YZi Labs demands board changes in CEA Industries asset management dispute

YZi Labs Management Ltd., a significant stockholder in CEA Industries Inc. (NASDAQ: BNC), responded to the company's February 18 announcement regarding proposed amendments to its asset management agreement with 10X Capital Asset Management LLC.

Alex Odagiu, Investment Partner at YZi Labs, stated the company welcomes the board's acknowledgment that the asset management agreement requires "lower management fees, a shorter term and a more favorable termination provision." YZi Labs claims it has been advocating for these changes while the board remained inactive.

The investment firm disputes the board's characterization of a Strategic Services Agreement as a "Secret Side Agreement," calling this description a misrepresentation. YZi Labs terminated the Strategic Services Agreement on December 11, 2025, and states it contained no provisions that would prevent 10X from discussing amendments to the asset management agreement.

YZi Labs is demanding several actions from CEA Industries' board, including the retraction of what it calls false claims about the Strategic Services Agreement. The firm also requests that directors Hans Thomas and David Namdar, whom it describes as affiliated with 10X, recuse themselves from asset management agreement discussions.

The company seeks full public disclosure of proposed amendments to the asset management agreement before execution. YZi Labs has filed a preliminary consent statement with the Securities and Exchange Commission to solicit stockholder written consents for board changes.

According to the filing, YZi Labs Management directly owns 2,150,481 shares of CEA Industries common stock and holds various warrants representing additional shares, though beneficial ownership limitations currently restrict exercise of these warrants.

The participants in the consent solicitation include Changpeng Zhao, who serves as sole director of YZi Labs Management, along with several other nominated individuals for potential board positions.

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