CEA Industries Inc. (NASDAQ: BNC) issued a statement on February 13 2026 refuting claims by YZi Labs Management Ltd. that the company was at risk of delisting for failing to hold its annual meeting on time. The statement confirms that BNC is in full compliance with Nasdaq Rule 5620(a) and that the fiscal year‑end change, approved in July 2025, was properly disclosed and executed.
Under Nasdaq Rule 5620(a), a company must hold its annual meeting by the end of its fiscal year; if it does not, it may be required to submit a plan to regain compliance. BNC’s fiscal year ended on April 30, 2026, and the company’s board moved the year‑end to June 29, 2025—effective April 30, 2026—to align with the fiscal year of its largest operating subsidiary. The change was disclosed in a Form 8‑K filed on July 3 2025 and was approved in accordance with applicable law.
YZi Labs alleged that BNC’s failure to hold the meeting on schedule would trigger Nasdaq’s discretionary delisting authority and that the fiscal year‑end shift was intended to thwart YZi Labs’ voting rights. The company’s statement counters that the year‑end change occurred well before YZi Labs acquired any shares and was not designed to disadvantage the investor group. It also notes that YZi Labs has launched a consent solicitation to change BNC’s leadership, adding a governance dimension to the dispute.
BNC’s statement includes the following direct quotes: “We are disappointed that YZi Labs would resort to promoting baseless conspiracy theories that it knows, or should know, are false.”, “The Company will not be drawn into inflammatory public exchanges and remains focused on disciplined governance, long‑term value creation and acting in the best interests of all stockholders.”, and “BNC is in full compliance with Nasdaq Rule 5620(a). Nasdaq rules also allow the Company to submit a plan to regain compliance if the Annual Meeting has not been held by the fiscal year end. Given that our fiscal year does not even end for two more months, YZi Labs' reckless claim that the Company is at risk of delisting is self‑evidently false.” The company also added, “Furthermore, contrary to YZi Labs' implication that the change to the Company's fiscal year end was intended to disadvantage or thwart YZi Labs, the Company transitioned its fiscal year end on June 29, 2025 — well before YZi Labs had acquired a single share of BNC stock — to align with the fiscal year end of the Company's then‑largest operating business. This change was approved in accordance with applicable law and was properly disclosed to all stockholders on a Form 8‑K filed on July 3, 2025.”
The dispute follows a prior Nasdaq reprimand in October 2025 for a change‑of‑control transaction that lacked shareholder approval. Nasdaq closed its inquiry without issuing a delisting notice, and BNC subsequently completed a $500 million private placement on August 5 2025 to fund its Digital Asset Treasury strategy, including the accumulation of BNB tokens. The company’s transformation and the ongoing governance conflict underscore the importance of transparent compliance and shareholder communication in maintaining its Nasdaq listing and long‑term value creation.
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