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Believes that Thomas’ Belated SEC Filings Are Not a Cure – But Rather an Admission of a Systemic Breakdown in BNC’s Internal Controls
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Reiterates Demand for Full Disclosure of Potential 10X Group – Including Identity of “Certain Members of 10X BNB Cayman Sponsor and Third-Parties”
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Believes a Board that Cannot Ensure Basic Section 16 Compliance Has No Credibility with Investors
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ROAD TOWN, British Virgin Islands, March 10, 2026 (GLOBE NEWSWIRE) — YZILabs Management Ltd. (“YZi Labs” or “YZi”), a significant stockholder of CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), today issued the following statement regarding recent Section 16 filings by Hans Thomas, a director of BNC and the Founding Partner of 10X Capital Asset Management LLC (“10X”), BNC’s asset manager.
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After weeks of public pressure and repeated calls by YZi Labs for basic compliance with federal securities laws, Mr. Thomas has finally filed his long-overdue Form 3 and Form 4 with the U.S. Securities and Exchange Commission. These filings confirm what stockholders have been forced to infer from fragments and arithmetic in prior disclosures: material ownership interests, warrant transfers, and warrant exercises connected to 10X-linked entities occurred throughout 2025 and were not reported on a timely basis as required under federal securities law.
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However, these late filings only partially fill the transparency gap and raise serious new questions and heighten concerns that 10X and affiliated persons may have formed an undisclosed “group” under Section 13(d) of the Exchange Act.
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1. Belated Filings Are Not a Cure – They Are an Admission of a Systemic Compliance Breakdown
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Mr. Thomas’ initial Form 3 lists an event date of August 5, 2025, yet it was not filed until March 2, 20261 – an astounding 199 days (or 6.5 months) after the deadline to file the Form 3. His Form 4 reports transactions dated September 22, 2025, October 1, 2025, October 8, 2025, and December 3, 20252 – all inexplicably filed well after their respective two-business-day deadlines. The Company’s persistent inability to ensure timely Section 16 compliance by its own directors is alarming. Who, if anyone, at the Company is aware of reporting obligations and is ensuring the Company and its directors maintain basic compliance? In our view, these late filings reflect a clear collapse of the basic internal controls and compliance protocols that public company investors expect and should be able to take for granted.
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2. Why is 10X Capital Quietly Reducing and Dispersing its Position?
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The filings show 10X Capital Partners LLC reduced its Asset Manager Warrant position through transfers to one or more unnamed “third-party/ies,” leaving 10X with a materially smaller position.3
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If 10X’s ownership and influence are truly benign and fully disclosed, stockholders deserve a straightforward explanation. Why is the architect of the Company’s 20-year Asset Management Agreement quietly reducing and redistributing its exposure while keeping the Company trapped in a punitive contract?
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3. Vague References to “Third-Parties” Are Not Transparency – This is Camouflage
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The filings further state that 10X BNB Cayman Sponsor transferred all of its Strategic Advisor Warrants to “certain members… and third-parties,” and that it no longer beneficially owns any such warrants following the transfers, including roughly one-third of which that were transferred to and exercised by 10X LLC.4 This phrasing is precisely the kind of vague, legally sanitized disclosure that invites obvious scrutiny: were these transfers made to independent, arm’s-length recipients or to friendly hands acting in concert?

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