YZi Labs, the investment arm of cryptocurrency exchange Binance, has issued a scathing public statement against CEA Industries Inc., which operates under the ticker BNC. The firm, a significant shareholder controlling approximately 7% of BNC's common stock with warrants that could increase ownership to 34%, is accusing the company's board of directors of adopting anti-shareholder measures to entrench itself.
The core of the dispute centers on two actions taken by BNC in December 2025. First, the company implemented a stockholder rights plan, commonly known as a "poison pill." This plan is designed to deter hostile takeovers by triggering if any person or group acquires 15% or more of BNC's common stock without board approval. If activated, it allows other shareholders to purchase additional shares at a 50% discount, diluting the acquirer's stake. The plan is set to expire on December 26, 2026.
Second, BNC amended its bylaws to impose new requirements on stockholders seeking action by written consent, a process YZi Labs had initiated. The amendments require a formal demand for a record date and confine all consent submissions to a 60-day window. YZi Labs argues these measures impose "unnecessary constraints and procedural burdens" beyond Nevada law and are designed to "frustrate and delay" shareholder actions.
YZi Labs claims it had warned the board that such actions risked exposing directors to liability for failing their fiduciary duties. "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 statement read.
A major point of contention is BNC's strategic direction regarding its digital asset treasury (DAT). YZi Labs expressed surprise and disappointment at BNC's "ill-advised strategic pivot away from BNB." The investment firm directly refuted BNC's claim that it never considered alternative tokens for its DAT strategy, citing an explicit comment from BNC CEO David Namdar at a November 2025 conference where he mentioned contemplating a switch to assets like Solana (SOL).
The conflict has also delayed BNC's 2025 Annual Meeting, which was originally scheduled for December 17. YZi Labs stated it is closely monitoring the situation and looks forward to the meeting as a "critical venue for stockholders to vote on the Board’s composition." The firm has urged the board to avoid further "manipulative behavior" regarding the meeting's scheduling.
