CitroTech Inc S-1/A, filed Apr 9, 2026
CitroTech Inc. (CITR)
As filed with the Securities and Exchange Commission on April 8, 2026.
Registration No. 333-293534
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| (Exact name of registrant as specified in its charter) |
| 2800 | ||||
|
(State or jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Wesley J. Bolsen, Chief Executive Officer
CitroTech Inc.
6400 S. Fiddlers Green Cir., Suite 300
Greenwood Village, Colorado 80111
(800) 401-4535
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With Copies to:
Anthony F. Newton
Law Office of Anthony F. Newton
8810 Luray Court
Rosenberg, Texas 77469
+1 (832) 452-0269
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time after the effective date hereof.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED APRIL 8, 2026
Up to 8,068,569 Shares of Common Stock
CitroTech Inc.
This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 8,068,569 shares (the “Shares”) of common stock, par value $0.0001 per share, (“Common Stock”) of CitroTech Inc., a Wyoming corporation (the “Company,” “CITR,” “we,” “us,” or “our”), which includes (i) 2,296,426 shares of Common Stock issuable upon conversion of 688,922 shares of Series C preferred stock (“Series C Preferred Stock”) held directly or indirectly by the Selling Stockholders issued to investors in a private placement offering on September 30, 2025 (the “September 2025 Private Placement”) and subsequent private placement offering on October 21, 2025 (the “October 2025 Private Placement” and together, with the September 2025 Private Placement, the “2025 Private Placements”); (ii) 2,429,641 shares of Common Stock issuable upon the exercise of warrants issued to investors in the 2025 Private Placements, (iii) an aggregate of 925,834 shares of Common Stock issued to debtholders upon the conversion of convertible debt and (iv) 2,416,668 shares of Common Stock.
The Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders” beginning on page 92.
The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the Shares offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information about how Selling Stockholders may sell their Shares in the section titled “Plan of Distribution” on page 94.
We are registering the Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Shares by the Selling Stockholders; however we may receive proceeds upon the exercise of outstanding warrants for shares of Common Stock covered by this prospectus. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.
Our Common Stock is currently listed on the NYSE American LLC (“NYSE American”) under the symbol “CITR.” On April 7, 2026, the last reported sale price of our common stock was $9.19 per share.
We are a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Risk Factors”, and “Prospectus Summary - Implications of Being a Smaller Reporting Company.”
We are a “Controlled Company” as defined under the listing rules of NYSE American because, and as long as, Mr. Theodore Ralston, our Chairman of the Board of Directors, holds more than 50% of the Company’s outstanding voting power, he will exercise control over the management and affairs of the Company and matters requiring stockholder approval, including the election of the Company’s directors. For so long as we remain a Controlled Company under that definition, we are permitted to elect, and intend, to rely on certain exemptions from the corporate governance rules of NYSE American, including:
| · | an exemption from the rule that a majority of our board of directors must be independent directors; | |
| · | an exemption from the rule that the compensation of our officers must be determined or recommended to the board of directors by a majority of our independent directors or by a compensation committee that is composed entirely of independent directors; and | |
| · | an exemption from the rule that our director nominees must be selected or recommended by a majority of the independent directors or by a nominating committee composed solely of independent directors. |
Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 11.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
TABLE OF CONTENTS
| i |
ABOUT THIS PROSPECTUS
This prospectus describes the general manner in which the Selling Stockholders may offer from time to time up to 8,068,569 Shares issued directly to the Selling Stockholders. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the Shares offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission, or the SEC, is accurate as of any date other than the date on the front cover of the applicable document.
If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.
Neither the delivery of this prospectus nor any distribution of Shares pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
References to “the Company,” “we,” “CITR,” “us,” “our” and words of like import refer to us and our subsidiaries, including Mighty Fire Breaker, LLC, unless the context indicates otherwise. References to CitroTech Inc. and Mighty Fire Breaker, LLC, refer to the business and operations of CitroTech Inc. and Mighty Fire Breaker, LLC, as the case may be, unless the context indicates otherwise.
Industry and Market Data
The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.
| ii |
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in the securities. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements, including the notes thereto, appearing elsewhere in this prospectus.
Our Business
CitroTech Inc. (“CITR,” “we,” “us,” or the “Company”) is an environmentally sustainable specialty chemical company focused on fire inhibitor products serving the wildland fire, residential home protection, and wood products industries across the United States and Canada. Our fire inhibitor formulations are also sold into the lumber and building materials industry for fire retardant treatment applications.
We are a specialty chemical company that manufactures environmentally sustainable fire inhibitors and fire retardants as well as home systems for their deployment. Management is highly experienced at building and running companies, as well as commercializing and executing on strategic partnerships for the sale of products and services.
Since Mighty Fire Breaker LLC (“MFB Ohio”) acquired from Mighty Fire Breaker LLC (“MFB California”) the MFB portfolio of intellectual property on April 13, 2022, our management team has continued to develop and refine our product formulations. The Company has received significant third-party recognition for these efforts, including twice receiving the EPA Safer Choice designation, being the first and only fire inhibitor recognized by the EPA as safe for the environment, and receiving UL GREENGUARD Gold certification, which reflects minimal impact on indoor air quality from toxic smoke over extended exposure. Our products have been adopted by fire departments throughout the State of California.
We are expanding our patent portfolio and technology platform into additional markets that can benefit from environmentally safe alternatives to legacy fire retardant and fire retardant-treated wood products. CitroTech has developed wood coating products utilizing this technology and is in the initial phases of commercialization.
