CEA Industries faces board control bid amid consent fight

What to Know:

• CEA stock plunged 95% amid alleged secret agreement dispute involving YZi Labs.
• Market confidence collapsed after governance, disclosure tensions; prior surge tied to BNB pivot.

Shares of CEA Industries (ticker: BNC) have fallen about 95% in seven months after the company alleged the CZ family office, YZi Labs, was tied to “secret agreements.” The drawdown followed a sharp shift in market confidence as governance and disclosure disputes escalated.

Before the collapse, the stock had surged on a strategic pivot into a Binance Coin (BNB) treasury model and a large financing package. As reported by CoinCentral, shares spiked roughly 550–600% in late July 2025 when the pivot and a $500 million PIPE backed by YZi Labs and 10X Capital were announced.

Immediate impact on governance, fees, and shareholder rights

The board’s defensive measures and the activist response became the immediate battleground. CrowdfundInsider notes that YZi Labs launched a consent solicitation to replace CEA board members and roll back recent bylaw changes and a poison pill rights plan it views as stockholder‑hostile.

In practice, a poison pill dilutes or deters large accumulations without board approval, while bylaw amendments can limit action by written consent. If successful, a consent solicitation to replace CEA board directors could alter control, unwind the rights plan, and restore shareholder avenues outside annual meetings.

Fee structures also moved to center stage. According to RootData, CEA’s board alleged a “secret side agreement” involving 10X Capital and YZi Labs that diverted a portion of asset‑management fees and constrained renegotiation of the company’s principal Asset Management Agreement (AMA).

YZi Labs disputes that account and points to regulatory disclosures. As stated by GlobeNewswire, the family office says the arrangement was disclosed in a Schedule 13D filing in November 2025 and that its separate Strategic Services Agreement (SSA) was terminated in December 2025 without payments. “We terminated the SSA by written notice on December 11, 2025,” said YZi Labs in its response.

Analysts also warn the business model now hinges on a single crypto asset. BeyondSPX argues that concentrating the treasury in BNB introduces outsized exposure to token performance, regulatory classification, and the health of the Binance ecosystem.

Separate disclosure questions have surfaced around ownership reporting. GuruFocus highlights concerns raised by YZi Labs over whether certain parties timely filed Schedule 13D and Section 16 forms, obligations that apply when holdings cross defined thresholds.

Meeting timing has become another flashpoint. MEXC reports that pushing the 2025 annual meeting beyond typical deadlines has prompted warnings about potential Nasdaq compliance and even delisting risk if not remedied.

At the time of this writing, Binance Coin (BNB) trades around $626, providing context for treasury valuation sensitivity.

CEA Industries secret agreement dispute: what each side asserts

CEA Industries contends a side arrangement between 10X Capital and YZi Labs siphoned fees and limited its ability to renegotiate the AMA, while the SSA lacked proper disclosure. The company links these issues to broader governance friction and investor uncertainty.

YZi Labs maintains the agreement was disclosed via Schedule 13D and says the SSA was ended without payments, disputing any constraint on AMA negotiations. “Secret side agreement” is how CEA’s board characterizes the disputed document, underscoring the disclosure rift.