercisable at an initial exercise price"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Strategic Advisor Warrants financial
"The Strategic Advisor Warrants are immediately exercisable at an exercise price"
Strategic advisor warrants are contracts given to consultants or advisers that give them the right to buy a company’s stock later at a fixed price. Think of them like a coupon that lets an advisor purchase shares at today’s agreed price within a set time; they align the adviser’s incentives with the company’s success but can dilute existing shareholders if exercised.
Stapled Warrants financial
"The Stapled Warrants are immediately exercisable at an initial exercise price"
Stapled warrants are financial instruments that are permanently attached to another security, such as a share or unit, and cannot be bought or sold on their own. They give the holder the right to buy additional shares at a set price within a set time, creating potential extra upside or dilution; think of them like a discount coupon that comes fixed to a product — it can boost future returns but also affects overall share supply and valuation for investors.
Beneficial Ownership Limitation regulatory
"subject to the SAW Beneficial Ownership Limitation (as defined below)"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 13(d) regulatory
"as determined in accordance with Section 13(d) of the Exchange Act"
A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did YZiLabs Management Ltd. do in this Form 4 for CEA Industries (BNC)?
YZiLabs exercised 2,180,631 Strategic Advisor Warrants and 5,418,633 Pre-Funded Warrants into the same number of CEA Industries common shares on September 17, 2026, at an exercise price of $0.00001 per share, increasing its reported common stock holdings.
What warrant positions does YZiLabs still hold in CEA Industries (BNC)?
After these exercises, YZiLabs reported holding 1,383,728 Strategic Advisor Warrants, 2,331,877 Pre-Funded Warrants, and Stapled Warrants over 9,900,991 underlying CEA Industries common shares at an exercise price of $15.15 per share.
What are the exercise prices of YZiLabs’ warrants in CEA Industries?
The Strategic Advisor Warrants and Pre-Funded Warrants have an exercise price of $0.00001 per share. The Stapled Warrants are exercisable at $15.15 per share of CEA Industries common stock.
Were Beneficial Ownership Limitations changed for YZiLabs’ CEA Industries warrants?
Yes. On September 17, 2026, CEA Industries agreed to waive the usual 61 days’ notice period for increasing the Beneficial Ownership Limitations applicable to the Pre-Funded Warrants and Strategic Advisor Warrants held by YZiLabs.
Was a Rule 10b5-1 trading plan used for these CEA Industries (BNC) transactions?
No. The filing’s Rule 10b5‑1 checkbox is not marked as affirmative, and no footnote states that these warrant exercises were made pursuant to a Rule 10b5‑1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
