YZI Labs Management has filed a preliminary consent statement and a WHITE consent card to solicit written consents to expand the Board of Directors of CEA Industries Inc. and elect nominated directors. The solicitation materials will be available at the SEC website.
The filing discloses that YZi Labs Management directly beneficially owns 2,150,481 shares of Common Stock and holds warrants exercisable into 7,750,510, 9,900,991 and 3,564,359 shares subject to 4.99% Beneficial Ownership Limitations; the warrants are not expected to be exercisable within 60 days due to those limits.
CEA Industries Inc. disclosed that its Board reviewed a request from YZILabs Management Ltd. to set a record date for stockholders entitled to consent in connection with YZi Labs’ proposed consent solicitation. The Board concluded the request was deficient under the Company’s bylaws because it omitted material information, including details on BNB holdings and financial relationships between YZi Labs and its nominees.
As a result, the Board has not set a record date and states that YZi Labs may not proceed with its proposed consent solicitation. The Company plans to file a consent revocation statement with an accompanying yellow consent revocation card, and emphasizes that stockholders are not required to take any action at this time.
CEA Industries Inc. reported that board member Hans Thomas resigned from the Board of Directors effective March 20, 2026. The company stated that his resignation was not due to any disagreement with the company, its management, or the Board on operations, policies, or practices.
The Board, which is composed of a majority of independent directors, plans to fill the vacant seat with a candidate identified through its ongoing search process.
CEA Industries Inc. filed an initial Form 3 for Chief Financial Officer William B. Miller. This filing serves as his opening statement of beneficial ownership as an officer of the company. The Form 3 shows no reported transactions or derivative positions for Miller in this filing.
YZi Labs Management has 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 participants requested the Company set a record date to permit stockholder written consents, as disclosed in Amendment No. 3 to a Schedule 13D filed on March 16, 2026.
YZi Labs Management directly beneficially owns 2,150,481 shares of common stock and reports 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 4.99% beneficial ownership limitation and are not expected to be exercisable within 60 days due to that limitation. Consent materials will be available free on the SEC website.
CEA Industries Inc. shareholders led by YZi Labs filed an amended Schedule 13D to update their position and actions regarding the company. YZi Labs and Changpeng Zhao report beneficial ownership of 2,150,481 common shares, representing 4.9% of the class, while Jiajin He reports 2,099,644 shares, or 4.6%.
On March 13, 2026, YZi Labs requested that CEA Industries set a record date so stockholders can act by written consent on proposals in YZi Labs’ preliminary consent statement. The request responds to bylaws amended in late December 2025 that added significant disclosure and procedural hurdles for nominating directors and soliciting written consents.
CEA Industries Inc. reported fiscal Q3 2026 net income of $(106.6) million, or $(2.00) per share, driven mainly by a sharp decline in the value of its BNB holdings. BNB fell about 28% from $1,089 to $781, creating an unrealized loss of roughly $159.8 million.
The company highlighted lower BNB ecosystem airdrop income and continued execution of its BNB digital asset treasury strategy, including repurchasing 2,176,217 shares over the nine months ended January 31, 2026. It also announced a planned CEO transition, with David Namdar to leave by no later than August 31, 2026 under a Transition Agreement.
Under that agreement, Namdar receives a $375,000 make-up consulting fee for past service, ongoing consulting fees of $50,000 per month through his separation date, a cash payment based on 132,000 shares valued at a 30-day average stock price benchmark, and a further $900,000 lump-sum payment equal to eighteen months of base consulting fees in exchange for releases and restrictive covenants.
CEA Industries Inc. reported results for the quarter ended January 31, 2026, its first full period reflecting a major shift to a BNB-focused digital asset treasury alongside its Canadian vaping business Fat Panda. Total assets rose to $436.8 million, driven mainly by digital assets with fair value of $409.2 million, including 515,544 BNB.
Quarterly revenue was $7.3 million, up slightly from $6.9 million a year earlier, largely from Canadian retail vape sales. The Company recorded an operating loss of $164.3 million, primarily from a $159.8 million unrealized loss on digital assets, but other income included a $38.1 million gain from revaluing warrant liabilities and $1.3 million of airdrop income.
For the successor period from June 7, 2025 through January 31, 2026, CEA reported net income of $171.2 million, reflecting large fair value gains on stapled warrants. The Company completed the Fat Panda acquisition for about $12.7 million, raised substantial capital through an August 2025 PIPE financing tied to its BNB treasury strategy, launched an at-the-market equity program, and adopted a shareholder rights plan effective through December 26, 2026.
CEA Industries Inc. reported that YZi Labs has requested the Board set a record date for a stockholder consent solicitation that would expand the Board from six to thirteen directors and elect seven YZi Labs nominees. This would give YZi Labs effective control of the Board and oversight of what the Company describes as the world’s largest corporate treasury of BNB.
The Board is reviewing whether the request complies with the bylaws and, if valid, will announce a record date for stockholders entitled to participate. In a press release, the Company highlighted potential conflicts if close associates of Changpeng Zhao and his affiliates controlled the Board and said it will issue a definitive consent revocation statement on a YELLOW card. Stockholders are told that no action is required at this time.