The Company is also actively deploying proactive wildfire defense systems on residential and commercial properties under the CitroSafe Systems brand. CitroSafe Systems are self-contained sprinkler installations that utilize our patented CitroTech product and are deployed in advance of wildfires to reduce structural risk. This offering addresses a significant and growing insurance market disruption across eleven western states, where carriers have curtailed or declined to write wildfire coverage on new construction and existing policies in the Wildland-Urban Interface, the transitional zone between undeveloped land and built environments that is at elevated risk of catastrophic wildfire loss. The Company is working with a large insurance broker to offer insurance coverage to customers who install a CitroSafe proactive wildfire system, with policies underwritten by established insurance carriers. This program is currently in the proof-of-concept phase.
Our management team consists of five individuals: Wesley J. Bolsen, Chief Executive Officer; Andrew Hotsko, Chief Operating Officer; Nanuk Warman, Secretary and Chief Financial Officer; Steve Conboy, Chief Technical Officer and Anthony Newton, General Counsel. As of the date of this prospectus, board members Ted Ralston and Craig Huff have approximately 99% of the voting power through their ownership of Series A Preferred Stock, which has super voting rights, and substantially controls all corporate matters.
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Business Model
Principal product, services and markets
We hold various intellectual property in the form of patents and trademarks related to our CitroTech specialty chemical for fire suppression, mapping and tracking of fire-retardant dispersion and fire inhibition chemistry and technology. We have obtained multiple certifications and accreditations in this industry for our CitroTech product. We have received the EPA Safer Choice award twice and have been awarded the UL GreenGuard Gold status (demonstrates minimal impact on the indoor toxic smoke environment in over extended periods).
Future Markets Insights, a market researcher in Pimpri-Chinchwad, India, projects that the fire-retardant market is forecast to be $13.6 billion dollars globally by 2034. CitroTech markets its product primarily to lumber and wood product companies, home, industrial and commercial users, as well as fire departments.
Distribution methods
CitroTech is blended in Oceanside, California under the supervision of Andrew Hotsko, the company’s Chief Operating Officer, after which the product is shipped directly to customers.
Competitive business conditions and the Company’s competitive position in the industry
The fire retardant market has been status quo for many years without significant innovation. A study at the University of Southern California published in Environmental Science and Technology explained that the fire retardant industry is known for having products containing toxic metals that are not environmentally safe, and are considered not friendly toward humans, wildlife, fish, water, and plants. CitroTech is the first and currently only EPA Safer Choice recognized fire inhibitor. We believe that our product will be sold in amounts that can be competitive in many markets, including Western States where wildfires occur, and areas of the United States where there is new home construction relating to population growth, such as Florida and Texas. Our industry is evolving rapidly and is becoming increasingly competitive. Competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Competitors have adopted, and may continue to adopt, aggressive pricing policies and devote substantially more resources to marketing, website and systems development than we do.
The lumber and wood products industry has long used expensive pressure treatment to make Class A-Rated lumber and building materials. This includes companies selling into the pressure treated lumber industry. We anticipate significant competition from incumbent industry participants as the new CitroTech treated lumber and building materials are introduced into the market.
Patents, trademarks and licenses and their duration
Intellectual Property
Our intellectual property portfolio is central to our competitive position and encompasses the proprietary chemistry, application methods, integrated defense systems, communications technology, and wood product manufacturing processes that underpin our entire product and services offering. The portfolio is owned by our wholly-owned subsidiary, Mighty Fire Breaker LLC (“MFB”) and made available to CitroTech Inc. for commercialization across our product lines. The following summarizes the material patents, trademarks, and licenses that support our business operations.
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Patents
We hold a portfolio of 37 issued U.S. patents organized across five technology families. We have 45 filed or pending patent applications. All are utility patents and, under U.S. law, carry a term of 20 years from their earliest effective filing date. The portfolio's earliest priority dates trace to approximately 2017–2018 and its most recently issued patents were granted through 2026, meaning the patent estate as a whole remains in force and is expected to provide protection well into the late 2030s and early-to-mid 2040s. We are also pursuing additional patent protection through applications currently pending before the United States Patent and Trademark Office (“USPTO”).
Trademarks
We own 12 federally registered trademarks, which are registered in the USPTO and are being registered in additional jurisdictions internationally: MIGHTY FIRE BREAKER®, CITROTECH®, and WE TAME THE FLAMES® are just a few of the trademarks. We also have marks WILDFIRE DEPOT and BIGWOOD AND LITTLEWOOD. The marks LOCKED-N-LOADED, GET PROACTIVE, and PRO-ENVIRONMENT are exclusively licensed to Mighty Fire Breaker LLC for use in our operations. Our registered trademarks protect our brand identities in the wildfire defense and fire-protected building materials markets in which customer recognition of the safety and environmental credentials associated with the CitroTech® name is a material competitive asset. U.S. trademark registrations are renewable indefinitely, provided the marks remain in use in commerce and renewal filings are timely made.
Governmental Regulation
Our business is subject to regulations by the EPA, including standards for product descriptions, efficacy claims and label format. Our product will likely need to go through the USFS Qualified Product List (QPL) testing to be able to be applied onto federal lands. The QPL list is also recognized by the California Department of Forestry and Fire Protection (CAL FIRE) as well as other countries who look to the QPL for products that are approved to apply.
Our product contains materials from multiple suppliers. Some of these entities must comply with federal and local environmental laws and regulations. The EPA regulates finished products by requiring disclosure of components and hazardous materials. The EPA can inspect our product and our producer’s facility to determine the accuracy of the disclosures. State laws may also impose additional regulations on the use, preparation and storage of our products. We believe that our component providers are in compliance in all material respects with governmental regulations regarding our current product and have obtained governmental permits, licenses, qualifications and approvals required for our operations. Our supplier’s compliance with federal, state and local environmental laws has not materially affected us either economically or in the manner in which we conduct our business.
However, there can be no assurance that our current or any future supplier will be able to comply with such laws and regulations in the future or that new governmental laws and regulations will not be introduced that could prevent or temporarily inhibit the development, distribution and sale of our product to end users.
