CEA Industries Faces New Turn as YZi Labs Proxy Fight Ends

TLDR

• CEA Industries signed a cooperation agreement with YZi Labs, ending the proxy dispute with its largest shareholder.
• CEA added YZi Labs head Ella Zhang, Alex Odagiu, and Bloq co-founder Matthew Roszak to its board.
• Alex Odagiu will serve as interim president while CEA searches for a new CEO.
• David Namdar will remain CEO during the transition after announcing his planned departure in March.
• YZi Labs agreed to end its consent solicitation and withdraw related records demands.

CEA Industries (NASDAQ: BNC) ended its proxy dispute with YZi Labs after signing a cooperation agreement with its largest shareholder. The BNB treasury company added three directors to its board. The deal ends the consent campaign that targeted CEA’s board and governance.

CEA Industries Inc. Common Stock, BNC

CEA Industries, YZi Labs Reach Board Settlement

Under the agreement, CEA appointed YZi Labs’ head, Ella Zhang, to its board. The company also added YZi Labs’ investment partner, Alex Odagiu, and Bloq co-founder, Matthew Roszak.

The three directors joined the current board after both sides reached a cooperation deal. Therefore, CEA now moves forward with a wider board during its leadership transition.

Odagiu will serve as interim president while the company searches for a new CEO. A dedicated committee will lead that search, according to the company release.

David Namdar, who announced his exit in March, will remain CEO during the transition. The move keeps CEA under management during the search.

The agreement also ends YZi Labs’ proxy contest against CEA. YZi Labs agreed to stop its consent solicitation and withdraw related records demands.

YZi Labs also withdrew record date requests tied to the campaign. The settlement closes the dispute over board control.

The conflict started in late 2025 after YZi Labs challenged CEA’s governance approach. It argued that CEA underperformed after a $500 million private placement, despite BNB gains.

CEA Governance Dispute Ends After BNB Treasury Pressure

In November 2025, YZi Labs filed materials seeking changes at CEA. The plan included expanding the board and reversing recent bylaw changes.

YZi Labs also sought to install its own director slate through written consent. That move increased pressure on CEA’s leadership and governance structure.

The shareholder also raised concerns about CEA’s relationship with 10X Capital. 10X manages CEA’s digital asset treasury under a long-term asset management agreement.

CEA filed a lawsuit against 10X last month to void that partnership. The company also seeks to recover all fees paid under the agreement.

Earlier this year, YZi Labs criticized CEA after it adopted a shareholder rights plan. That plan can deter hostile takeovers by making control bids more expensive.

The market reacted after CEA confirmed the cooperation agreement. CEA Industries stock closed up 8.35% at $2.27 on Tuesday.

However, BNC has fallen 64.7% since the start of the year. BNB traded at $575.86 after dropping 2.6% in 24 hours and 33% year-to-date.

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