CEA Industries ends proxy fight, adds Ella Zhang to board

CEA Industries (Nasdaq: BNC) and its largest shareholder, YZi Labs, reached a cooperation agreement that ends YZi’s proxy contest and adds three representatives to CEA’s board. Ella Zhang, head of YZi Labs, joined the board alongside YZi investment partner Alex Odagiu and Bloq co-founder Matthew Roszak. The three will serve with the company’s existing directors.

Alex Odagiu will serve as interim president while the board creates a committee to conduct a search for a new chief executive. Current CEO David Namdar, who announced his intent to leave in March 2026, will remain in place during the transition to support an orderly handover.

Under the agreement, YZi Labs agreed to terminate its proxy contest and withdraw outstanding consent solicitation efforts, books-and-records demands and record date requests. The formal campaign for board control began in November 2025, when YZi filed to expand the board, unwind recent bylaw changes and install its own slate through a written-consent process. At the time, YZi argued CEA had underperformed since closing a $500 million private placement.

YZi raised concerns about CEA’s governance and the company’s long-term asset-management agreement with 10X Capital, which manages CEA’s digital-asset treasury. Last month CEA filed a lawsuit seeking to void the partnership with 10X and to recover fees paid under that agreement. Earlier this year CEA adopted a shareholder rights plan intended to limit rapid accumulation of control by outside parties; YZi criticized that plan during its campaign.

CEA shares rose after the announcement, closing up 8.35% at $2.27 on Tuesday. The stock has fallen about 64.7% since the start of the year. The BNB digital asset held in CEA’s treasury has shown price volatility this year and is down roughly 33% year-to-date.

The cooperation agreement ends the immediate governance confrontation, formalizes YZi’s board representation and sets the company on a path to search for new executive leadership while litigation over its asset-management arrangements proceeds.