YZi Labs Calls on CEA Industries to Ensure Stockholders Can Exercise Written Consent Rights

ROAD TOWN, British Virgin Islands, Feb. 06, 2026 (GLOBE NEWSWIRE) -- YZILabs Management Ltd. (“YZi Labs”), a significant stockholder of CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), today announced that it has delivered a letter to the Company’s Board of Directors (the “Board”) requesting that the Company clarify how the recently amended and restated bylaws (the “Amended and Restated Bylaws”) will be applied in connection with stockholders’ ability to act by written consent.

YZi Labs believes certain procedural requirements introduced in the Amended and Restated Bylaws – adopted after YZi Labs had already commenced its consent solicitation to expand the size of the Board and elect new directors – could have a materially chilling effect on stockholders’ ability to act by written consent, despite the Company’s public statements that the Amended and Restated Bylaws do not prevent YZi Labs’ solicitation.

Under Article III, Section .02 of the Amended Bylaws¹, only holders of record may execute written consents directly. Because most public company shares are held through brokers or other nominees as part of standard capital markets practice, many stockholders may be required to navigate multiple intermediary steps in order to participate in the consent process, introducing significant logistical burdens and uncertainty surrounding timing and execution.

“These rights only matter if stockholders can actually use them,” said Alex Odagiu, Investment Partner at YZi Labs. “We are simply asking the Company to confirm that the consent process will remain practical and accessible to stockholders.”

YZi Labs has requested that the Company waive certain execution requirements for the ongoing consent solicitation, or confirm that written consents submitted through customary brokerage and nominee processes will be accepted, consistent with typical public company practice.

YZi Labs remains committed to constructive engagement with the Company and its Board and believes that ensuring a fair and orderly consent process is in the best interests of all stockholders.

About YZi Labs
YZILabs Management Ltd. is an investment firm focused on strategic, transparent, and high-governance participation in the digital asset and blockchain sectors. YZi Labs is committed to advancing best-in-class oversight, operational integrity, and shareholder alignment in all investment partnerships.

Media Contact
yuna.y@yzilabs.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.

¹ See Amended Bylaws: https://www.sec.gov/Archives/edgar/data/1482541/000149315225029251/ex3-1.htm