**CEA Industries Inc. Adopts Stockholder Rights Plan and Amended Bylaws to Safeguard Shareholder Interests**
**Rights Plan Protects Against Change of Control Without Premium; New Bylaws Ensure Orderly Consent Solicitation**
*LOUISVILLE, CO, Dec. 28, 2025* (GLOBE NEWSWIRE) — CEA Industries Inc. (Nasdaq: BNC) (the “Company” or “BNC”), which manages the world’s largest corporate treasury of BNB, today announced that its Board of Directors (the “Board”) has unanimously adopted a limited duration stockholder rights agreement (the “Rights Plan”) and amended and restated bylaws (the “Amended and Restated Bylaws”) as of December 26, 2025.
These actions were taken following the recent formation of a stockholder group, the “YZi Labs Group,” led by YZILabs Management Ltd. (“YZi Labs”), which is seeking control of the Company.
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### Background: YZi Labs Group’s Actions
As previously confirmed by CEA Industries, YZi Labs recently filed a preliminary consent statement seeking to obtain a majority of the seats on the Board. On December 23, 2025, YZi Labs also filed an amended Schedule 13D with the U.S. Securities and Exchange Commission (SEC), announcing the formation of a group and naming seven director nominees.
The amended Schedule 13D disclosed that the YZi Labs Group currently holds 7.0% of CEA Industries’ outstanding common stock (the “Common Stock”). Additionally, YZi Labs controls warrants that could significantly boost its ownership:
– **In-the-money warrants:** Entitle the acquisition of 11,314,869 shares at a strike price of $0.00001 per share, raising ownership to 19.99% (on a diluted basis).
– **Out-of-the-money warrants:** Permit the acquisition of 11,089,111 shares at $15.15 per share, which, combined with the above, could increase aggregate ownership to 34.2% (on a diluted basis).
1 Calculations based on 44,062,938 shares of Common Stock outstanding on December 12, 2025 (excluding 4,139,194 shares underlying in-the-money warrants limited by beneficial ownership provisions).
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### Purpose of the Rights Plan and Amended Bylaws
The Rights Plan and Amended and Restated Bylaws are not intended to prevent YZi Labs from soliciting support from CEA Industries’ stockholders or to stop stockholders from granting revocable consents. Instead, they are designed to:
– Protect the Company and stockholders from a change of control without the payment of an appropriate control premium;
– Provide the Board enough time and opportunity to make informed decisions in stockholders’ best interests;
– Ensure an orderly and informed consent solicitation process.
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### Stockholder Rights Plan: Key Terms
The Rights Plan, consistent with similar plans adopted by other public companies, aims to reduce the likelihood of any person, entity, or group gaining control of CEA Industries solely by accumulating shares, without paying all stockholders a fair premium.
**Highlights:**
– **Dividend of Rights:** One preferred share purchase right will be issued for:
– Each outstanding share of Common Stock held as of January 8, 2026,
– The aggregate number of shares issuable upon full exercise of certain company warrants (“Participating Warrants”) as of that date (ignoring any exercise limitations),
– Each new share of Common Stock issued after that date until the rights become exercisable.
– **Activation Threshold:** Rights generally become exercisable if any person or group acquires 15.0% or more of the outstanding Common Stock without Board approval.
– **Grandfather Clause:** Ownership above 15.0% prior to the Rights Plan adoption (such as by the YZi Labs Group) is permitted, but further increases after adoption will trigger the Rights Plan.
– **Dilution Mechanism:** If triggered, every holder (except the acquirer) may buy additional Common Stock at a 50% discount.
– **Change of Control Protection:** If the Company is acquired after an unapproved party surpasses the 15% threshold, rightsholders can purchase the acquirer’s shares at a 50% discount.
– **Board Discretion:** The Board may exchange rights for shares or redeem them at $0.001 per right.
– **Duration:** The Rights Plan expires on December 26, 2026, unless terminated earlier by the Board.
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### Amended and Restated Bylaws: Ensuring Orderly Consent
The Board also approved Amended and Restated Bylaws that:
– Require any stockholder seeking to act by written consent to first request the Company to fix a record date and provide all information required as if at an annual meeting;
– Stipulate that consents must be received within 60 days from the date the first consent is received for any action to be valid;
– Help facilitate an orderly and transparent consent solicitation, similar to best practices at other public companies.
Full details will be provided in upcoming Current Reports on Form 8-K to be filed with the SEC.
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### Advisors
– **Sidley Austin LLP** – Legal counsel to the Company
– **Morrison Cohen LLP** – Legal counsel to the independent directors of the Board
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### About CEA Industries Inc.
CEA Industries Inc. (Nasdaq: BNC) is a growth-oriented company focused on building category-leading businesses in consumer markets, including the management of the world’s largest corporate treasury of BNB.
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### Forward-Looking Statements
This press release contains forward-looking statements subject to risks and uncertainties. These include, but are not limited to, statements regarding: CEA Industries’ position as the largest BNB treasury; the effects of the Rights Plan and Amended and Restated Bylaws on the Company and its stockholders; and impacts on YZi Labs’ consent solicitation.
Please review the Company’s filings with the SEC, including its Form 10-Q (December 15, 2025), Form 10-K (March 27, 2025), and Form 10-KT (July 25, 2025), for a full discussion of pertinent risk factors. The Company undertakes no obligation to update forward-looking statements except as required by law. SEC filings are available at [www.sec.gov](https://www.sec.gov).
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### Important Additional Information and Where to Find It
The Company intends to file a consent revocation statement on Schedule 14A, an accompanying YELLOW consent revocation card, and other relevant documents with the SEC in connection with YZi Labs’ consent solicitation.
**Stockholders are strongly encouraged to read these materials in full when available, as they will contain important information.**
Free copies will be available at [SEC Filings](https://www.sec.gov) and in the “SEC Filings” section of the Company’s website.
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### Certain Information Regarding Participants in the Solicitation
The Company, its directors (Anthony K. McDonald, Nicholas J. Etten, Carly E. Howard, Russell Read, Hans Thomas, and Annemarie Tierney), and certain executive officers (David Namdar) are considered participants in the solicitation of consent revocations relating to YZi Labs’ consent solicitation.
Details about their interests, security holdings, and compensation are available in various sections of the Company’s Transition Report on Form 10-KT for the period from January 1, 2025 to April 30, 2025, and in Current Reports on Form 8-K filed on August 8, 2025; October 7, 2025; and November 28, 2025. Further updates will be included in filings regarding the consent revocation statement on Schedule 14A.
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**Media Inquiries:**
Edelman Smithfield
[CEA@edelmansmithfield.com](mailto:CEA@edelmansmithfield.com)
**Investor Relations:**
[James@haydenir.com](mailto:james@haydenir.com)
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1 Calculations based on 44,062,938 shares of Common Stock outstanding as of December 12, 2025. Excludes 4,139,194 shares underlying in-the-money warrants not exercised due to beneficial ownership limitations.
https://www.globenewswire.com/news-release/2025/12/29/3210762/0/en/CEA-Industries-BNC-Adopts-Stockholder-Rights-Plan-and-Amended-and-Restated-Bylaws-in-Response-to-YZi-Labs-Group-Formation.html
