{"url_path":"/sec/bnc/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1482541/0001493152-26-029966-index.html","accession_number":"0001493152-26-029966","cik":"0001482541","ticker":"BNC","issuer_name":"CEA Industries Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1482541/0001493152-26-029966-index.html","primary_entity_key":"0001482541","primary_entity_name":"CEA Industries Inc."},"word_count":1256,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\n*Cooperation\nAgreement with YZi Labs*\n\n \n\nOn\nJune 23, 2026 (the “**Effective Date**”), CEA Industries Inc. (the “**Company**”) entered\ninto a Cooperation Agreement (the “**Cooperation Agreement**”) with YZILabs Management Ltd. (“**YZi Labs**”),\nholder of 2,150,481 shares of the Company’s common stock and warrants to purchase an additional 21,215,860 shares of common stock,\nsubject to the terms and conditions contained therein.\n\n \n\nPursuant\nto the Cooperation Agreement, YZi Labs has agreed, within one business day of the Effective Date, to take all actions necessary or appropriate\nto terminate its consent solicitation with respect to the Company, withdraw certain legal materials submitted relating thereto and make\nall necessary filings with the Securities and Exchange Commission (the “**SEC**”) with respect to the foregoing.\n\n \n\nEffective\nimmediately following the Cooperation Agreement’s execution and delivery by the parties, the Company agreed to increase\nthe size of the Board of Directors of the Company (the “**Board**”) to six directors and appoint Ling “Ella”\nZhang, Alex Odagiu and Matthew Roszak (collectively, the “**YZi Labs Directors**”) to the Board, in each case to\nserve until the Company’s 2026 Special Meeting in lieu of Annual Meetings (the “**2026 Annual Meeting**”)\nand until his or her successor is duly elected and qualified. So long as YZi Labs beneficially owns at least 4.99% of the then-outstanding\nshares of common stock, subject to the terms of the Cooperation Agreement, YZi Labs will have customary replacement rights with respect\nto the YZi Labs Directors.\n\n \n\nThe\nCompany and YZi Labs also agreed that, following the appointment of the YZi Labs Directors, the members of the Board and YZi Labs will\npromptly engage in discussions about the Board’s composition and, as promptly as practicable following such discussions but in\nany event by no later than ninety days after the Effective Date (subject to extension as set forth in the Cooperation Agreement), the\nBoard will increase the size of the Board by one director and appoint a new independent director to be mutually agreeable to the Continuing\nDirectors (as defined in the Cooperation Agreement) and YZi Labs (the “**Mutual Director**” and, together with\nthe YZi Labs Directors, the “**New Directors**”) to the Board.\n\n \n\nThe\nBoard also agreed to, within three business days of the Effective Date, take all action necessary to form a Chief Executive Officer Search\nCommittee (the “**CEO Search Committee**”) for the purpose of conducting a search to identify candidates, and otherwise\nassisting the Board in selecting, the Company’s next chief executive officer (the “**New CEO**”) as promptly\nas practicable and in any event by the earlier of the 2026 Annual Meeting and August 31, 2026. The CEO Search Committee will consist\nof (i) the Mutual Director (upon his or her appointment), (ii) two of the YZi Labs Directors and (iii) two of the Continuing Directors,\nwith the Mutual Director serving as chair (with a YZi Labs Director serving as interim chair prior to his or her appointment). The appointment\nof the new CEO will require, in addition to the approval of a majority of the then-serving members of the Board, the approval\nof at least one YZi Labs Director and at least one Continuing Director, subject to the exceptions set forth in the Cooperation Agreement.\n\n \n\nThe\nCooperation Agreement also provides that, during\nthe period from the Effective Date until at least the appointment of the New CEO, Mr. Odagiu shall serve as Interim President of the\nCompany reporting directly to the Board, subject to removal by the Board for cause, with responsibilities to be determined by the Board following the execution and delivery of the Cooperation Agreement and as previously approved by YZi Labs.\n\n \n\nThe\nCooperation Agreement further provides, among other things, that:\n\n \n\n●The\nsize of the Board will be limited to seven directors during the term of the Cooperation Agreement;\nhowever, if the New CEO is not already a director, the Board size may be increased to nine\ndirectors in order to appoint the New CEO and an additional candidate recommended by YZi\nLabs who is reasonably acceptable to the Continuing Directors;\n\n \n\n●The\nCompany will include the New Directors in the Company’s slate of director nominees\nfor each meeting of stockholders at which director candidates are to be elected during\nthe term of the Cooperation Agreement (and to include the Continuing Directors in the slate\nfor the 2026 Annual Meeting) and to solicit proxies in favor of the election of, and otherwise\nsupport the election of, such directors on the same basis as the Company’s other nominees\nfor election at such meeting;\n\n \n\n●During\nthe term of the Cooperation Agreement, YZi Labs and certain restricted persons will be subject\nto customary standstill restrictions relating to, among other things, acquisitions of the\nCompany’s common stock, director nominations, proxy contests, other activist campaigns,\nunsolicited takeover bids and related matters;\n\n \n\n \n\n \n\n \n\n●During\nthe term of the Cooperation Agreement, YZi Labs has agreed to vote all voting securities\nthat it and its affiliates have the right to vote at any annual or special meeting of stockholders\n(and in any action by written consent) in accordance with the Board’s recommendations,\nsubject to certain exceptions;\n\n \n\n●Each\nof the parties has agreed to customary mutual non-disparagement provisions prohibiting public\nor private statements that would disparage or otherwise reflect detrimentally on the other\nparty and certain representatives, subject to certain exceptions, including as required by\nlaw;\n\n \n\n●Each\nof the parties has agreed to a mutual release of claims arising out of events occurring prior\nto the Effective Date, and during the term of the Cooperation Agreement, each of the\nparties has agreed not to encourage, pursue or assist in any litigation against the other\nparty or its affiliates, associates or certain representatives, subject to certain exceptions,\nincluding for enforcement of the Cooperation Agreement and claims of fraud; and\n\n \n\n●The\nCooperation Agreement will terminate upon the earlier of (i) the date that is one month before\nthe last day upon which nominations of candidates for election as a director to the Board\nmay be made pursuant to the Company’s bylaws (the “**Nomination Deadline**”)\nwith respect to the Company’s 2029 annual meeting of stockholders and (ii) 120 days\nprior to the third anniversary of the 2026 Annual Meeting; provided that the Cooperation\nAgreement will terminate (a) one month before the Nomination Deadline with respect to the\nCompany’s 2027 annual meeting of stockholders if the Company has not notified YZi Labs\nthat a majority of the members of the Board other than the YZi Labs Directors have\nirrevocably offered to renominate each of the then serving YZi Labs Directors for election\nat the Company’s 2027 annual meeting of stockholders and (b) one month before the Nomination\nDeadline with respect to the Company’s 2028 annual meeting of stockholders unless (x)\nthe Company has notified YZi Labs that a majority of the members of the Board other than\nthe YZi Labs Directors have irrevocably offered to renominate each of the then serving YZi\nLabs Directors for election at the Company’s 2028 annual meeting of stockholders and\n(y) a majority of such YZi Labs Directors consent to such renomination.\n\n \n\nThe\nforegoing summary of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the\nfull text of the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.\n\n \n\nA\ncopy of the press release issued by the Company and YZi Labs on June 23, 2026 announcing the execution of the Cooperation Agreement and\nrelated matters is attached hereto as Exhibit 99.1 and incorporated herein by reference."}