YZi Labs, a significant shareholder in CEA Industries, aka  BNC, has just issued a statement criticizing the company’s recent adoption of a stockholder rights plan, which it called a poison pill, and the amendment to its bylaws. 

Those measures were implemented by BNC last December in response to YZi Labs creating a stockholder group that controls around 7% of the company’s common stock and launching a consent solicitation process. 

Filings also indicate it holds warrants that could increase its ownership to as much as 34% on a diluted basis. 

YZi calls CEA Industries’ plan a poison pill

YZi Labs in the statement it shared via its official website has called CEA Industries’ actions stockholder-unfriendly, claiming it is designed to frustrate and delay the ability of stockholders to act by written consent. 

The company claims the effect of these actions is to add unnecessary constraints and procedural burdens that go beyond the requirements of Nevada law. It claims the company’s board of directors took those steps to entrench itself even though YZi had warned that any more degradation of voting rights would be frowned upon by stockholders.

“We warned the Board that it risked exposing itself to potential liability for failure to properly execute its fiduciary duties,” YZi claimed. “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.” 

The prominent Binance-linked investment firm says other stockholders have echoed its sentiments and expressed surprise about BNC’s ill-advised strategic pivot away from BNB.

YZi expressed disappointment that the Board seems to be more focused on putting out 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,” the statement read. 

As it stands, YZi claims BNC has already delayed its 2025 annual meeting, which was supposed to hold on its December 17 anniversary, and has urged the board to avoid engaging in any further manipulative behavior, particularly with respect to the scheduling of the 2025 annual meeting. 

YZi further claims that the board’s oversight of the company has been deficient, but that past errors do not relieve the board members of their responsibility to ensure a fair director nomination and election process, free from conflicts of interest or additional entrenchment-motivated conduct. 

The investment firm has also rejected what it called false claims from BNC that it “has never considered an alternative token for the Company’s digital asset treasury (“DAT”) 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,” YZi has said. 

It concluded its statement by claiming it looks forward to providing stockholders an opportunity to elect new board members at the 2025 Annual Meeting.

What were the poison pill amendments made by BNC?

CEA designed its “poison pill” to deter a hostile takeover and is similar to other rights plans adopted by public companies. It will trigger in the event that a person or group successfully acquires at least 15% of the company’s common stock without the board’s approval. 

Should it come into play, it will allow other shareholders to buy extra shares at a 50% discount, which dilutes the acquirer’s stake, ultimately making their rights void. The current ownership levels, including YZi group’s, are reportedly grandfathered in. However, if there is any increase in their shares following the adoption of the poison pill, the plan is triggered. 

The poison pill or Rights Plan, as it is famously called, is expected to expire on December 26, 2026, or earlier, as provided in the Rights Plan. 

Aside from the poison pill, another measure BNC took was to amend and restate its bylaws to facilitate an orderly process for any future changes in control, enhancing governance and shareholder rights. 

Those amendments will require any stockholder interested in seeking action by written consent, like YZi, to first demand a record date from the company while providing detailed information on par with what is presented in Annual Meeting proposals. 

After that, all consents must be submitted within a 60-day window. 

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