Our lumber and wood product markets are subject to code compliance for the wildland urban interface (WUI) as well as testing and certifications that must be met for fire ratings to be adopted within the industry both inside and outside the United States. The specifications and codes often change, and additional testing and certifications may be required to be able to effectively sell into the industry.
New government laws and regulations may be introduced in the future that could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our product. If our supplier fails to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business, results of operations and financial condition.
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Recent Developments
Name Change
On December 1, 2025, our stockholders that have a majority of our voting power approved an amendment to our Articles of Incorporation to change the name of the Company to “CitroTech Inc.” (the “Name Change”). On January 5, 2026, we filed Articles of Amendment of the Company’s Articles of Incorporation with the Secretary of State of the State of Wyoming to effectuate the Name Change. The Name Change was effective on January 22, 2026.
Summary of Risks Associated with our Business and Operations
Our business is subject to a number of risks that you should be aware of before making an investment decision to purchase our securities. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the section titled “Risk Factors” beginning on page 11 in deciding whether to invest in our securities. Significant risks include, but are not limited to, the following:
Risks Relating to Our Business
| · | We have incurred losses since inception and cannot assure that we will ever achieve or sustain profitability. | |
| · | We are controlled by one principal stockholder who serves as our Chairman of the Board. | |
| · | If we are unable to expand our base of customers, our future growth and operating results could be adversely affected. | |
| · | If we are unable to expand our base of materials suppliers, our future growth and operating results could be adversely affected. | |
| · | Various factors outside our direct control may adversely affect suppliers and distribution of our product. | |
| · | We are subject to the seasonality of wildfires that may occur and acts of God that are inconsistent and unpredictable. | |
| · | We rely on a small management team, and the loss of key personnel or their limited availability could materially and adversely affect our business. | |
| · | Since we have a limited operating history, it is difficult for potential investors to evaluate our business. | |
| · | Increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our raw materials and support services contracts may constrain our ability to make a profit. | |
| · | If we do not have sufficient product liability insurance, we may be subject to claims that are in excess of our net worth. | |
| · | Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us. | |
| · | Changes in consumer preferences or discretionary consumer spending could harm our performance. | |
| · | We may become subject to potential claims for product liability. | |
| · | Increases in prices of commodities needed to manufacture our product could adversely affect profitability. |
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Risks Related to Regulatory and Legal Matters
| · | Our product is provided to emergency services personnel and is intended to protect lives and property, so we are subject to heightened liability and reputational risks if our product fails to provide such protection as intended. | |
| · | Our product is subject to extensive government scrutiny and regulations, including the EPA and USDA Forest Service. There can be no assurance that such regulations will not change and that our product will continue to be approved for usage. | |
| · | Our product or facility could have environmental impacts and side effects. | |
| · | Legal and regulatory claims, investigations and proceedings may be initiated against us in the ordinary course of business. The outcomes and the amounts of any damages awarded, or fines or penalties assessed, cannot be predicted, and could have a material adverse effect on our reputation as well as our business, financial condition and results of operations. |
Risks Relating to Our Indebtedness
| · | We are highly leveraged. | |
| · | We could incur additional indebtedness in the future. If new indebtedness is added to our current debt levels, the related risks we now face could increase. |
Risks Relating to our Common Stock and Securities
| · | Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our Common Stock could incur substantial losses. | |
| · | Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline. | |
| · | We do not expect to pay dividends in the future; any return on investment may be limited to our Common Stock’s value. |
General Business Risks
| · | We will be increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks. | |
| · | We could become subject to litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing product or future products. | |
| · | We could become subject to patent litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing product or future products. | |
| · | Our operating results and stock price may be volatile, and the market price of our Common Stock may decline. | |
| · | The availability of shares for sale in the future could reduce the market price of our Common Stock. | |
| · | The indemnification provisions in our Articles of Incorporation and bylaws under Wyoming law may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees. | |
| · | We are classified as a “smaller reporting company,” and we cannot be sure if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors. | |
| · | Because directors and officers currently and for the foreseeable future will continue to control the Company, you will not likely be able to elect directors or have any say in the Company’s policies. | |
| · | We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements. As a result, you do not and may not in the future have the same protections afforded to shareholders of companies that are subject to such requirements. | |
| · | Because our Company has anti-takeover mechanisms through the issuance of our Series A Preferred Stock, which votes with the Common Stock together as a single class, this preference could have a negative impact on other stockholders in voting on matters of the Company. | |
| · | Our Series A Preferred Stock may lead to conflicts of interest and could negatively impact the price of our securities. |
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Our Corporate Information
We were originally incorporated in Nevada on March 14, 1990. Our principal executive offices are located at 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111. Our telephone number is (800) 401-4535, and our email address is info@citrotech.com. Our website is www.citrotech.com.
We do not incorporate the information on or accessible through our websites into this Registration Statement, and you should not consider any information on, or that can be accessed through, our websites a part of this Registration Statement.
Implications of Being a Smaller Reporting Company
We are a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), meaning that the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies.
As a result of qualifying as a smaller reporting company, to the extent we take advantage of the allowable reduced reporting burdens, the information that we provide to our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests.
Implications of being a Controlled Company
As long as Mr. Theodore Ralston, our Chairman of the Board of Directors holds more than 50% of the voting power of our Company, we will be a “controlled company” as defined under the listing rules of NYSE American. As a controlled company, we are permitted to rely on certain exemptions from the corporate governance rules of NYSE American, including:
| · | an exemption from the rule that a majority of our board of directors must be independent directors; | |
| · | an exemption from the rule that the compensation of our officers must be determined or recommended to the board of directors by a majority of our independent directors or by a compensation committee that is composed entirely of independent directors; and | |
| · | an exemption from the rule that our director nominees must be selected or recommended by a majority of the independent directors or by a nominating committee composed solely of independent directors. |
We intend to rely on the “controlled company” exemption under the listing rules of NYSE American. As a result, you may not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.
