CEA Industries (BNC) Proxy Filing summary

Executive summary

• Board adopted a stockholder rights agreement on December 26, 2025, in response to a group seeking control of the company.

• Rights Agreement includes a dividend of one right per outstanding share and for certain warrants, effective January 8, 2026.

• Each right allows purchase of one one-thousandth of a share of Series C Junior Participating Preferred Stock at $33.50 per right.

• Rights are not expected to interfere with any merger or business combination approved by the board.

• Press release announced the adoption of the Rights Agreement on December 28, 2025.

Voting matters and shareholder proposals

• YZi Labs Group, holding 7% of common stock, seeks control of the board and has nominated seven directors.

• YZi Labs Group could increase holdings up to 34.2% on a diluted basis through warrants.

• Rights Agreement and bylaws do not prevent YZi Labs from soliciting stockholder support or consents.

Board of directors and corporate governance

• Board approved the Rights Agreement and a Certificate of Designation for Series C Junior Participating Preferred Stock.

• Certificate of Designation filed with Nevada Secretary of State, effective December 29, 2025.