YZi Labs pushes CEA Industries (BNC) board expansion via consent drive

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

YZi Labs is mounting a consent-based challenge to reshape CEA Industries’ board while constrained by ownership caps.

YZi Labs Management and affiliated participants are using a written consent process to seek expansion of CEA Industries’ board and election of their nominees. This represents an organized shareholder campaign to influence the company’s governance and strategic direction without a traditional meeting.

The group discloses 2,150,481 shares of common stock directly beneficially owned by YZi Labs Management, plus several warrant series for 21,215,860 additional shares. However, 4.99% beneficial ownership limits mean these warrants are not exercisable, and not expected to be exercisable within 60 days, which constrains near-term voting power.

Individual participants such as Changpeng Zhao may be deemed beneficial owners of YZi Labs’ stake through control relationships, while others currently report no beneficial ownership. Subsequent consent materials, once available on the SEC site, will clarify the proposals and any board or control changes if consents are obtained.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ 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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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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 10, 2026, YZi Labs Management posted the following materials on X.com:

Item 2: On February 10, 2026, Mr. Alex Odagiu posted the following materials on X.com:

Item 3: Also on February 10, 2026, Mr. Alex Odagiu posted the following materials on LinkedIn.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) in this consent solicitation?

YZi Labs Management is soliciting written consents to expand CEA Industries’ Board of Directors and elect certain nominated directors. The campaign aims to change the board’s composition through stockholder consents instead of waiting for a traditional stockholder meeting.

How many CEA Industries shares does YZi Labs Management currently beneficially own?

YZi Labs Management directly beneficially owns 2,150,481 shares of CEA Industries common stock. This disclosed ownership reflects only currently beneficially owned shares and excludes additional shares that could be issuable under various warrants, which are presently not exercisable.

What additional CEA Industries warrants are held by YZi Labs Management?

YZi Labs Management holds Pre-Funded Warrants for 7,750,510 shares, Stapled Warrants for 9,900,991 shares, and Strategic Advisor Warrants for 3,564,359 shares. All these warrants are subject to 4.99% beneficial ownership limitations that currently prevent their exercise and associated share issuance.

Why are YZi Labs Management’s CEA Industries warrants currently not exercisable?

Each warrant series includes a 4.99% beneficial ownership limitation, or an election to apply this cap. This means YZi Labs Management cannot exercise warrants if doing so would push it and certain affiliates above 4.99% beneficial ownership of outstanding common shares, limiting near-term exercisability.

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

Participants 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 hold or may be deemed to hold CEA Industries shares, while others currently report no beneficial ownership.

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

YZi Labs advises all stockholders to read the consent statement and other materials, including a WHITE consent card, once available. These will be accessible without charge on the SEC’s website and can also be requested directly from the participants at no cost when available.