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THE OFFERING
| Common Stock offered by the Selling Stockholders: | Up to 8,068,569 shares of Common Stock. | |
| Common stock outstanding after completion of this offering: | 27,218,803 shares.(1) | |
| Use of proceeds: |
We will not receive any of the proceeds from any sale of the Shares by the Selling Stockholders. We may receive proceeds upon the exercise of outstanding warrants for shares of Common Stock covered by this prospectus. See “Use of Proceeds.”
Any proceeds will be used to fund the research and development, commercialization and sales of the Company’s core products. It will be used to fund necessary operating and business expenses as well as expanding the product portfolio that the company has to offer through outside research agreements or partnerships or joint ventures. The proceeds may fund working capital or raw material purchases to be able to manufacture and sell products. | |
| Dividend policy: | We do not anticipate paying any cash dividends on our Common Stock. We expect that, for the foreseeable future, any earnings will be reinvested in our business. | |
| NYSE symbol: | “CITR” | |
| Risk Factors: | You should carefully read and consider the information set forth under the heading “Risk Factors,” beginning on page 11 of this prospectus and all other information set forth in this prospectus before deciding to invest in our Common Stock | |
| Transfer Agent Registrar: | Colonial Stock Transfer Co., Inc. |
(1) Unless we indicate otherwise, the number of shares of our Common Stock is based on 19,150,234 shares of Common Stock outstanding as of April 8, 2026.
Except as otherwise indicated, all information in this prospectus:
| · | is based on 19,150,234 shares of Common Stock issued and outstanding as of April 8, 2026; | |
| · | does not reflect 333,334 shares of Common Stock issuable upon exercise of common stock purchase warrants with an exercise price of $0.06; | |
| · | does not reflect 395,820 shares of Common Stock issuable upon conversion of 118,746 shares of Series C Convertible Preferred Stock that are convertible on demand by the stockholder at the rate of approximately 3.34 shares of Common Stock for each share of Series C Convertible Preferred Stock. |
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SUMMARY FINANCIAL DATA
The following information as of December 31, 2025 and 2024, and for the years then ended, has been derived from our audited consolidated financial statements which appear elsewhere in this prospectus.
The following summary financial data should be read in conjunction with the sections entitled “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, each of which are included elsewhere in this prospectus.
Our historical results for the periods presented below are not necessarily indicative of the results to be expected for any future periods.
Consolidated Statements of Operations Information:
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 2,381,407 | $ | 808,372 | ||||
| Operating expenses | $ | 18,877,398 | $ | 6,113,050 | ||||
| Loss from operations | $ | (16,495,991 | ) | $ | (5,304,678 | ) | ||
| Other expense | $ | (20,341,652 | ) | $ | (1,577,044 | ) | ||
| Net loss | $ | (36,837,643 | ) | $ | (6,881,722 | ) | ||
| Weighted average common shares outstanding - basic and diluted | 12,443,122 | 8,382,753 | ||||||
| Net loss per common share - basic and diluted | $ | (2.96 | ) | $ | (0.82 | ) | ||
Consolidated Balance Sheet Information:
| As of | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Current assets | $ | 7,415,426 | $ | 1,617,478 | ||||
| Long term assets | $ | 6,768,093 | $ | 3,860,212 | ||||
| Current liabilities | $ | 2,169,626 | $ | 2,161,883 | ||||
| Noncurrent liabilities | $ | 750,979 | $ | – | ||||
| Series A Preferred Stock, par value $0.0001 per share, designated 10,000,000 shares; 1,666,667 shares issued and outstanding | $ | 167 | $ | 167 | ||||
| Series C Convertible Preferred Stock, par value $0.0001 per share, designated 10,000,000 shares; 807,668 and 3,001,969 issued and outstanding, respectively | $ | 81 | $ | 300 | ||||
| Common Stock par value $0.0001 per share, authorized 1,000,000,000 shares; 18,522,315 and 6,140,264 shares issued and outstanding, respectively | $ | 1,852 | $ | 614 | ||||
| Additional paid-in capital | $ | 124,463,845 | $ | 79,680,114 | ||||
| Accumulated deficit | $ | (113,203,031 | ) | $ | (76,365,388 | ) | ||
| Total stockholders’ equity | $ | 11,262,914 | $ | 3,315,807 | ||||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This prospectus and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.
