YZi Labs Management has filed a preliminary consent solicitation seeking to expand the board of CEA Industries Inc. and elect nominated directors while calling for disclosure from 10X Capital and director Hans Thomas.
YZi Labs alleges 10X Capital may have exceeded 5% beneficial ownership and failed to file a Schedule 13D, and says Mr. Thomas has not filed an initial Form 3. YZi Labs states it directly beneficially owns 2,150,481 shares and holds warrants exercisable into 7,750,510, 9,900,991, and 3,564,359 underlying shares; those warrants are subject to a 4.99% beneficial ownership limitation and are not expected to be exercisable within 60 days.
CEA Industries Inc. announced that its Board has proposed amendments to the Asset Management Agreement with 10X Capital Asset Management LLC. The Board is seeking lower management fees, a shorter term and a more favorable termination provision to make the structure more cost-efficient.
10X has indicated it is willing to work cooperatively on potential changes, and the Board aims to conclude discussions quickly. The move follows the public confirmation by YZi Labs that it terminated a side agreement with 10X that had limited 10X’s ability to amend the arrangement. The company also plans to file a consent revocation statement in response to YZi Labs’ consent solicitation.
YZi Labs Management Ltd. and a group of participants have launched a written consent campaign seeking to expand the Board of Directors of CEA Industries Inc. and elect their own nominees. They have filed a preliminary consent statement and will use a WHITE consent card to solicit stockholders.
YZi Labs Management directly beneficially owns 2,150,481 shares of CEA Industries common stock. It also holds warrants exercisable into 7,750,510 shares under Pre-Funded Warrants, 9,900,991 shares under Stapled Warrants and 3,564,359 shares under Strategic Advisor Warrants, all subject to a 4.99% beneficial ownership limitation. Ms. Jiajin He may be deemed to beneficially own 2,099,644 shares of common stock, including 1,188,120 shares underlying Stapled Warrants, and Mr. Alex Odagiu may be deemed to beneficially own 4,918 shares, while the other named participants currently report no beneficial ownership.
CEA Industries Inc. (BNC) filed an 8-K to share a press release in which it responds to statements by YZi Labs about its Nasdaq listing compliance and annual meeting timing. The company states it is in full compliance with Nasdaq Rule 5620(a) and notes Nasdaq allows plans to regain compliance if an annual meeting is delayed.
CEA Industries explains it changed its fiscal year end on June 29, 2025 to match a major operating business and says this occurred before YZi Labs became a shareholder. The company also signals it will file a consent revocation statement on Schedule 14A and use a yellow consent revocation card in response to YZi Labs’ consent solicitation.
YZi Labs Management Ltd. and associated participants have launched a consent solicitation aimed at changing the leadership of CEA Industries Inc.. They have filed a preliminary consent statement and are using a WHITE consent card to seek stockholder written consents to expand the Board of Directors and elect their own nominees.
YZi Labs Management directly beneficially owns 2,150,481 shares of CEA common stock and holds additional Pre-Funded, Stapled and Strategic Advisor Warrants subject to a 4.99% Beneficial Ownership Limitation, which currently prevents exercise for at least 60 days. Other participants include Changpeng Zhao, who may be deemed to beneficially own YZi Labs Management’s common shares, and Jiajin He and Alex Odagiu, who are disclosed as beneficial owners of specified common stock amounts and warrants.
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.
YZi Labs Management Ltd. and affiliated participants have begun a consent solicitation to expand the Board of Directors of CEA Industries Inc. and elect their nominated directors. YZi Labs Management directly beneficially owns 2,150,481 shares of common stock. It also holds warrants for an additional 21,215,860 shares of common stock that are currently not exercisable, and not expected to become exercisable within 60 days, due to 4.99% beneficial ownership limits. Other participants, including Changpeng Zhao and several proposed directors, are identified with their respective current or zero beneficial ownership positions.
CEA Industries Inc. appointed accounting and compliance expert Glenn W. Tyranski to its Board of Directors, effective immediately, filling a previously disclosed vacancy. He will serve until the next annual stockholder meeting and will chair the Audit Committee while also joining the Compensation, Nominating & Governance, and Strategic Committees.
The company highlights Mr. Tyranski’s decades of experience in corporate governance, financial reporting and regulatory compliance at firms including FTI Consulting, Ernst & Young, WWC, P.C. and the New York Stock Exchange. Following his appointment, the Board has six directors, with half having joined within the previous five months. CEA also disclosed it will file a consent revocation statement and YELLOW consent revocation card in response to YZi Labs’ consent solicitation.
CEA Industries Inc. is the target of a consent solicitation led by YZi Labs Management Ltd., a significant stockholder, seeking to expand the Board of Directors and elect new nominees. YZi Labs has asked the Board to clarify how recently amended bylaws affecting stockholder actions by written consent will be applied, arguing that limiting execution of consents to record holders could make participation difficult for investors holding shares through brokers.
YZi Labs directly beneficially owns 2,150,481 shares of common stock and also holds warrants currently subject to a 4.99% beneficial ownership cap, which YZi Labs states makes those warrants not exercisable within 60 days. Several individuals associated with YZi Labs are identified as participants in the consent solicitation.
YZILabs Management Ltd., a significant stockholder of CEA Industries Inc. ("BNC"), has filed a preliminary consent statement with a WHITE consent card seeking written consents to expand the Board of Directors and elect its nominees. YZi Labs also issues a detailed response to BNC’s February 4, 2026 press release, disputing claims that a Strategic Services Agreement was a “secret side agreement” and stating that this agreement was negotiated with knowledge of BNC’s directors, management and counsel, disclosed in a prior Schedule 13D, and terminated by YZi Labs in December 2025. The firm emphasizes that no agreement involving YZi Labs is blocking amendments to 10X Capital’s Asset Management Agreement and reiterates its focus on transparency and BNC stockholders’ interests. YZi Labs Management directly beneficially owns 2,150,481 shares of common stock and holds additional Pre-Funded, Stapled and Strategic Advisor Warrants that are subject to a 4.99% beneficial ownership limitation and are not currently exercisable.