Previously hidden agreement prohibits 10X from renegotiating key provisions of its Asset Management Agreement with the Company Board of Directors intends to seek improvements to the AMA’s terms LOUISVILLE, CO, Feb. 04, 2026 (GLOBE NEWSWIRE) -- CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”) today requests YZILabs Management Ltd. (“YZi Labs”) and 10X Capital Asset Management LLC (“10X”) to confirm that their secret side agreement (the “Secret Side Agreement”) relating to 10X’s asset management ag ...

Core Viewpoint - YZi Labs has criticized CEA Industries Inc. for adopting a poison pill and amending its bylaws, which are seen as actions that entrench the current board rather than protect shareholder interests [1][2]. Group 1: Governance Conflict - YZi Labs holds approximately 5% of CEA's outstanding shares and argues that the new measures restrict shareholders' ability to act and add procedural hurdles beyond Nevada law [2]. - The conflict represents a significant shift from the optimism surrounding CEA, which had recently pivoted to become a BNB-focused digital asset treasury after a $500 million private investment in public equity deal [3]. - CEA's stock has fallen over 90% from its peak, closing near $6.50, despite BNB rising approximately 38% over the past six months [4]. Group 2: Poison Pill Strategy - Tensions escalated when YZi Labs filed a preliminary Schedule 14A with the SEC to overhaul CEA's board, seeking to expand the board and install new directors through written shareholder consent [5]. - In response, CEA's board adopted a poison pill strategy, allowing existing shareholders to purchase additional shares at a 50% discount if any person or group acquires 15% or more of the company's shares without board approval [6]. - YZi Labs views these actions as indicative of the board's lack of shareholder support and a focus on self-preservation, raising concerns about the delay of CEA's 2025 annual meeting [7].

Core Viewpoint - YZILabs Management Ltd. expresses disappointment in CEA Industries Inc.'s Board for prioritizing self-entrenchment over stockholder interests and calls for a fair director nomination and election process [1][2][3] Group 1: Board Actions and Stockholder Rights - The Board has adopted a poison pill and bylaw provisions that hinder stockholders' ability to act by written consent, which YZi believes adds unnecessary constraints beyond Nevada law [1][2] - YZi warns that the Board's actions could expose it to liability for failing to fulfill fiduciary duties, as it appears to prefer restricting stockholder rights rather than acknowledging its mistakes [2][3] - The Board has delayed the 2025 Annual Meeting past its scheduled date, raising concerns about manipulative behavior regarding the election process [4] Group 2: Strategic Direction and Token Strategy - YZi rejects the Board's claim that it has never considered alternative tokens for its digital asset treasury strategy, citing a comment from CEO David Namdar about contemplating a switch to other crypto assets [5][11] - There is a concern among stockholders that the Board's actions may betray their interests, as they expect representation aligned with the token strategy in which they invested [5] Group 3: Shareholder Engagement and Future Actions - YZi is closely monitoring the Company's activities and disclosures, particularly regarding the upcoming 2025 Annual Meeting, which is critical for stockholders to vote on the Board's composition [3][4] - YZi Labs aims to provide stockholders with the opportunity to elect new board members at the 2025 Annual Meeting, emphasizing the need for better governance and alignment with shareholder interests [5]

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].

Core Viewpoint - CEA Industries Inc. has successfully transformed into BNC, closing a $500 million financing round and accumulating over 500,000 BNB tokens, laying a strong foundation for its digital asset treasury strategy [2][8]. Financial Highlights - For Fiscal Q2 2026, the company reported a net income of $283.6 million, which includes a $206.8 million gain on the change in fair value of warrant liability [9]. - Earnings per share (EPS) for the quarter stood at $5.36 [9]. - The company closed a $500 million private placement on August 5, 2025, with the potential to deliver up to $1.25 billion in gross proceeds if all associated warrants are exercised [9]. Operational Highlights - BNC has become the world's largest BNB treasury, holding over 500,000 BNB tokens, providing significant exposure to the digital asset ecosystem [8]. - The company launched a share repurchase program worth $250 million, reflecting management's confidence in its intrinsic value, and acquired 1.8 million shares for $11.3 million at an average price of $6.27 per share [9]. - A new Nasdaq ticker symbol "BNC" was introduced on August 6, 2025, marking a significant branding change [9]. Governance and Strategic Initiatives - The Board of Directors has been strengthened with the appointment of Dr. Russell Read, Carly E. Howard, and Annemarie Tierney, enhancing expertise in investment management, digital assets, and governance [9]. - The company has launched an investor dashboard to provide real-time visibility into its digital asset holdings and performance [9]. Business Outlook - CEA Industries is committed to executing its digital asset treasury strategy, aiming to acquire 1% of the total BNB supply while continuing opportunistic share repurchases [4].

⚡️ UPDATE: Nasdaq-listed CEA Industries clarified it’s sticking with $BNB for its reserve strategy, holding 515,554 $BNB valued at roughly $464.6M. https://t.co/HwJohEfhdN ...