We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of this prospectus, which include, but are not limited to, risks related to the following:
| · | We have incurred losses since inception and cannot assure that we will ever achieve or sustain profitability; | |
| · | Due to limited operating history, it may be difficult for potential investors to evaluate our business; | |
| · | Our stock price has fluctuated in the past, has recently been volatile and may be affected by limited trading volume and price fluctuations; | |
| · | Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline. | |
| · | Upon exercise of our outstanding options or warrants and upon conversion of our Series C Convertible Preferred Stock, we will be obligated to issue a substantial number of additional shares of Common Stock which will dilute our present stockholders and may cause our stock price to decline; | |
| · | We may issue preferred stock without approval of our stockholders and have other antitakeover defenses which may make it more difficult for a third party to acquire us and could depress our stock price; | |
| · | We do not intend to pay cash dividends for the foreseeable future; | |
| · | Our ability to raise the necessary financing for the development of our business and the terms of any financing which we are able to raise; | |
| · | Our ability to obtain and enforce any United States and foreign intellectual property we may seek; | |
| · | Our ability to generate sufficient revenue from our contract services to cover our operating expenses; | |
| · | Our ability to establish a distribution network for the marketing and sale of any of our products; | |
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| · | Our ability to establish manufacturing facilities in compliance with EPA manufacturing practices or to enter into manufacturing agreements for the manufacture of our product in an EPA approved manufacturing facility; | |
| · | Our ability to pass USFS testing to be listed on the Qualified Products List (QPL); | |
| · | Our ability to enter into a joint venture or other strategic relationship with respect to any of our proposed product; | |
| · | The ability of the other party to any joint venture or strategic relationship to implement successfully any plans for the development, manufacturing and marketing of our product subject to the joint venture or strategic relationship; | |
| · | Our ability to evaluate potential acquisitions, and the consequences of our failure to accurately evaluate the acquisitions; | |
| · | Our ability to integrate any business we acquire with our business; | |
| · | Changes in national, regional and local government regulations, taxation, controls and political and economic developments in the market for our product; | |
| · | Our ability to obtain and maintain any permits or licenses necessary for our business; | |
| · | Our ability to identify, hire and retain qualified executive, administrative, regulatory, research and development, and other personnel; | |
| · | Our ability to negotiate distribution on favorable terms with companies that have experience in marketing product such as ours; | |
| · | The costs associated with defending and resolving pending and potential legal claims, even if such claims are without merit; | |
| · | Litigation related to our product not able to prevent a wildfire or protect an asset, even if such claims are without merit; | |
| · | The effects of competition on our product and our ability to price, market and sell our product; | |
| · | Our ability to achieve favorable pricing for our product with third party material suppliers; | |
| · | Our ability to accurately estimate anticipated expenses, capital requirements and needs for additional financing; | |
| · | Our ability to accurately estimate the timing, cost or other aspects of the commercialization of our product candidates; | |
| · | Actions by third parties to either sell or purchase our Common Stock in quantities that would have a significant effect on our stock price; | |
| · | Risks generally associated with development stage companies; | |
| · | Current and future economic and political conditions; | |
| · | The impact of changes in accounting rules on our financial statements; and | |
| · | Other factors described in the “Risk Factors” section of this prospectus. |
These factors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus. For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described in this prospectus and in our other SEC filings.
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RISK FACTORS
An investment in our Common Stock involves a high degree of risk. You should carefully consider the following risks and all of the other information contained in this prospectus before deciding whether to invest in our common stock. If any of the following risks are realized, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our business and results of operations. Some statements in this prospectus, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
Risks Relating to Our Business
We have incurred losses since inception and cannot assure that we will ever achieve or sustain profitability.
The Company has incurred losses since inception and has been dependent on related parties to fund operations. The Company incurred a net loss of $36.8 million during the year ended December 31, 2025, resulting in an accumulated deficit of $113.2 million. In September and October 2025, the Company completed an equity offering which generated net proceeds of $8.1 million.
The Company’s existing cash resources are expected to be sufficient to fund its planned operations through fiscal year 2026. To support operations beyond such time frame, the Company may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.
There can be no assurance that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources, would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s Common Stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.
We are controlled by one principal stockholder who serves as our Chairman of the Board.
As of the date of this prospectus, Mr. Theodore Ralston holds 1,364,141 shares of the Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to vote 1,000 votes per share, and as such Mr. Ralston controls approximately 81% of the vote, and the ability to control all other matters requiring the approval of our stockholders, including the election of all of our directors.
If we are unable to expand our base of customers, our future growth and operating results could be adversely affected.
We have committed and continue to commit resources to the expansion and increased marketing of our CitroTech™ product. If we are unable to market and sell our product to new customers, our ability to grow revenue and achieve profitability could be negatively impacted.
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If we are unable to expand our base of materials suppliers, our future growth and operating results could be adversely affected.
We currently compound our product in-house with materials supplied from manufacturers. There are no contracts in place with the suppliers. We have committed resources to expanding our supplier base. If we are unable to obtain additional sources for our materials, it could limit our ability to grow revenue and achieve profitability.
Various factors outside our direct control may adversely affect suppliers and distribution of our product.
Changes that our suppliers may make outside the purview of our direct control can have an impact on our processes, quality of our product, and the successful delivery of our product to our customers. Mistakes and mishandling are not uncommon and can affect supply and delivery. Some of these risks include:
| · | compliance with the required regulatory standards; | |
| · | transportation risk; | |
| · | the cost and availability of components and supplies; | |
| · | delays in analytical results or failure of analytical techniques that we will depend on for quality control and release of product; and | |
| · | natural disasters, labor disputes, financial distress, raw material availability, issues with facilities and equipment, or other forms of disruption to business operations affecting our suppliers. |
If any of these risks were to materialize, our ability to provide our product to customers on a timely basis would be adversely impacted.
We are subject to the seasonality of wildfires that may occur and acts of God that are inconsistent and unpredictable.
Our business is highly dependent on the needs of commercial property owners, residential homeowners and government agencies to prevent fires and protect assets. As such, our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year. Historically, sales of our product have been higher in the summer season of each calendar year due to weather patterns which we believe are generally correlated to a higher prevalence of wildfires; however, one example of an exception to this seasonality is the wildfires in Los Angeles, California during January 2025.
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We rely on a small management team, and the loss of key personnel or their limited availability could materially and adversely affect our business
We rely heavily on the skills, experience, and continued services of a five-person management team to conduct and manage our business operations. Our management team consists of Wesley Bolsen, a member of our board of directors and our Chief Executive Officer, Andrew Hotsko, our Chief Operating Officer, Nanuk Warman, our Chief Financial Officer, Stephen Conboy, our Chief Technology Officer, and Anthony Newton, our General Counsel. Of these individuals, only Mr. Bolsen and Mr. Hotsko devote substantially all of their working time to the Company.
Our Chief Financial Officer, Chief Technology Officer, and General Counsel are not full-time employees and devote only a portion of their professional time to managing the Company’s affairs. As a result, we are particularly dependent on the continued availability and performance of a limited number of individuals, and we may experience difficulties in executing our business strategy, maintaining operational continuity, or responding effectively to unexpected challenges.
