Business Context and Reporting Period
Company: CEA Industries Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 13, 2026
Reporting Period: Event date March 13, 2026; Signed March 16, 2026.
Context: The Company is incorporated in Nevada and trades on the Nasdaq Capital Market under the symbols BNC (Common Stock) and BNCWW (Warrants).
Financial Metrics
This filing is a Current Report regarding corporate governance events and does not contain financial statements. The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
On March 13, 2026, the Company received a letter from YZi Labs Management Ltd. ("YZi Labs") requesting a record date for stockholder consent to the following proposals:
- Repeal specific provisions of the Amended and Restated Bylaws not included in the version filed with the SEC on July 25, 2025.
- Increase the Board of Directors size from six to thirteen directors (an increase of seven).
- Amend the Bylaws to clarify stockholders' ability to fill Board vacancies, including those resulting from the size increase.
- Elect seven nominees proposed by YZi Labs to the Board: Max S. Baucus, David J. Chapman, Teresa Marie Goody Guillén, Jiajin "Jane" He, Alex Odagiu, Matthew Roszak, and Ling "Ella" Zhang.
Outlook, Risks, and Management Commentary
Management Action: The Board of Directors will review YZi Labs' letter to evaluate its validity under the Company's Bylaws. If the letter is deemed valid, the Company will disclose the record date for determining stockholders entitled to consent to the proposals.
Disclosure: A press release regarding this event was issued on March 13, 2026, and is filed as Exhibit 99.1.
Risks/Contingencies: The filing highlights a potential proxy contest or significant governance change initiated by a third party, pending Board validation of the request.
Key Facts for Investor Verification
- Verify the validity of YZi Labs' request under the Company's current Bylaws.
- Monitor for the announcement of a record date for stockholder consent.
- Review the full text of the press release (Exhibit 99.1) for additional details on YZi Labs' rationale.
- Confirm the current composition of the Board and the specific Bylaw provisions targeted for repeal.