CEA Industries (BNC) 10% Owner YZiLabs Exercises Warrants

What Happened

YZiLabs Management Ltd. (reported as a >10% owner; joint-filed with Changpeng Zhao) exercised warrants on September 17, 2026, converting a total of 7,599,264 warrants into 7,599,264 shares of CEA Industries common stock. The exercises were: 2,180,631 Strategic Advisor Warrants and 5,418,633 Pre‑Funded Warrants, each at an exercise price of $0.00001 per share — a total cash outlay of roughly $76. The Form 4 shows acquisition of the common shares and corresponding disposition entries for the derivatives (the warrants) because the warrants were converted into stock.

Key Details

• Transaction date: September 17, 2026.
• Instruments exercised: 2,180,631 Strategic Advisor Warrants (SAW) and 5,418,633 Pre‑Funded Warrants (PFW), totaling 7,599,264 shares.
• Exercise price: $0.00001 per share (footnote F1). Approximate cash paid: ~$76.
• The filing lists both acquisition of shares and disposition of the underlying derivatives (warrants) reflecting conversion.
• Beneficial ownership limits & waiver: YZiLabs’ warrants include Beneficial Ownership Limitations (SAW limit 9.99%, PFW limit 19.99%, Stapled Warrant limit 4.99%). The issuer waived the usual 61‑day notice so YZiLabs could increase those limits and complete these exercises on Sept 17 (footnote F5).
• Reporting parties: YZiLabs Management Ltd. and Changpeng Zhao filed jointly; YZiLabs is listed as the direct owner and Mr. Zhao may be deemed to beneficially own securities held by YZiLabs (footnotes F2–F3).
• Shares owned after transaction: the Form 4 does not state a total post‑transaction beneficial ownership figure for common stock.

Context

• These transactions are derivative exercises (warrants → shares), not open‑market purchases or sales. The disposal lines on the Form 4 reflect the surrender/termination of the warrants upon exercise.
• Cash paid was negligible due to the very low exercise price; this appears to be an ownership/structural conversion rather than a material capital investment.
• YZiLabs is a 10% owner (institutional position) rather than an ordinary employee trade; Mr. Zhao’s joint filing reflects a managerial/pecuniary connection to YZiLabs, not necessarily direct personal trading intent.