YZi Labs: CEA Industries Board Adopts Poison Pill Plan to Deter Shareholder Written Consent Rights, Calls on Board to Avoid Further Entrenchment

January 7, YZi Labs announced on X that as a major shareholder of CEA Industries (BNC), it is disappointed in the company’s board of directors for adopting a poison pill and amending bylaws in response to YZi Labs’ launch of a written consent solicitation. YZi Labs contends these actions are intended to block and delay shareholders from exercising their rights via written consent—aimed at entrenching the board’s position rather than protecting shareholder interests—and calls on the board to refrain from further manipulative conduct. The firm also notes the BNC board has postponed its 2025 annual meeting, originally scheduled for December 17, and urges the board to desist from additional manipulative behavior to ensure a fair director nomination and election process. Additionally, YZi Labs disputes BNC’s claim that alternative token strategies were never considered, stating BNC CEO David Namdar explicitly referenced exploring a switch to assets like Solana during a November 2025 meeting. YZi Labs has filed a preliminary consent statement with the SEC, seeking to expand the BNC board and elect its nominated director candidates. Individuals involved in the solicitation include YZi Labs Management, Binance founder Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak, and Ling Zhang. Currently, YZi Labs Management directly holds 2,150,481 shares of BNC common stock.