CEA Industries Inc. is the target of a consent solicitation led by YZi Labs Management Ltd. and associated participants, who seek written stockholder consents to expand the Board of Directors and elect their nominees using a WHITE consent card.
YZi Labs Management directly beneficially owns 2,150,481 shares of common stock and holds warrants underlying an additional 7,750,510 pre-funded, 9,900,991 stapled and 3,564,359 strategic advisor warrant shares, all subject to a 4.99% beneficial ownership limitation that currently prevents exercise within 60 days. As of the same date, Jiajin He may be deemed to beneficially own 2,099,644 shares, including 1,188,120 underlying stapled warrants, while Alex Odagiu may be deemed to beneficially own 4,918 shares; the other named participants report no beneficial ownership.
YZi Labs Management Ltd. has filed a preliminary consent statement to solicit written consents from CEA Industries Inc. stockholders to expand the company’s Board of Directors and elect its own nominees. The group is using a WHITE consent card to support these proposals.
YZi Labs highlights public communications, including a Cointelegraph article and social media posts by nominee Ella Zhang, emphasizing protecting CEA Industries (BNC) shareholder rights and the BNB ecosystem’s integrity. YZi Labs Management reports beneficial ownership of 2,150,481 shares of common stock and additional large warrant positions that are currently not exercisable due to a 4.99% beneficial ownership limitation, while certain other proposed directors report minimal or no share ownership.
CEA Industries Inc. reported that director Russell Read has decided to resign from its Board of Directors after accepting a job with another company that does not allow outside board service. His resignation is effective January 1, 2026 and is expressly stated not to be the result of any disagreement with the company, its management, or its Board over operations, policies, or practices. Read praised the Board’s diligent oversight and the company’s digital treasury strategy dedicated to BNB, expressing confidence in the Board as stewards of shareholder value. Board Chair and President Tony McDonald thanked Read for his analytical rigor and capital markets experience, and the Board plans to fill the vacancy through its ongoing search for an independent director.
CEA Industries Inc. furnished an earnings press release announcing its financial and operational results for the quarter ended October 31, 2025. The press release is provided as Exhibit 99.1, and the report is filed under the results of operations and financial condition disclosure rules. The company’s common stock and warrants are listed on the Nasdaq Capital Market under the symbols BNC and BNCWW, respectively.
CEA Industries Inc. reports results for the quarter ended October 31, 2025, with net income of $283,642,773 and basic EPS of $5.39, largely driven by fair value gains on digital assets and warrant liabilities. Revenue was $7,143,485 versus $7,436,751 a year earlier, mainly from Canadian retail vape operations.
The company has transformed into a digital asset treasury focused on Binance Coin, holding digital assets with fair value of $567,987,094, including 511,932 BNB tokens. A $114,033,718 unrealized gain on digital assets, a $206,818,087 gain from revaluing Stapled Warrant liabilities, and $5,827,578 of airdrop income dominated results, while cash rose to $32,535,255 and shareholders’ equity reached $484,889,525.
CEA Industries Inc. filed a Form 8-K to announce the launch of a new Treasury Dashboard and to update on capital markets activity. The dashboard provides a consolidated, periodically updated view of its BNB treasury position and related metrics, and currently shows 515,054 BNB in total holdings. The company also reported that, since September 22, 2025, it has repurchased 1,170,306 shares of common stock at an average price of $6.77 per share under its stock repurchase program. In addition, since August 25, 2025, it has sold 856,275 shares of common stock at an average price of $15.09 per share through its at-the-market offering program with Cantor Fitzgerald & Co.
CEA Industries Inc. (BNC) furnished a press release under Item 7.01 to provide an update on its BNB holdings and treasury operations. The press release is attached as Exhibit 99.1 and incorporated by reference for that limited purpose. The Item 7.01 information, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act, and is not subject to Section 18 liabilities or automatically incorporated into other filings.
The company’s securities trade on the Nasdaq Capital Market as BNC (common stock) and BNCWW (warrants).
CEA Industries Inc. (BNC) reported a Nasdaq compliance outcome. On October 14, 2025, Nasdaq Listing Qualifications Staff issued a public reprimand letter under Rule 5810(c)(4) for a violation of Rule 5635(b) tied to August 2025 transactions that resulted in a change of control without prior shareholder approval.
Nasdaq noted the Company’s prompt remediation, lack of deliberate intent, and prior compliance record. The Staff has closed the inquiry and informed the Company that no delisting notice will be issued, with no further action required following disclosure.