BNC News & Events

CEA Industries provided an update on the status of the efforts by the board of directors to renegotiate the company's Asset Management Agreement with 10X Capital Asset Management. The board sought to align the agreement with market practice and improve three key provisions of a reduction in management fees payable to 10X from 1.75% of the company's treasury asset NAV to 0.50% of NAV, a reduction in the term of the agreement from 20 years to two years from the original date, and a commensurate reduction in the fees payable to 10X in the event of a termination without cause. To date, 10X has not provided the company with a definitive and comprehensive counterproposal, a mark-up of the proposed revised agreement, or even any substantive feedback on two of the proposal's most important economic terms.

YZILabs Management, a significant stockholder of CEA Industries, issued the a statement in response to the company's Form 10-Q and Form 8-K, both filed on March 16, 2026. YZi said, "While YZi Labs recently addressed the Company's chronic inability to ensure timely insider ownership disclosures in a separate March 10th statement, these newest SEC filings document an even more alarming reality. The filings lay bare a staggering breakdown in basic public company governance, internal controls, and related-party oversight. They also raise serious questions about whether Company communications and agreements, taken together, were structured to manage a live control contest and influence stockholder outcomes rather than simply address ordinary business needs...These issues are not isolated. Taken together, the Company's recent disclosures point to a broader pattern of governance failures, including weak internal controls, opaque related-party transactions, and a lack of independent oversight of key decisions affecting stockholder value. At minimum, they also raise serious questions about whether stockholders received complete, balanced, and plain-English disclosure regarding the practical effect of the Transition Agreement after the filing of YZi Labs' preliminary consent statement and the pending consent solictiation...YZi Labs Calls on the Board to Immediately Address the Following Demands: Justify the Exit Package and 10X Related-Party Economics: Provide an immediate, public justification for how a ~$1.98less than exit package aligns with stockholder value, especially given the disclosed material weaknesses. The Board must also explain why it is substituting unapproved equity with floating cash payouts rather than seeking proper stockholder approval. Provide a Dated Remediation Plan: Publish a formal, dated remediation plan for the disclosed material weaknesses, explicitly identifying the operational owners, concrete milestones, and a strict timeline for resolution. Institute a Formal Segregation of Duties: Institute a formal segregation of duties policy and reporting structure to ensure Principal Financial Officer responsibilities are properly separated and independently controlled. File a Plain-English Reconciliation: File an amended disclosure or immediate public clarification providing a plain-English reconciliation table explaining the 17,648-share warrant exercise discrepancy found in the Form 10-Q. Disclose the Scope and Findings of the Independent Review: If the Board has already conducted an 'independent review' of related-party arrangements, it should disclose who conducted that review, what was reviewed, what conclusions were reached, and what remedial actions, if any, were implemented. Disclose the Board's Process and Purpose: Publish the Board materials, process summary, and rationale supporting the Transition Agreement, including whether the March 13, 2026 request for record date, stockholder activism risk, or governance-control considerations were discussed in connection with the approval of the agreement. Disclose the Full Practical Scope of the Restrictive Covenants: Provide stockholders with a plain-English explanation of how the Transition Agreement's restrictive covenants affect interactions with current or prospective stockholders, governance processes, and any third parties involved in the ongoing control contest. Stockholders have financed this Company; they should not be forced to finance its governance failures. YZi Labs will continue to take all necessary steps to hold the BNC Board accountable to the highest standards of public company oversight."

YZILabs Management, a significant stockholder of CEA Industries, issued a statement regarding recent media reports detailing a new lawsuit filed by another stockholder against the Company and Director Hans Thomas, who is also the Founding Partner of the Company's asset manager, 10X Capital Asset Management. The firm said, "According to reports from financial media outlets, a complaint filed by an investor named Abraham Gomez asserts a shocking level of corporate dysfunction at BNC. The allegations confirm that YZi Labs is not the only party raising severe concerns about the Company's management and its apparent lack of basic corporate infrastructure and exploitation of investor capital. The reported complaint alleges that after completing an initial investment, the stockholder visited the Company's offices to understand the situation on the ground. Instead of a functioning Nasdaq-listed business, the investor allegedly found the Company to be in a state of near "operational vacuum." According to the reports, the filing asserts that, at the time of the visit, BNC operated with: No Chief Financial Officer; No Chief Operating Officer; No Operations or Marketing Teams; No Investor Relations or Public Relations function; No Fund Management System; No registered domain name and not even a functioning website. In our view, for a public company whose Board of Directors recently signed a 20-year Asset Management Agreement with 10X to manage a massive treasury, the absence of a basic fund management system, executive leadership, or even a website is a catastrophic indictment of the Board's lack of oversight...The Board can no longer pretend that stockholder discontent is isolated. The chorus of investors demanding accountability is growing louder, and the legal liabilities are mounting. YZi Labs demands that the Board immediately: Address the Allegations: Issue a public response detailing exactly what corporate infrastructure, executives, and systems actually exist at BNC today, and explain how a public company was allowed to operate in an "operational vacuum." In our view, the recent announcement of Brent Miller's appointment as CFO is too little too late. It is deeply concerning that the Company went more than 21 months without a formally appointed CFO, including more than seven months after closing its $500 million PIPE on August 5, 2025, before finally appointing Mr. Miller effective March 9, 2026. Investigate Mr. Thomas: Form an independent, unconflicted special committee to investigate the allegations that Mr. Thomas and the Company utilized investor funds and credibility under false pretenses. Void the AMA: Terminate the 20-year AMA with 10X, which is extracting exorbitant fees from a Company that allegedly lacks the basic infrastructure to even manage its own website. Stockholders deserve a real company, not a shell seemingly designed to serve 10X. YZi Labs will continue to take all necessary actions to protect stockholder value and enforce basic corporate governance."

CEA Industries (BNC) announced that its Board of Directors has appointed Brent Miller as Chief Financial Officer, effective March 9, 2026. Miller has over 20 years of financial reporting, accounting, and finance leadership experience, most recently as Chief Accounting Officer of Figure Technology Solutions (FIGR)