{"url_path":"/sec/bnc/8-k/2026-06-24/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","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":1150,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n** **\n\nThe\ninformation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\n \n\n*Resignation\nof Nicholas J. Etten from the Board*\n\n \n\nAs\npreviously reported in a Current Report on Form 8-K filed by the Company on June 16, 2026, Nicholas J. Etten tendered his resignation\nas a director of the Board and as a member of any committees thereof on which he served, which resignation became effective as of immediately\nfollowing execution and delivery of the Cooperation Agreement.\n\n \n\n*Appointment\nof YZi Labs Directors to the Board*\n\n \n\nOn\nJune 23, 2026, effective as of immediately following\nthe execution and delivery of the Cooperation Agreement by the parties, the Board increased the size of the Board to six directors and\nappointed Ms. Ling “Ella” Zhang, Mr. Alex Odagiu and Mr. Matthew Roszak to the Board, each to serve until the Company’s\n2026 Annual Meeting and until his or her successor is duly elected and qualified. The Board also determined that Mr. Roszak is an independent\ndirector under the listing rules of The Nasdaq Stock Market.\n\n \n\nExcept\nfor the Cooperation Agreement, there are no arrangements or understandings between any of Ms. Zhang, Mr. Odagiu, or Mr. Roszak pursuant\nto which they were elected as a director. There are no transactions in which Mr. Roszak has an interest requiring disclosure under Item\n404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”). On August\n5, 2025, the Company entered into a strategic advisor agreement with YZi Labs, where Ms. Zhang is Managing Partner and Head and Mr. Odagiu\nis an Investment Partner, pursuant to which the Company issued to YZi Labs strategic advisor warrants to purchase an aggregate of 3,564,359\nshares of Common Stock with an exercise price of $0.00001 per share (the “**Strategic Advisor Warrants**”) as compensation\nfor services under such agreement. Ms. Zhang and Mr. Roszak will receive the standard compensation paid to the Company’s outside\ndirectors, which may include cash retainers, equity awards and cash compensation. Mr. Odagiu’s compensation in connection with\nhis role as Interim President and director will be subsequently disclosed. The Company intends to enter into customary indemnification\nagreements with the YZi Labs Directors in connection with their appointments. As of the date hereof, the Board has not appointed the\nYZi Labs Directors to any committees.\n\n \n\nLing\n“Ella” Zhang, age 44, has served as Managing Partner and Head of YZi Labs, an investment firm focused on the digital asset,\nblockchain, Web3, AI, and biotech sectors, since January 2025. Ms. Zhang has also served as President of Shop Social, Inc. (Trendsi),\nan AI-powered supply chain and fashion B2B platform, since January 2025, and where she previously served as Co-Founder and Chief Executive\nOfficer from 2020 to December 2024. Previously, Ms. Zhang served as Founder of Binance Labs, the former venture arm of Binance, the world’s\nleading crypto exchange, and the predecessor to YZi Labs, from 2018 to 2019. Prior to that, Ms. Zhang served as Co-Founder and a member\nof the board of directors of Chengdu Xiaoduo Technology, an AI-powered customer service and enterprise automation solutions company,\nfrom 2014 to 2020. Earlier in her career, Ms. Zhang served as an Investment Principal of Kleiner Perkins Caufield & Byers (n/k/a\nKleiner Perkins), a leading venture capital firm focused on incubation, early stage and growth companies, from 2010 to 2015; a Key Account\nManager at Google Inc., a global technology company, from 2008 to 2010; and a Senior Marketing Manager of Tencent Holdings Limited, an\ninternet and technology company where she was the founding member of Tencent e-commerce, from 2005 to 2008. Ms. Zhang received a B.S.E.E\nin Electrical and Electronics Engineering from the University of Electronic Science and Technology of China and an M.B.A. from Stanford\nUniversity Graduate School of Business.\n\n \n\nAlex\nOdagiu, age 35, has served as an Investment Partner of YZi Labs, an investment firm focused on the digital asset, blockchain, Web3, AI,\nand biotech sectors, since September 2025, where he identifies and evaluates high-potential investment opportunities, conducts due diligence,\nstructure deals, and presents recommendations, provides strategic guidance to portfolio companies on scaling, fundraising, and operations,\nand builds relationships with founders, investors, and partners. Mr. Odagiu previously served as an Investment Director of YZi Labs from\nJanuary 2022 to September 2025, as well as an Investment Manager from September 2021 to December 2021. Prior to that, Mr. Odagiu served\nas an Associate at Letterone Technology (UK) LLP, an affiliate of Letterone Investment Holdings SA, an investment firm focused on the\ntechnology sector, from 2019 to January 2021. Mr. Odagiu began his career at Goldman Sachs International, an affiliate of The Goldman\nSachs Group, Inc. (NYSE: GS), a multinational investment bank and financial services company, where he served in the Investment Banking\nDivision as an Associate from 2016 to 2018, as well as an Analyst from 2014 to 2016. Mr. Odagiu received an M.A. (Hons) in Economics\nand Mathematics from the University of St Andrews.\n\n \n\n \n\n \n\n \n\nMatthew\nRoszak, age 53, has served as a Co-Founder and Chairman of each of Bloq, Inc., a blockchain infrastructure and enterprise technology\ncompany, since December 2015, as well as Hemi Labs, Inc., a Bitcoin DeFi and programmability platform, since February 2024. Mr. Roszak\nalso currently serves as the Founding Partner of Tally Capital, LLC, a private investment firm focused on crypto, AI, and biotech, since\nJune 2014, and as a General Partner of Off The Chain Capital, LLC, a digital asset investment fund, since August 2019. In addition, Mr.\nRoszak currently serves as the Chairman of the Advisory Board of The Digital Chamber, a global blockchain trade association, since June\n2014. Mr. Roszak previously served as a member of the board of directors of 180 Connect, Inc. (formerly TSX: NCT.U), a national provider\nof digital integration and satellite installation services, from 2002 to 2006. Mr. Roszak received a B.A. in Economics from Lake Forest\nCollege.\n\n \n\n*Appointment\nof Alex Odagiu as Interim President*\n\n \n\nOn\nJune 23, 2026, effective immediately following the execution and delivery of the Cooperation Agreement, the Board appointed\nAlex Odagiu as the Interim President of the Company. In accordance with the Cooperation Agreement, Mr. Odagiu will report\ndirectly to the Board, subject to removal by the Board for cause, and will have the responsibilities determined by the Board and\napproved by YZi Labs.\n\n \n\nThere\nare no family relationships between Mr. Odagiu and any director or executive officer of the Company and no transactions involving Mr.\nOdagiu and the Company that would be reportable under Item 404(a) of Regulation S-K under the Exchange Act, except for the Strategic\nAdvisor Warrants issued to YZi Labs as reported above under “Appointment of YZi Labs Directors to the Board”.\nMr. Odagiu was selected as Interim President of the Company pursuant to the Cooperation Agreement."}