CEA Industries (BNC) Adopts Stockholder Rights Plan and Amended and Restated Bylaws in Response to YZi Labs Group Formation

Core Viewpoint - CEA Industries Inc. has adopted a limited duration stockholder rights agreement and amended bylaws to protect against potential control changes by YZi Labs Group, which seeks to gain a majority of the Board [1][2]. Stockholder Rights Plan - The Rights Plan aims to prevent any entity from gaining control of the Company solely through stock accumulation without offering a control premium to all stockholders [4]. - Under the Rights Plan, stockholders will receive one preferred share purchase right for each outstanding share of Common Stock as of January 8, 2026 [5]. - Rights become exercisable if an acquiring person obtains 15.0% or more of the outstanding shares without Board approval [6]. - If triggered, rights holders can purchase additional shares at a 50.0% discount, and the Board may redeem the rights at $0.001 per right [8]. Amended and Restated Bylaws - The Amended and Restated Bylaws require stockholders seeking to act by written consent to request a record date and provide necessary information [10]. - All consents must be received within 60 days of the first consent date for stockholder action to be valid without a meeting [10]. - These bylaws are designed to ensure an orderly and informed consent solicitation process [11]. YZi Labs Group - YZi Labs Group holds 7.0% of the Company's outstanding Common Stock and has filed a preliminary consent statement to gain control of the Board [2]. - The group has in-the-money warrants to acquire 11,314,869 shares at a strike price of $0.00001, potentially increasing their ownership to 19.99% [7]. - Additionally, out-of-the-money warrants could allow the group to increase ownership to 34.2% [7].