YZi Labs Blasts CEA Industries Over ‘Poison Pill’ and Delayed Meeting

TLDR

• YZi Labs has strongly criticized CEA Industries for adopting a stockholder rights plan.
• The plan activates if any group acquires 15% of shares without board approval.
• YZi Labs claims the plan is designed to block shareholder actions by written consent.
• The investment firm says the board is trying to entrench itself and avoid accountability.
• YZi Labs also accused the board of delaying the 2025 annual meeting beyond its due date.

YZi Labs has issued a public statement criticizing CEA Industries for recent changes to its governance structure and meeting schedule, calling the company’s moves stockholder-unfriendly, including a newly adopted stockholder rights plan and amended by laws, while accusing its board of delaying the 2025 annual meeting and weakening shareholder voting rights.

Governance Changes Trigger Dispute Over Stockholder Rights

CEA Industries adopted a stockholder rights plan in December 2025, which YZi Labs immediately opposed in its latest statement. The plan activates if a party acquires 15% or more of CEA’s common stock without board approval.

According to the company, existing stakes such as YZi’s 7% are grandfathered unless they increase post-plan. If triggered, other shareholders may purchase discounted shares, diluting the acquirer’s control.

YZi Labs argues that the board adopted the plan to entrench itself and avoid accountability to stockholders. “The Board has shown that it prefers to restrict stockholder rights,” YZi said in its statement.

The rights plan is set to expire on December 26, 2026, unless terminated earlier by the board under certain conditions. CEA stated that the move aligns with measures used by other public companies to prevent hostile takeovers.

However, YZi believes the plan creates “unnecessary constraints” beyond Nevada law and impedes written consent processes. They claim the board acted despite prior warnings from YZi regarding stockholder voting rights.

The bylaws were also amended to require stockholders to request a record date and submit detailed proposals. All consents must then be submitted within 60 days, adding procedural obligations on shareholders.

Annual Meeting Delay Sparks More Criticism

YZi Labs also criticized CEA Industries for delaying its 2025 annual stockholder meeting beyond its December 17 anniversary. The investment firm claimed the delay reflects the board’s unwillingness to face shareholder scrutiny.

“We are closely monitoring all activities and disclosures by the Company,” YZi stated regarding the rescheduled meeting. The company has yet to confirm a new meeting date or explain the reasons behind the delay.

YZi urged the board to avoid further “manipulative behavior” and to ensure a fair director nomination process. It claimed the board’s oversight had been weak but said this does not excuse future misconduct.

The firm warned that any further degradation of stockholder rights would face resistance from investors. It also emphasized that it remains committed to nominating new board members during the next annual meeting.

DAT Strategy Dispute Adds to Rising Tensions

CEA Industries denied claims that it considered shifting from BNB to other digital assets in its treasury strategy. YZi Labs rejected this denial, citing a public remark from CEO David Namdar at a 2025 industry conference. According to YZi, Namdar discussed considering crypto assets like Solana during the event. The firm called CEA’s denial “irreconcilable” with this statement.

The disagreement adds to YZi’s list of complaints against CEA’s current management and board conduct. The firm stated that other investors share its concerns about the company’s direction and communication.YZi also dismissed suggestions that it had launched competing ventures or deviated from BNB. It continues to assert that it has always supported the company’s stated treasury strategy.

The firm concluded its statement by affirming its intention to support board changes at the next meeting. It claimed it looks forward to giving stockholders a chance to vote on leadership changes in 2025.

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