YZILabs responds to adoption of poison pill by CEA Industries

YZILabs Management, a significant stockholder of CEA Industries (BNC), is reviewing the recent actions taken by BNC in response to YZi’s group formation and launch of a consent solicitation process. YZILabs said, “These stockholder-unfriendly actions include the adoption of a poison pill and Bylaw provisions designed to frustrate and delay stockholders’ ability to act by written consent. YZi believes the effect of these actions is to add unnecessary constraints and procedural burdens that go beyond the requirements of Nevada law. The Company’s Board of Directors took these steps, for the apparent purpose of entrenching itself, even after YZi had cautioned that further degradation of voting rights would be viewed poorly by stockholders. We warned the Board that it risked exposing itself to potential liability for failure to properly execute its fiduciary duties. Despite this, the Board has shown that it prefers to restrict stockholder rights rather than acknowledge its mistakes, revealing that it knows it lacks the support of stockholders. Many other stockholders have confirmed to us that they share our concern and surprise about BNC’s ill-advised strategic pivot away from BNB. YZi is disappointed that the Board seems more focused on defensive measures to entrench itself rather than meaningfully engaging in good faith with one of its largest stockholders. We are closely monitoring all activities and disclosures by the Company, including any announcements related to the scheduling of the 2025 Annual Meeting, which will be a critical venue for stockholders to vote on the Board’s composition. At present, the Company has already delayed the 2025 Annual Meeting past its December 17 anniversary. YZi urges the Board not to engage in any further manipulative behavior, particularly with respect to the scheduling of the 2025 Annual Meeting. The Board’s oversight of the Company has been deficient, but past errors do not relieve the Board members of their responsibility to ensure there is a fair director nomination and election process, free from conflicts of interest or additional entrenchment-motivated conduct. Further, YZi rejects the Company’s false claim that it “has never considered an alternative token for the Company’s digital asset treasury strategy, nor launched competitive DAT ventures.” This denial is irreconcilable with BNC CEO David Namdar’s explicit comment at a November 2025 industry conference that BNC had contemplated switching to other crypto assets, such as Solana. When taken in concert with active promotion and capital raising for other DATs by Mr. Namdar and fellow Board member Hans Thomas – while they are serving in leadership roles for BNC – we believe stockholders are right to be concerned that they have been betrayed. Ultimately, stockholders deserve to be represented by a Board that is committed to the token strategy in which they invested. YZi Labs looks forward to providing stockholders an opportunity to elect new board members at the 2025 Annual Meeting.”