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DEFA14A ·Filed Feb 24, 2026

BNC

CEA Industries Inc.
BEARISH
Impact 7/10
Horizonweeks Processed8mo ago SEC0001493152-26-007914
Proxy solicitation materials
Actionable Insight ▼ Bearish

Traders should monitor for the upcoming consent revocation statement and assess whether YZi Labs discloses the full agreement. A failure to disclose could intensify regulatory scrutiny or shareholder backlash. The situation presents event-driven volatility risk, especially if control of the company shifts or if hidden fees are later revealed to be substantial.

DirectionBearish
Confidencehigh
Horizonweeks
Final — all horizons settled through T+60d ⚠ clustered
BNC ▼ -28.12% at T+60d
SHORT call ✓ call won +28.12% · α vs SPY +35.07% · entry $3.77 → $2.71
Entry = T+0 close
Feb 24, 2026
via day close
T+1d
0.00%
call 0.00% · α -0.55%
$3.77
settled 8mo ago
T+5d
-2.12%
call +2.12% · α +1.02%
$3.69
settled 8mo ago
T+20d
-16.45%
call +16.45% · α +11.21%
$3.15
settled 7mo ago
T+60d
-28.12%
call +28.12% · α +35.07%
$2.71
settled 5mo ago

Price Chart

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Executive Summary

CEA Industries Inc. (BNCWW) filed a DEFA14A in connection with an ongoing consent solicitation involving YZi Labs, which is attempting to effect corporate changes without a shareholder meeting. The company is actively opposing this effort and has publicly demanded that YZi Labs disclose a 'Secret Side Agreement' with 10X Capital that includes undisclosed fees and contains confidentiality provisions preventing full disclosure to the board or shareholders. This filing serves as part of BNC's campaign to revoke shareholder consents previously submitted in favor of YZi Labs' proposals.

Key Facts

  • CEA Industries is contesting a consent solicitation led by YZi Labs, a significant shareholder or activist party.
  • The company alleges the existence of a 'Secret Side Agreement' between YZi Labs and 10X Capital Asset Management that contains undisclosed fees and a non-disclosure provision preventing transparency to the board and shareholders.
  • A partial copy of the agreement was released four months after execution but omitted key financial terms, particularly YZi Labs' fee structure.
  • CEA Industries is preparing to file a consent revocation statement and accompanying 'YELLOW consent revocation card' to reverse any consents granted to YZi Labs.
  • The solicitation involves corporate governance control, with management urging shareholders to act based on incomplete information from YZi Labs.

Financial Impact

Potential shift in corporate control and governance; financial terms of the hidden agreement could involve material fees or conflicts of interest affecting asset management costs and profitability, though exact figures are undisclosed.

governancetransparencypotential dilutionmanagement feesshareholder rights

Risk Factors

  • Loss of corporate control by current management if YZi Labs secures sufficient consents.
  • Potential conflicts of interest or undisclosed financial obligations that could impact BNC's financial performance or governance integrity.
  • Regulatory or legal risks if the non-disclosure is found to violate securities transparency rules.

Market Snapshot

Exchange
Nasdaq

Investment Themes

Consumer & Retail

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
DEFA14A Filing (Primary)0001493152-26-007914
Document: 0001493152-26-007914-index-headers.html0001493152-26-007914
Document: 0001493152-26-007914-index.html0001493152-26-007914
Document: 0001493152-26-007914.txt0001493152-26-007914
17 reports for BNC
Performance horizon
33% Hit rate @ T+20 2 of 6 directional calls Went positive at some point 4 of 7 best @ T+60▲ +33.44%Mar 16, 2026
Filters
Rows
Reports for BNC — sortable, filterable
TypeNow
Oct 22, 2026
4d ago
3
NEUTRAL ★ 2/10
$5.19awaiting T+20—$5.33 (+2.70%)
Oct 19, 2026
7d ago
8-K
NEUTRAL ★ 4/10
$4.67awaiting T+20—$5.33 (+14.13%)
Oct 7, 2026
19d ago
3/A
BEARISH ★ 5/10
$5.10awaiting T+20—$5.33 (−4.51%)
Sep 11, 2026
6w ago
8-K
BEARISH ★ 5/10
$5.27 $5.20▲ +1.33%▲ +3.59%$5.33 (−1.14%)
Aug 10, 2026
11w ago
8-K
NEUTRAL ★ 2/10
$2.43 $4.43▲ +82.30%▲ +83.36%$5.33 (+119.34%)
Jul 10, 2026
15w ago
3
NEUTRAL ★ 2/10
$2.81 $2.41▼ −14.23%▼ −17.42%$5.33 (+89.68%)
Jun 23, 2026
17w ago
8-K
BEARISH ★ 6/10
$2.69 $2.95▼ −9.67%▼ −7.73%$5.33 (−98.14%)
Jun 23, 2026
17w ago
10-Q/A
BEARISH ★ 7/10
$2.69 $2.95▼ −9.67%▼ −7.73%$5.33 (−98.14%)
Jun 23, 2026
17w ago
10-Q/A
BEARISH ★ 6/10
$2.69 $2.95▼ −9.67%▼ −7.73%$5.33 (−98.14%)
Jun 17, 2026
18w ago
8-K
BEARISH ★ 7/10
$2.25 $2.95▼ −31.11%▼ −30.58%$5.33 (−136.89%)
Showing 10 of 17

US Market Status

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Report published Feb 24, 2026