| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CEA Industries Inc. [ BNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.00001 per share | 09/17/2026 | X | 2,180,631 | A | (1) | 4,331,112 | D(2)(3) | |||
| Common Stock, par value $0.00001 per share | 09/17/2026 | X | 5,418,633 | A | (1) | 9,749,745 | D(2)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Strategic Advisor Warrants | (1) | 09/17/2026 | X | 2,180,631 | (4) | 08/05/2030 | Common Stock, $0.00001 per share | 2,180,631(5) | (4) | 1,383,728 | D(2)(3) | ||||
| Pre-Funded Warrants | (1) | 09/17/2026 | X | 5,418,633 | (6) | (6) | Common Stock, $0.00001 per share | 5,418,633(5) | (6) | 2,331,877 | D(2)(3) | ||||
| Stapled Warrants | $15.15 | (7) | 06/28/2028 | Common Stock, $0.00001 per share | 9,900,991(5) | 9,900,991 | D(2)(3) | ||||||||
| Explanation of Responses: |
| 1. The exercise price is $0.00001 per share. |
| 2. This Form 4 is filed jointly by YZiLabs Management Ltd, a British Virgin Islands business company ("YZi Labs") and Changpeng Zhao ("Mr. Zhao"), a citizen of the United Arab Emirates (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. Securities beneficially owned by YZi Labs. As the sole director of YZi Labs, Mr. Zhao may be deemed to beneficially own the securities beneficially owned directly by YZi Labs. |
| 4. The Strategic Advisor Warrants are immediately exercisable at an exercise price equal to $0.00001 per share and may be exercised at any point on or prior to 5:00 p.m. on August 5, 2030, subject to the SAW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Strategic Advisor Warrants, the holder may increase or decrease the SAW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 9.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Strategic Advisor Warrants is 9.99% of the Issuer's then outstanding shares of Common Stock (the "SAW Beneficial Ownership Limitation"). On September 17, YZi Labs exercised 2,180,631 Strategic Advisor Warrants, representing 2,180,631 shares of Common Stock, at an exercise price of $0.00001 per share. |
| 5. Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide, or the holder has elected, that the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than a certain percentage of the Issuer's then outstanding shares of common stock (the "Beneficial Ownership Limitations"), as adjusted pursuant to the terms of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants. On September 17, 2026, the Issuer agreed to waive the required 61 days' notice period to the Issuer with respect to an increase in the Beneficial Ownership Limitations under the terms of each of the Pre-Funded Warrants and the Strategic Advisor Warrants held by YZi Labs. |
| 6. The Pre-Funded Warrants are immediately exercisable at an initial exercise price equal to $0.00001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject to the PFW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Pre-Funded Warrants, the holder may increase or decrease the PFW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 19.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Pre-Funded Warrants is 19.99% of the Issuer's then outstanding shares of Common Stock (the "PFW Beneficial Ownership Limitation"). On September 17, 2026, YZi Labs exercised 5,418,633 Pre-Funded Warrants, representing 5,418,633 shares of Common Stock, at an exercise price of $0.00001 per share. |
| 7. The Stapled Warrants are immediately exercisable at an initial exercise price equal to $15.15 per Share and may be exercised at any time on or prior to 5:00 p.m. on June 28, 2028, subject to the SW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Stapled Warrants, the holder may increase or decrease the SW Beneficial Ownership Limitation upon 61 days' notice to the Issuer to any other percentage specified in the notice. As of the date hereof, the Beneficial Ownership Limitation under the Stapled Warrants is 4.99% of the Issuer's then outstanding shares of Common Stock (the "SW Beneficial Ownership Limitation"). |
| YZiLabs Management Ltd, By: /s/ Ling Zhang, Authorized Signatory | 09/21/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||