CEA Industries Provides Detailed Update on Renegotiation of Asset Management Agreement with 10X Capital

LOUISVILLE, CO, March 26, 2026 – CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”) has released a comprehensive update on its ongoing efforts to renegotiate its Asset Management Agreement (AMA) with 10X Capital Asset Management LLC (“10X”). This development follows increasing scrutiny from stakeholders regarding the terms and potential financial impact of the current agreement.

Key Points from the Update

• Renegotiation Efforts: Since February 18, BNC’s Board of Directors has actively sought to renegotiate the AMA to better align with market standards. Specific proposed amendments were formally delivered to 10X on March 8, 2026.
• Major Proposed Amendments:
  • Management Fees: Reduction in management fees payable to 10X from 1.75% of the Company’s treasury asset NAV to 0.50% of NAV, with the possibility of a performance bonus up to 0.25% based on income generated.
  • Term of Agreement: Shortening the term from 20 years to two years from the original AMA date.
  • Liquidated Damages: Proportionate reduction in termination fees, with no fees payable if the agreement is terminated for cause.
• Comparison with YZi Labs: The Board emphasizes that these proposed terms are more favorable to BNC stockholders compared to the terms demanded by YZi Labs in its communications with the Company and 10X.

Significant Issues for Shareholders

• 10X’s Response: While initially expressing willingness to engage, 10X has not provided a comprehensive counterproposal or substantive feedback on the most critical economic terms. Its only concession was a nominal fee reduction, which BNC describes as “cosmetic,” especially since 10X is no longer sharing fees with YZi Labs after their side agreement was terminated.
• Potential Impact on Fees: Due to the termination of the 10X–YZi Labs side agreement, BNC believes 10X’s net management fee could actually increase, contrary to the Board’s efforts to lower costs for shareholders.
• Delays and Stalling Tactics: The Board accuses 10X of delaying negotiations by initiating a benchmarking exercise, despite BNC’s own advisors already having conducted a thorough analysis to support their proposal. The Board sees this as an attempt to stall and avoid meaningful concessions.
• No Unilateral Authority: The current Board cannot unilaterally amend or terminate the AMA without paying a substantial break fee, as the original agreement is highly restrictive. Constructive engagement from 10X is required to achieve a market-standard agreement.
• Ongoing Commitment: Despite these challenges, BNC’s Board remains committed to pursuing all avenues to reform the agreement and enhance shareholder value.

Other Important Shareholder Notices

• Consent Solicitation Battle: BNC is preparing to file a consent revocation statement in response to a consent solicitation by YZi Labs. Shareholders are strongly encouraged to read all forthcoming SEC filings—including the definitive consent revocation statement and accompanying yellow consent revocation card—to ensure they are fully informed about their rights and any actions to take.
• Participant Disclosures: The Company’s directors and certain executive officers are considered “participants” in this solicitation and their interests, including security holdings and compensation, are disclosed in recent SEC filings and will be updated in future filings as necessary.

Potential Price-Sensitive Information

• Material Change in Management Fees: A successful renegotiation resulting in lower management fees and a shorter contract term could materially improve BNC’s cost structure and profitability, potentially impacting share value.
• Risk of Ongoing High Costs: Failure to renegotiate the AMA could mean continued high fees and restrictive terms, which may negatively affect shareholder returns and share price.
• Governance and Activism Risk: The ongoing dispute and consent solicitation by YZi Labs may lead to changes in Board composition or strategy, introducing uncertainty and possible volatility for investors.

Forward-Looking Statements and Risks

The Company cautions that statements in this update are forward-looking and subject to risks and uncertainties, including the potential inability to renegotiate the AMA, the competitive environment, and the future value and adoption of BNB (the Company’s primary treasury asset). Investors are encouraged to review all SEC filings for a detailed discussion of risk factors.

Additional Information

• SEC Filings: All relevant documents, including the consent revocation statement and updates on the Board’s negotiations, will be available on the SEC’s website and the Company’s investor relations page.
• Contact Information:
  • Media inquiries: [email protected]
  • Investor relations: [email protected]

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The forward-looking statements contained in this article are subject to numerous risks and uncertainties, as outlined in official SEC filings. Actual results may differ materially from those projected.

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