The loss of any member of our management team, the inability to attract and retain qualified replacement personnel on acceptable terms, or a reduction in the time commitment of any of our key personnel could materially and adversely affect our business, financial condition, and results of operations. In addition, our limited management resources may constrain our ability to scale our operations, implement internal controls and compliance functions, or pursue strategic opportunities. We do not maintain “key person” insurance for any member of our management team, and there can be no assurance that we will be able to mitigate the impact of any such loss or unavailability in a timely manner.
Since we have a limited operating history, it is difficult for potential investors to evaluate our business.
Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. Since our formation in March of 1990, we have not generated enough revenues to exceed our expenses. MFB Ohio acquired MFB California’s portfolio of intellectual property in April 2022 and entered the fire retardant and fire suppression industry as of that date. As a result, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications, and delays inherent in new business lines. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. Our business is dependent upon the implementation of our business plan. We may not be successful in implementing such a plan and cannot guarantee that, if implemented, we will ultimately be able to attain profitability.
Increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our raw materials and support services contracts may constrain our ability to make a profit.
Our profitability can be adversely affected to the extent we are faced with cost increases for raw materials, wages, or other labor-related expenses, especially when we cannot recover such increased costs through increases in the prices for our product and services. In some cases, we will have to absorb any cost increases, which may adversely impact our operating results.
If we do not have sufficient product liability insurance, we may be subject to claims that are in excess of our net worth.
The Company currently has product liability insurance. However, in the event of major claims from the use of our product, it is possible that our product liability insurance will not be sufficient to cover claims against us. We cannot assure you that we will not face liability arising out of the use of our product which is significantly in excess of the limits of our product liability insurance. In such event, if we do not have the funds or access to the funds necessary to satisfy such liability, we may be unable to continue in business.
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Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us.
We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition, or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Presently, we have identified financial reporting internal control weaknesses relating to segregation of duties and various accounting processes. While we have improved our organizational capabilities, we still may not have a sufficient number of employees to segregate responsibilities and may be unable to afford further enhancements to our staff or engaging outside consultants or professionals further to fully mitigate these internal control deficiencies. During the course of our testing, we may identify other deficiencies that we may not be able to timely remediate. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
Changes in consumer preferences or discretionary consumer spending could harm our performance.
The success of our business depends, in part, upon the continued popularity of our product, and shifts in these consumer preferences could negatively affect our future profitability.
Negative publicity over certain environmental products may adversely affect demand for our product and could result in a decrease in our revenues, which could materially harm our business. Additionally, our success depends, in part, on a builder preference for our product and, to an extent, on numerous factors affecting operational budgeting, including economic conditions and customer confidence.
A decline in operational budgeting or economic conditions could reduce guest traffic or impose practical limits on pricing, either of which could harm our business, financial condition, operating results, or cash flow.
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We may become subject to potential claims for product liability.
Our business could expose us to claims for personal injury from contamination of our product. We believe that our product’s quality is carefully monitored through regular product testing, but we may be subject to liability as a result of customer or distributor misuse or storage. The Company maintains product liability insurance against certain types of claims in amounts which it believes to be adequate. The Company also maintains an umbrella insurance policy that it considers to be sufficient to cover claims made above its product liability insurance limits. Although no claims have been made against the Company or its distributors to date and the Company believes its current level of insurance to be adequate for its current business operations, it is possible that such claims will arise in the future, and the Company’s policies may not be sufficient to pay for such claims.
Increases in prices of commodities needed to manufacture our product could adversely affect profitability.
The ingredients and materials needed to manufacture and package our product are subject to the commodities markets’ normal price fluctuations. Any increase in the price of those ingredients and materials that cannot be passed along to the consumer will adversely affect our profitability. Any prolonged or permanent increase in the cost of the raw ingredients to manufacture our product may in the long term make it more difficult for us to earn a profit.
Risks Related to Regulatory and Legal Matters
Our product is provided to emergency services personnel and is intended to protect lives and property, so we are subject to heightened liability and reputational risks if our product fails to provide such protection as intended.
Our fire retardant product is provided to, among other customers, emergency services personnel and is intended to protect lives and property, so we are subject to heightened liability risks if our product fails to provide such protection. While our product is effective in retarding fires, there is no guarantee such product will be able to stop all fires due to their unpredictability and variation in size and/or speed in which a fire is burning. In addition, fires need to be fought with the cooperation and assistance of local fire authorities as well as the additional tools and resources that they bring. Therefore, while we recognize the importance of the role our product plays in these critical efforts, our product is not the only factor in fighting fires and therefore we cannot guarantee that our product will always be able to protect life and property. Any failure to do so could have an adverse effect on our business.
We manufacture a product used to help prevent fires from starting and protect assets. The product we manufacture may be used in applications and situations that involve high levels of risk of personal injury. Failure to use our product for its intended purpose, failure to use our product properly or the malfunction of our product could result in serious bodily injury or death of the user. In such cases, we may be subject to product liability claims arising from the design, manufacture or sale of our product. If these claims are decided against us, and we are found to be liable, we may be required to pay substantial damages, and our insurance costs may increase significantly as a result. We cannot assure you that our indemnity and insurance coverage would be sufficient to cover the payment of any potential claim. In addition, we cannot assure you that this or any other indemnity or insurance coverage will continue to be available or, if available, that we will be able to obtain insurance at a reasonable cost. Any material uninsured loss could have a material adverse effect on our business, financial condition and results of operations.
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Our product is subject to extensive government scrutiny and regulations, including the EPA and USDA Forest Service. There can be no assurance that such regulations will not change and that our product will continue to be approved for usage.
We are subject to regulations by federal government authorities. We need to pass the EPA audit process every three years, which is a rigorous process. In addition, we have to get listed on the USFS QPL list, which requires the product passing several tests and standards, including toxicity, corrosion and stability. We are also subject to ongoing reviews of our product, manufacturing processes and facilities by government authorities, and such agencies may at times be involved in challenges by outside groups, and as a result, the Company may be required to produce product data and comply with detailed regulatory requirements.
