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YZi Labs Highlights Systemic Governance Breakdown at CEA Industries; Condemns Nearly $2 Million "Golden Parachute" for Outgoing CEO David Namdar Amidst Disclosed Material Weaknesses

globenewswire.com
BNC The article highlights significant governance breakdowns, internal control failures, and questionable executive compensation at CEA Industries Inc. (BNC), as reported by YZi Labs. This suggests a highly negative outlook for the company's management and operational integrity.

Recent Filings Document a Catastrophic Failure of Internal Controls, Including a Lack of Segregation of Duties between the CEO and Accounting Functions

YZi Labs Breaks Down the Seemingly Egregious ~$1.98 Million Exit Package for the Outgoing CEO and Calls on the Board to Justify its Approval of this Wealth Transfer in Apparent Gross Dereliction of Duty

Filings Reveal Retroactive "Make-Up" Pay, Unapproved Equity Plan Substitutes, and Millions in Related-Party Fees Flowing to an Entity Controlled by a Sitting Director

ROAD TOWN, British Virgin Islands, March 23, 2026 (GLOBE NEWSWIRE) -- YZILabs Management Ltd. (“YZi Labs” or “we”), a significant stockholder of CEA Industries Inc. (Nasdaq: BNC) (“BNC” or the “Company”), today issued the following statement in response to the Company’s deeply concerning Form 10-Q and Form 8-K, both filed on March 16, 2026.

While YZi Labs recently addressed the Company's chronic inability to ensure timely insider ownership disclosures in a separate March 10 th 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.

Key Issues Identified in the March 16 SEC Filings:

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.

“A newly appointed CFO and finally bringing material weaknesses to light is not a magic wand for years of structural rot,” said Alex Odagiu, Investment Partner at YZi Labs. “Public companies do not retroactively patch governance failures with $2 million golden parachutes and shadow equity plans. In our view, it is unconscionable that this Board is funneling millions to a related-party Asset Manager and nearly $2 million to an outgoing executive, all while failing to schedule an annual meeting or seeking any stockholder approval, disenfranchising the stockholders footing the bill. It is clear to us that this Board continues to treat a Nasdaq-listed company like a private piggy bank, and stockholders will not tolerate it.”

YZi Labs Calls on the Board to Immediately Address the Following Demands:

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.

About YZi Labs

YZILabs Management Ltd. is an investment firm focused on strategic, transparent, and high-governance participation in the digital asset and blockchain sectors. YZi Labs is committed to advancing best-in-class oversight, operational integrity, and stockholder alignment in all investment partnerships.

Media Contact

media@yzilabs.com

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein (collectively, “YZi Labs”), has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission (“SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain persons nominated for election to the Board.

YZI LABS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS, INCLUDING A WHITE CONSENT CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the consent solicitation are expected to be YZi Labs Management, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillen, Jiajin He, Alex Odagiu, Matthew Roszak and Ling Zhang (collectively, the “Participants”).

As of the date hereof, YZi Labs Management directly beneficially owns 2,150,481 shares of common stock, par value $0.00001 per share (the “Common Stock”). As of the date hereof, YZi Labs Management holds (i) 7,750,510 shares of Common Stock underlying certain Pre-Funded Warrants (the “Pre-Funded Warrants”), (ii) 9,900,991 shares of Common Stock underlying certain Stapled Warrants (the “Stapled Warrants”) and (iii) 3,564,359 shares of Common Stock underlying certain Strategic Advisor Warrants (the “Strategic Advisor Warrants”). Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide that, or the holder has elected that, the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the Company’s then outstanding shares of Common Stock (the “Beneficial Ownership Limitations”). As of the date hereof, none of YZi Labs Management’s Pre-Funded Warrants, Stapled Warrants or Strategic Advisor Warrants are currently exercisable, and are not expected within 60 days to be exercisable due to the Beneficial Ownership Limitations. Mr. Zhao, as the sole director of YZi Labs Management, may be deemed the beneficial owner of the 2,150,481 shares of Common Stock directly owned by YZi Labs. As of the date hereof, Ms. He may be deemed to beneficially own 2,099,644 shares of Common Stock, including 1,188,120 shares of Common Stock underlying certain Stapled Warrants, and Mr. Odagiu may be deemed to beneficially own 4,918 shares of Common Stock. As of the date hereof, each of Messrs. Baucus, Chapman and Roszak, and Msses. Goody Guillen and Zhang do not beneficially own any shares of Common Stock.

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1 Source: FactSet, closing price as of March 16, 2026.

2 Estimated value based on the Company’s March 16, 2026 closing share price of $3.29. Pursuant to the Transition Agreement (Form 8-K dated March 16, 2026), the actual amount payable is calculated as 132,000 shares multiplied by the greater of the 30-trading day average stock price as of March 16, 2026 or the Separation Date, and may therefore differ from this illustrative amount.