Core Viewpoint - CEA Industries Inc. reaffirms its commitment to becoming the world's largest BNB treasury company amidst shareholder communications and proposals for board changes [2][3][5]. Group 1: Company Commitment and Strategy - The company holds 515,554 BNB tokens, valued at approximately $464.6 million based on a price of $901.27 per BNB as of December 4, 2025 [4]. - CEA Industries has not considered alternative tokens for its digital asset treasury strategy since the July PIPE investment [4]. - The company values its relationship with YZILabs Management Ltd. as a significant shareholder and strategic partner, and is open to constructive discussions regarding shareholder concerns [6]. Group 2: Board Composition and Changes - The current board consists of a majority of independent directors, complying with Nasdaq rules, and has recently strengthened by appointing Annemarie Tierney and Carly E. Howard as independent directors [5]. - The company is engaging in discussions with YZi to address concerns and explore potential solutions to enhance shareholder value [6]. Group 3: Shareholder Communication - Shareholders are advised that no action is required from them at this time [1][7]. - The company intends to file a consent revocation statement in response to YZi's consent solicitation [11].

Core Viewpoint - CEA Industries Inc. is facing a governance battle initiated by YZi Labs, which seeks to overhaul the company's board and leadership amid significant share price decline despite holding a large BNB position [1][2]. Governance and Board Changes - YZi Labs has filed a consent solicitation with the SEC to expand BNC's board, repeal recent bylaw changes, and elect new directors [3]. - The filing includes a consent card for shareholders to support or reject the proposed changes [3]. - If a majority of shares consent, YZi Labs can restructure the board without a shareholder meeting [4]. Shareholder Concerns - YZi Labs, holding approximately 5% of BNC's shares, claims the current board has failed in timely disclosures and maintaining investor communications [4]. - The firm emphasizes that shareholders deserve a well-functioning board and warns of further shareholder value destruction if no action is taken [5]. Financial Performance - BNC's share price has plummeted over 92% from a peak of more than 600% increase in July, closing around $6.47 recently [6]. - The company's net asset value is reported at $8.09 per share, resulting in a market NAV multiple of approximately 0.8× [6]. Operational Issues - YZi Labs' filing highlights operational failures, including delays in registration documents for offerings and lack of investor updates [7].

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential opportunities for traders before the market opens [1] Premarket Gainers - Q32 Bio Inc. (QTTB) is up 78% at $3.92 - New Fortress Energy Inc. (NFE) is up 26% at $1.54 - WEBUY GLOBAL LTD. (WBUY) is up 25% at $1.99 - KALA BIO, Inc. (KALA) is up 18% at $1.14 - INVO Fertility, Inc. (IVF) is up 13% at $2.55 - Canadian Solar Inc. (CSIQ) is up 12% at $30.65 - Leggett & Platt, Incorporated (LEG) is up 11% at $11.44 - Safe & Green Holdings Corp. (SGBX) is up 9% at $3.56 - Neumora Therapeutics, Inc. (NMRA) is up 8% at $2.42 - Houston American Energy Corp. (HUSA) is up 5% at $2.31 [3] Premarket Losers - Columbus Circle Capital Corp I (BRR) is down 16% at $8.50 - Aditxt, Inc. (ADTX) is down 15% at $3.23 - CEA Industries Inc. (BNC) is down 12% at $6.30 - Vaxcyte, Inc. (PCVX) is down 11% at $44.00 - Cipher Mining Inc. (CIFR) is down 8% at $18.70 - CleanSpark, Inc. (CLSK) is down 8% at $13.77 - SMX (Security Matters) Public Limited Company (SMX) is down 7% at $56.43 - TAO Synergies Inc. (TAOX) is down 7% at $7.00 - Coupang, Inc. (CPNG) is down 6% at $26.43 - Skyline Builders Group Holding Limited (SKBL) is down 6% at $2.32 [4]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Group 1: Premarket Gainers - SMX (Security Matters) Public Limited Company (SMX) is up 58% at $27.60 [3] - Aditxt, Inc. (ADTX) has increased by 27% to $4.01 [3] - TMC the metals company Inc. (TMC) is up 15% at $6.75 [3] - CDT Equity Inc. (CDT) has risen by 13% to $2.34 [3] - Verrica Pharmaceuticals Inc. (VRCA) is up 12% at $7.56 [3] - Compass Diversified (CODI) has increased by 9% to $7.59 [3] - mF International Limited (MFI) is up 7% at $21.99 [3] - CEA Industries Inc. (BNC) has risen by 7% to $6.42 [3] - Odyssey Marine Exploration, Inc. (OMEX) is up 7% at $2.07 [3] - Vuzix Corporation (VUZI) has increased by 4% to $2.48 [3] Group 2: Premarket Losers - Solo Brands, Inc. (SBDS) is down 12% at $7.35 [4] - Surrozen, Inc. (SRZN) has decreased by 10% to $14.75 [4] - Protagenic Therapeutics, Inc. (PTIX) is down 10% at $2.00 [4] - Antelope Enterprise Holdings Limited (AEHL) has fallen by 8% to $3.18 [4] - Zynex, Inc. (ZYXI) is down 7% at $1.47 [4] - Reading International, Inc. (RDI) has decreased by 7% to $1.21 [4] - GCL Global Holdings Ltd (GCL) is down 6% at $1.24 [4] - Lunai Bioworks Inc. (LNAI) has fallen by 5% to $1.22 [4] - Solid Biosciences Inc. (SLDB) is down 4% at $5.10 [4] - Foxx Development Holdings Inc. (FOXX) has decreased by 4% to $4.30 [4]