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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.
CEA Industries Inc. appointed Brent (William B.) Miller as Chief Financial Officer effective March 9, 2026. He brings over 20 years of experience in financial reporting, accounting policy, internal controls, capital markets and public company leadership across fintech, real estate and investment management firms.
Under his Employment Agreement, Miller will receive a base salary of $350,000 and a target 2026 annual incentive bonus of $175,000, tied to performance objectives. He will be eligible for annual equity grants with a target grant date fair value between $500,000 and $750,000, subject to performance, share availability and board approval.
As an inducement to join, he will receive a restricted stock unit grant with a grant date fair value of $1,000,000, vesting over four years, subject to continued service. If his employment is terminated without cause or for good reason, he is eligible for nine months of base salary as severance, with additional vesting acceleration of the inducement award if such a termination occurs within one year following a change in control.
CEA Industries Inc. director Thomas Hans reported several indirect warrant transactions through affiliated entities. On October 8, 2025, 10X LLC exercised 831,683 warrants for the same number of common shares at a stated price of $0.0000 per share. Other transactions on September 22, 2025, October 1, 2025, and December 3, 2025 reflect assignments and reallocation of warrants among 10X Capital Partners LLC, 10X BNB Cayman Sponsor, and 10X LLC, including a transfer in which 10X BNB Cayman Sponsor ceased to beneficially own any warrants. Hans is described as manager of these entities and may be deemed to have beneficial ownership, but he disclaims beneficial ownership except to the extent of his pecuniary interest.
CEA Industries Inc. director Thomas Hans filed an initial ownership report showing indirect holdings of warrants to purchase common stock. The filing lists 2,376,239 warrants held by 10X BNB Cayman Sponsor and 990,099 warrants held by 10X Capital Partners LLC. Hans is manager of both entities and may be deemed to beneficially own these securities, but he disclaims beneficial ownership except to the extent of his pecuniary interest.
CEA Industries Inc. director Glenn W. Tyranski filed an initial ownership report on Form 3. This filing lists him as a director of the company but does not report any share purchases, sales, or other transactions. It establishes his status as an insider for future ownership disclosures.
CEA Industries Inc. is the target of a written consent solicitation led by YZi Labs Management Ltd. seeking to expand the Board of Directors and elect nominated directors. YZi Labs Management reports directly owning 2,150,481 shares and holding warrants exercisable into additional common stock subject to 4.99% beneficial ownership limitations.
YZi Labs Management has filed a preliminary consent statement and a WHITE consent card to solicit written consents to expand the Board of CEA Industries Inc. and elect nominated directors. The filing includes a Feb. 23, 2026 statement criticizing the Board’s handling of amendments to the Asset Management Agreement with 10X Capital Asset Management LLC.
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 Pre-Funded Warrant shares, 9,900,991 Stapled Warrant shares, and 3,564,359 Strategic Advisor Warrant shares, each subject to a 4.99% Beneficial Ownership Limitation.
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.