CEA Industries Inc. and significant shareholder YZi Labs have entered into a Cooperation Agreement that reshapes the company’s board and governance. YZi Labs beneficially owns 2,150,481 shares, or about 5.07% of the common stock, while Jiajin He holds 2,099,644 shares, or about 4.95%.
The Board will expand to six directors and immediately add three YZi Labs-designated directors, with a mutually agreed independent director to be added within 90 days of June 23, 2026. A CEO Search Committee will be formed within three business days to identify a new chief executive officer by the 2026 special meeting or August 31, 2026.
YZi Labs agrees to terminate its prior consent solicitation, observe standstill and voting commitments in line with the Board’s recommendations, and accept mutual non‑disparagement and releases of claims. Several prior group members now report zero beneficial ownership and are no longer part of a Section 13(d) group.
CEA Industries entered a Cooperation Agreement with YZi Labs Management that ends YZi Labs’ consent solicitation and adds three YZi Labs nominees to the board.
The Board size is increased to six with Ling "Ella" Zhang, Alex Odagiu and Matthew Roszak appointed to serve until the 2026 Annual Meeting. The agreement grants YZi Labs replacement rights while it beneficially owns at least 4.99% of outstanding common stock, creates a CEO Search Committee, and sets a 90-day timeline (subject to extension) to appoint a mutually agreed independent director.
CEA Industries Inc. entered into a Cooperation Agreement with YZi Labs, a major shareholder holding 2,150,481 common shares and warrants for 21,215,860 additional shares. In return, YZi Labs will terminate its consent solicitation and related proxy contest activity.
Three YZi-affiliated nominees, Ling “Ella” Zhang, Alex Odagiu and Matthew Roszak, have joined the Board, which expanded to six directors, and a mutually agreed independent director is expected within about ninety days of June 23, 2026. The Board will form a CEO Search Committee to identify a new chief executive officer by the earlier of the 2026 annual meeting and August 31, 2026, while appointing Alex Odagiu as Interim President reporting directly to the Board.
The company adopted Amended and Restated Bylaws clarifying that the president’s powers are set by the Board. It also set July 22, 2026 as the date for its 2026 Annual Meeting, with new deadlines of June 29, 2026 and July 4, 2026 for stockholder proposals, depending on how they are submitted.
CEA Industries Inc. filed an amended quarterly report to restate earnings per share for the quarter and successor period ended October 31, 2025. Management determined the basic and diluted weighted-average share counts were understated, which caused EPS to be overstated.
For the three months ended October 31, 2025, weighted-average shares were understated by 2,214,508 and basic and diluted EPS were restated downward by $0.21 to $5.18 basic and $5.15 diluted. For the successor period from June 7 through October 31, 2025, basic shares were understated by 1,857,056 and diluted shares by 857,057, reducing both basic and diluted EPS by $0.45 to $8.02 basic and $7.98 diluted.
The company states the error affects only EPS calculations; revenue, net income, assets, liabilities, equity and cash flows are unchanged. Management links the error to an existing material weakness in internal control over financial reporting. As of October 31, 2025, the balance sheet shows $616.5 million in total assets, including $547.1 million of BNB and other digital assets, and shareholders’ equity of $484.9 million.
CEA Industries Inc. amends its Form S-3 shelf and delivers a prospectus registering up to $1,000,000,000 of common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts and units, to be sold from time to time.
The prospectus summarizes the company’s BNB-focused digital asset treasury strategy, discloses a closed PIPE Offering that raised $500,000,000 in gross proceeds, related registration rights, and pending litigation concerning the Asset Management Agreement with 10X Capital Partners LLC. Shares outstanding were 41,173,850 as of June 16, 2026.
CEA Industries Inc. filed a Post-Effective Amendment to its Form S-3 to register resale and certain primary issuance securities related to its PIPE Offering. The prospectus registers up to 41,754,478 PIPE Shares, 7,750,510 Pre-Funded Warrants and related shares, 49,504,988 Stapled Warrants and other warrants and underlying shares. The PIPE closed on August 5, 2025 and delivered $500,000,000 in gross proceeds with potential additional proceeds from warrant exercises. The filing states the Company will not receive proceeds from Selling Stockholders’ resales but would receive proceeds if warrants are exercised, including up to $750,000,568.20 if Stapled Warrants are exercised in full. The amendment notes the Company will no longer be a “well-known seasoned issuer” when it files its Form 10-K for the fiscal year ended April 30, 2026.
CEA Industries Inc. notified investors that certain previously issued quarterly financial statements should no longer be relied upon because of errors in calculating the weighted-average number of shares used for earnings per share (EPS).
The error understated basic and diluted share counts in multiple 2025–2026 periods, which in turn either overstated or understated previously reported basic and diluted EPS, including EPS overstatements of up to $4.26 per share for the Third Quarter Successor period and $0.45 per share for the Second Quarter Successor period. The company states that net income (loss), revenue, assets, liabilities, equity, cash flows, and net income (loss) available to common stockholders were not affected.
CEA Industries plans to amend its affected Forms 10-Q to restate EPS and related disclosures for the specified Successor and Predecessor periods, and management and the audit committee have discussed these matters with the independent auditor, Sadler, Gibb & Associates, LLC.