CEA Industries (NASDAQ:BNC), which recently rebranded its trading ticker to BNC to reflect its pivot into a digital asset treasury (DAT) model, has implemented a limited-duration stockholder rights plan to thwart a takeover bid.
The move, announced late Friday, follows a formal filing by YZi Labs Group to replace the company’s current board of directors after a dramatic 90% collapse in the firm’s share price.
The "poison pill" plan aims to prevent any single entity from gaining control of the company without paying a significant premium to all shareholders.
Under the new terms, one preferred share purchase right will be issued for each common share held as of January 8, 2026.
These rights become exercisable if a person or group acquires 15% or more of CEA’s outstanding common stock.
The conflict centers on CEA’s massive holdings of BNB, the native token of the Binance ecosystem.
Since July 2025, the company has transformed from a vape equipment manufacturer into a crypto-focused treasury firm, amassing over 515,000 BNB tokens valued at approximately $460 million.
However, YZi Labs—the investment vehicle for Binance founder Changpeng Zhao—claims that the company’s management has presided over a "continued destruction of stockholder value."
YZi argues that CEA’s stock has decoupled from the value of its underlying BNB assets, currently trading at a steep discount to its net asset value (NAV).
The YZi Labs Group currently holds a 7% stake in CEA.
However, the group also holds warrants that, if exercised with 61 days' notice, could balloon their ownership to 19.99% or as high as 34.2% on a diluted basis.
The new rights plan is specifically calibrated to trigger at 15%, effectively freezing YZi’s ability to increase its stake via those warrants without triggering massive dilution.
In addition to the rights plan, CEA's board has amended and restated the company’s bylaws to ensure an "orderly and informed" consent solicitation process.
These changes include more stringent requirements for shareholders seeking to act by written consent—a direct response to YZi’s preliminary consent statement filed earlier this month.
The rights plan is scheduled to expire on December 26, 2026, unless the board chooses to redeem it earlier.
The battle for the world's largest publicly listed BNB treasury is expected to intensify in January as the record date for the rights distribution approaches.