The Frank R. Lautenberg Chemical Safety for the 21st Century Act modified the Toxic Substances Control Act (“TSCA”), by requiring the EPA, to prioritize and evaluate the environmental and health risks of existing chemicals and provided the EPA with greater authority to regulate chemicals posing unreasonable risks. According to this statute, the EPA is required to make an affirmative finding that a new chemical will not pose an unreasonable risk before such chemical can go into production. These laws and regulations increase the complexity and costs of transporting our product to our customers. Further changes to these and similar regulations could restrict our ability to expand, build or acquire new facilities, require us to acquire costly control equipment, cause us to incur expenses associated with remediation of contamination, cause us to modify our manufacturing or shipping processes or otherwise increase our cost of doing business and have a negative impact on our business, financial condition and results of operations. In addition, the adoption of new laws, rules or regulations related to climate change poses risks that could harm our results of operations or affect the way we conduct our businesses. For example, new or modified regulations could require us to make substantial expenditures to enhance our environmental compliance efforts. New or stricter laws and regulations may be introduced that could result in additional compliance costs and prevent or inhibit the development, manufacture, distribution and sale of our product. Such outcomes could adversely impact our business, financial condition and results of operations.
Our product or facility could have environmental impacts and side effects.
If the product we sell does not have the intended effects, our business may suffer and it may be subject to product liability or other legal actions. Our product contains innovative combinations of materials. We have received third-party testing demonstrating the reduced toxicity and flammability of our product, however, this is limited in scope and therefore, does not present all the potential side effects and/or the product’s interaction with animal biochemistry. In a UL GreenGuard Certification Program Profile Study Test Report dated June 21, 2022, UL determined that our product contained less than 0.001 parts per million of formaldehyde and total aldehydes. As a result, while our product could have minimal impact on the environment, the scope of that impact is currently unknown.
Legal and regulatory claims, investigations and proceedings may be initiated against us in the ordinary course of business. The outcomes and the amounts of any damages awarded, or fines or penalties assessed, cannot be predicted, and could have a material adverse effect on our reputation as well as our business, financial condition and results of operations.
We may be the subject of litigation by customers, suppliers and other third parties. A significant judgment against us, the loss of a significant permit, license or other approval, or a significant fine, penalty or contractual dispute could have a material adverse effect on our business, financial condition and results of operations. Litigation is expensive, time consuming and may divert management’s attention away from the operation of the business. The outcome of litigation can never be predicted with certainty and an adverse outcome in any of these matters could have a material adverse effect on our reputation as well as our business, financial condition and results of operations.
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Risks Relating to Our Indebtedness
We are highly leveraged.
As of March 31, 2026, our outstanding indebtedness was approximately $2,590,000. This indebtedness includes: (i) a $2,222,000 convertible note issued to a related party; (ii) $155,000 incurred in connection with financing loans for the purchase of work vehicles; (iii) $19,000 for accrued interest related party; and (iv) $194,000 recorded as accounts payable and accrued liabilities.
The convertible note to a related party was issued in February 2025 to BoltRock Holdings, LLC. The convertible note was amended in February 2026 and extended to April 28, 2026, including an amendment fee of 1% added to principal and accrued interest, and the termination of the pledge agreement on certain intellectual property held by the Company. The material terms of this convertible note are: (i) April 28, 2026 maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, divided by a fixed conversion rate of 2.40; and (iv) warrant coverage at the rate of 0.20834 shares of Common Stock for each dollar of principal, at an exercise price of $3.00 per share.
Our leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industries, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations. This degree of leverage could have significant consequences, including:
| · | requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, and future business opportunities; | |
| · | limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes; and | |
| · | limiting our ability to adjust to changing market conditions and placing us at a disadvantage compared to our nearest market competitor. |
We could incur additional indebtedness in the future. If new indebtedness is added to our current debt levels, the related risks we now face could increase.
If due to such a deterioration in our financial performance, our cash flows and capital resources were to be insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, if we were required to raise additional capital in the current financial markets, the terms of such financing, if available, could result in higher costs and greater restrictions on our business. If we were to need to refinance our existing indebtedness, the conditions in the financial markets at that time could make it difficult to refinance our existing indebtedness on acceptable terms or at all. If such alternative measures proved unsuccessful, we could face substantial liquidity problems.
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Risks Relating to our Common Stock and Securities
Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our Common Stock could incur substantial losses.
Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects. The market price for our Common Stock may be influenced by many factors, including the following:
| · | investor reaction to our business strategy; | |
| · | the success of competitive products or technologies; | |
| · | regulatory or legal developments in the United States, especially changes in laws or regulations applicable to our product; | |
| · | variations in our financial results or those of companies that are perceived to be similar to us; | |
| · | our ability or inability to raise additional capital and the terms on which we raise it; | |
| · | declines in the market prices of stocks generally; | |
| · | our public disclosure of the terms of any financing which we consummate in the future; | |
| · | our failure to become profitable; | |
| · | our failure to raise working capital; | |
| · | cancellation of key contracts; | |
| · | our failure to meet financial forecasts we publicly disclose; | |
| · | trading volume of our Common Stock; | |
| · | sales of our Common Stock by us or our stockholders; and | |
| · | general economic, industry and market conditions. |
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These broad market and industry factors may seriously harm the market price of our Common Stock, regardless of our operating performance. Since the stock price of our Common Stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our Common Stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices or that future sales of our Common Stock will not be at prices lower than those sold to investors.
Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due to short sellers of shares of Common Stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won’t be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.
