TLDR:
- YZi Labs formally terminated the SSA on December 11, 2025, with full notification to the BNC Board.
- The SSA was publicly disclosed in Schedule 13D and consent solicitation filings.
- YZi Labs repeatedly offered to waive all fees to support the AMA amendments.
- Currently, no agreement involving YZi Labs blocks any changes to the Asset Management Agreement.
YZi Laboratoriesone of the largest shareholders of CEA Industries Inc. (NASDAQ: BNC), issued a statement in response to claims made in BNC’s February 4, 2026 press release.
The company rejected claims that it blocked amendments to 10X Capital’s Asset Management Agreement (AMA) through a secret agreement.
YZi Labs emphasized that the Strategic Services Agreement (SSA) was formally terminated on December 11, 2025 and disclosed in multiple filings, ensuring full transparency for BNC’s board of directors, management and shareholders.
The strategic services agreement was fully disclosed
YZi Labs clarified that the SSA was negotiated and executed with the full knowledge of BNC, its Board and its legal advisors.
Hans Thomas, CEO of 10X Capital and Director of the BNC, together with Alexander Monje, Legal Director of 10X Capital, were directly involved in the negotiation of the SSA.
Two additional people with connections to both 10X Capital and BNC management (Russell Read and David Namdar) were fully aware of the terms of the deal.
YZi Laboratories stated: “It is appalling that the BNC is now suggesting that the SSA was not disclosed or was secretive.” The company noted that legal advisors, including Winston & Strawn LLP, advised 10X Capital regarding the SSA, confirming procedural compliance.
YZi Labs publicly disclosed the SSA in its Schedule 13D filing on November 26, 2025, with a copy of the SSA attached.
A preliminary consent request statement filed on December 1, 2025 also included the SSA disclosure. YZi Laboratories noted: “We disclosed the SSA in both our initial Schedule 13D filing and our preliminary consent solicitation statement, which BNC, its board of directors and management are well aware of.”
The company emphasized that BNC’s claims about a “secret side agreement” are inaccurate and misleading. “The Strategic Services Agreement was negotiated and executed with the full knowledge of the BNC Board of Directors and management.” the statement said, reinforcing that the SSA was never hidden.
The termination of the SSA prevented any blocking of the AMA changes
YZi Labs formally terminated the SSA on December 11, 2025, by providing written notice to 10X Capital. A letter addressed to the BNC Board of Directors dated December 13, 2025 confirmed the termination.
“With repeated offers to waive all fees and termination from SSA, we see no way SSA can block any amendment to the AMA.” YZi Labs said.
Despite repeated offers, 10X Capital did not substantially commit to fee reductions. YZi Labs noted that the Board acknowledged SSA’s termination in a response letter dated January 12, 2026, without raising questions about its status.
In early February 2026, YZi Labs addressed claims by certain shareholders that the SSA was still valid. “We have sent the SSA termination notice dated December 11, 2025 to BNC CEO Mr. Namdar to clarify the SSA termination status.” the company said.
YZi Labs concluded: “We remain committed to transparency and the best interests of all BNC shareholders.” confirming that no agreement involving YZi Labs currently blocks amendments to the WADA.
The company continues to support governance arrangements that reflect market standards and long-term value creation.
