YZi Labs challenges CEA Industries (BNC) bylaws while seeking new board members

Rhea-AI Filing Summary

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.

Insights

Corporate governance and activism analyst

Activist investor challenges CEA Industries’ consent mechanics while pursuing board changes.

YZi Labs Management, a significant stockholder of CEA Industries, is running a consent solicitation to expand the Board and elect its nominees. It highlights bylaw changes requiring only record holders to sign written consents, which can complicate participation for investors holding through brokers.

The firm is asking the company either to waive certain execution requirements or to confirm that consents submitted via customary brokerage and nominee channels will be accepted. This focuses attention on the practical usability of stockholder rights rather than their existence on paper.

YZi Labs discloses direct beneficial ownership of 2,150,481 common shares plus substantial warrant positions subject to a 4.99% beneficial ownership limitation, meaning those warrants are not exercisable within 60 days. Subsequent company and activist communications may further clarify how the consent process will function in practice.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under Rule 14a-12

CEA INDUSTRIES INC.

(Name of Registrant as Specified in Its Charter)

YZILABS MANAGEMENT LTD.

CHANGPENG ZHAO

MAX S. BAUCUS

DAVID J. CHAPMAN

TERESA MARIE GOODY GUILLÉN

JIAJIN “JANE” HE

ALEX ODAGIU

MATTHEW ROSZAK

LING “ELLA” ZHANG

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein, has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission (the “SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain persons nominated for election to the Board.

Item 1: On February 6, 2026, YZi Labs Management issued the following press release:

YZi Labs Calls on CEA Industries to Ensure Stockholders Can Exercise Written Consent Rights

ROAD TOWN, British Virgin Islands, Feb. 06, 2026 (GLOBE NEWSWIRE) — YZILabs Management Ltd. (“YZi Labs”), a significant stockholder of CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), today announced that it has delivered a letter to the Company’s Board of Directors (the “Board”) requesting that the Company clarify how the recently amended and restated bylaws (the “Amended and Restated Bylaws”) will be applied in connection with stockholders’ ability to act by written consent.

YZi Labs believes certain procedural requirements introduced in the Amended and Restated Bylaws – adopted after YZi Labs had already commenced its consent solicitation to expand the size of the Board and elect new directors – could have a materially chilling effect on stockholders’ ability to act by written consent, despite the Company’s public statements that the Amended and Restated Bylaws do not prevent YZi Labs’ solicitation.

Under Article III, Section .02 of the Amended Bylaws¹, only holders of record may execute written consents directly. Because most public company shares are held through brokers or other nominees as part of standard capital markets practice, many stockholders may be required to navigate multiple intermediary steps in order to participate in the consent process, introducing significant logistical burdens and uncertainty surrounding timing and execution.

“These rights only matter if stockholders can actually use them,” said Alex Odagiu, Investment Partner at YZi Labs. “We are simply asking the Company to confirm that the consent process will remain practical and accessible to stockholders.”

YZi Labs has requested that the Company waive certain execution requirements for the ongoing consent solicitation, or confirm that written consents submitted through customary brokerage and nominee processes will be accepted, consistent with typical public company practice.

YZi Labs remains committed to constructive engagement with the Company and its Board and believes that ensuring a fair and orderly consent process is in the best interests of all stockholders.

About YZi Labs

YZILabs Management Ltd. is an investment firm focused on strategic, transparent, and high-governance participation in the digital asset and blockchain sectors. YZi Labs is committed to advancing best-in-class oversight, operational integrity, and shareholder alignment in all investment partnerships.

¹ See Amended Bylaws: https://www.sec.gov/Archives/edgar/data/1482541/000149315225029251/ex3-1.htm

Media Contact

yuna.y@yzilabs.com

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein (collectively, “YZi Labs”), has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission (“SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain persons nominated for election to the Board.

YZI LABS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS, INCLUDING A WHITE CONSENT CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the consent solicitation are expected to be YZi Labs Management, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak and Ling Zhang (collectively, the “Participants”).

As of the date hereof, YZi Labs Management directly beneficially owns 2,150,481 shares of common stock, par value $0.00001 per share (the “Common Stock”). As of the date hereof, YZi Labs Management holds (i) 7,750,510 shares of Common Stock underlying certain Pre-Funded Warrants (the “Pre-Funded Warrants”), (ii) 9,900,991 shares of Common Stock underlying certain Stapled Warrants (the “Stapled Warrants”) and (iii) 3,564,359 shares of Common Stock underlying certain Strategic Advisor Warrants (the “Strategic Advisor Warrants”). Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide that, 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 Securities Exchange Act of 1934, as amended, more than 4.99% of the Company’s then outstanding shares of Common Stock (the “Beneficial Ownership Limitations”). As of the date hereof, none of YZi Labs Management’s Pre-Funded Warrants, Stapled Warrants or Strategic Advisor Warrants are currently exercisable, and are not expected within 60 days to be exercisable due to the Beneficial Ownership Limitations. Mr. Zhao, as the sole director of YZi Labs Management, may be deemed the beneficial owner of the 2,150,481 shares of Common Stock directly owned by YZi Labs. As of the date hereof, Ms. He may be deemed to beneficially own 2,099,644 shares of Common Stock, including 1,188,120 shares of Common Stock underlying certain Stapled Warrants, and Mr. Odagiu may be deemed to beneficially own 4,918 shares of Common Stock. As of the date hereof, each of Messrs. Baucus, Chapman and Roszak, and Msses. Goody Guillen and Zhang do not beneficially own any shares of Common Stock.

FAQ

What is YZi Labs Management seeking at CEA Industries (BNC)?

YZi Labs Management is conducting a written consent solicitation to expand CEA Industries’ Board and elect its own nominees. It has filed a preliminary consent statement and urges stockholders to review the WHITE consent card and related materials that will be available through the SEC and upon request.

Why is YZi Labs concerned about CEA Industries’ amended bylaws?

YZi Labs believes new procedural requirements in CEA Industries’ amended and restated bylaws, including that only record holders may execute written consents, could make it harder for many investors holding through brokers to participate, potentially creating logistical burdens around timing and execution of consents.

How many CEA Industries shares does YZi Labs Management report beneficially owning?

YZi Labs Management reports directly beneficially owning 2,150,481 shares of CEA Industries common stock. It also holds large positions in pre-funded, stapled, and strategic advisor warrants, which are subject to a 4.99% beneficial ownership limitation that currently prevents their exercise within 60 days, according to the disclosure.

What are the warrant positions YZi Labs holds in CEA Industries?

YZi Labs holds 7,750,510 shares underlying pre-funded warrants, 9,900,991 shares underlying stapled warrants, and 3,564,359 shares underlying strategic advisor warrants. Each class is subject to a 4.99% beneficial ownership cap, and YZi Labs states none are currently exercisable or expected to be exercisable within 60 days.

Who are the participants in YZi Labs’ consent solicitation at CEA Industries?

The participants are expected to include YZi Labs Management, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak, and Ling Zhang. Some are proposed director nominees, and their collective involvement is disclosed for stockholder transparency.

How can CEA Industries stockholders access YZi Labs’ consent materials?

Stockholders will be able to access YZi Labs’ consent statement and the WHITE consent card free of charge on the SEC’s website at www.sec.gov. The participants also state they will provide copies of the consent statement without charge upon request when the materials become available.