Market prices for our Common Stock will be influenced by a number of factors, including:
| · | the issuance of new equity securities of the Company pursuant to a future offering, including issuances of preferred stock; | |
| · | the introduction of new products or services by us or our nearest market competitor; | |
| · | changes in interest rates; | |
| · | competitive developments, including announcements by our nearest market competitor of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; | |
| · | variations in our quarterly operating results; | |
| · | change in financial estimates by securities analysts; | |
| · | a limited amount of news and analyst coverage for our Company; | |
| · | the depth and liquidity of the market for our shares of Common Stock; | |
| · | sales of large blocks of our Common Stock, including sales by our major stockholders, any executive officers or directors appointed in the future, or by other significant stockholders; | |
| · | investor perceptions of our Company; and | |
| · | market price fluctuations may negatively affect the ability of investors to sell our shares at consistent prices. |
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Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.
Sales of large blocks of our Common Stock could depress the price of our Common Stock. The existence of these shares and shares of Common Stock that may be issuable upon conversion or exercise, as applicable, of outstanding shares of convertible preferred stock, warrants and options create a circumstance commonly referred to as an “overhang” which can act as a depressant to our Common Stock price. The existence of an overhang, whether or not sales have occurred or are occurring, also could make our ability to raise additional financing through the sale of equity or equity-linked securities more difficult in the future at a time and price that we deem reasonable or appropriate. If our existing stockholders and investors seek to convert or exercise such securities or sell a substantial number of shares of our Common Stock, such selling efforts may cause significant declines in the market price of our Common Stock. In addition, the shares of our Common Stock in the offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”). As a result, a substantial number of shares of our Common Stock may be sold in the public market following this offering. If there are significantly more shares of Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock.
We do not expect to pay dividends in the future; any return on investment may be limited to our Common Stock’s value.
We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increase our capital base and development and marketing efforts.
There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our Board of Directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if our stock price appreciates.
General Business Risks
We will be increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
Significant disruptions to our information technology systems or breaches of information security could adversely affect our business. In the ordinary course of business, we will collect, store and transmit confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such information. The size and complexity of our information technology systems, and those of third-party vendors, make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners or vendors. These systems are also vulnerable to attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to the infrastructure maintained by us or by third parties. Maintaining the secrecy of confidential, proprietary and/or trade secret information is important to our competitive business position. While we have taken steps to protect such information and have invested in systems and infrastructures to do so, there can be no guarantee that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination or misuse of critical or sensitive information. The increasing sophistication and frequency of cybersecurity threats, including targeted data breaches, ransomware attacks designed to encrypt our data for ransom and other malicious cyber activities, pose a significant risk to the integrity and confidentiality of our data systems. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing products, use our proprietary technology or information, and/or adversely affect our business position. Further, any such interruption, security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations and/or cash flow.
We could become subject to litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing product or future products.
Our commercial success will depend in part on not having any adverse environmental claims, whether relating to product failure, violating the rights of third parties or violating applicable law. Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business, and harm our reputation. Further, as the number of participants in the environmental industry grows, the possibility of claims against us increases. If we are found to violate applicable law or the rights of third parties, we could be required to pay substantial damages, including treble, or triple, damages if an infringement is found to be willful, and/or royalties and could be prevented from selling our product.
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We could become subject to patent litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing product or future products.
Our commercial success will depend in part on not infringing the patents or violating the other proprietary rights of third parties. Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business, and harm our reputation. Further, as the number of participants in the environmental industry grows, the possibility of intellectual property infringement claims against us increases. If we are found to infringe the intellectual property rights of third parties, we could be required to pay substantial damages, including treble, or triple, damages if an infringement is found to be willful, and/or royalties and could be prevented from selling our product unless we obtain a license or are able to redesign our product to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our product in a way that would not infringe the intellectual property rights of others. If we fail to obtain any required licenses or make any necessary changes to our product or technologies, we may have to withdraw our existing product from the market or may be unable to commercialize one or more of our future products, all of which could have a material adverse effect on our business, results of operations, and financial condition. If passed into law, patent reform legislation currently pending in the U.S. Congress could significantly change the risks associated with bringing or defending a patent infringement lawsuit. For example, fee shifting legislation could require a non-prevailing party to pay the attorney fees of the prevailing party in some circumstances.
Our operating results and stock price may be volatile, and the market price of our Common Stock may decline.
Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our shares may fluctuate in response to various factors, including:
| · | market conditions in our industry or the broader stock market; | |
| · | actual or anticipated fluctuations in our quarterly financial and operating results; | |
| · | issuance of new or changed securities analysts’ reports or recommendations; | |
| · | sales, or anticipated sales, of large blocks of our stock; | |
| · | additions or departures of key personnel; | |
| · | regulatory or political developments; | |
| · | litigation, litigation-related indemnification and governmental investigations; | |
| · | investors’ perception of us; | |
| · | events beyond our control, such as weather and war; and | |
| · | any default on our indebtedness. |
These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management away from our business, which could significantly harm our profitability and reputation.
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The availability of shares for sale in the future could reduce the market price of our Common Stock.
In the future, we may issue securities to raise cash for acquisitions or otherwise. We may also acquire interests in other companies by using a combination of cash and Common Stock or just Common Stock. We may also issue securities convertible into our Common Stock. Any of these events may dilute your ownership interest in our Company and adversely impact our Common Stock’s price.
Also, sales of a substantial amount of our Common Stock in the public market or the perception that these sales may occur could reduce our Common Stock’s market price and impair our ability to raise additional capital through the sale of our securities.
The indemnification provisions in our Articles of Incorporation and bylaws under Wyoming law may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees.
As permitted by Wyoming law, our Articles of Incorporation provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been directors or officers of us, unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct. We may also have contractual indemnification obligations under our agreements with our directors, officers, and employees. These indemnification obligations could result in our Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may not recoup.
Pursuant to the laws of the State of Wyoming, our Articles of Incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of the Wyoming Business Corporation Act, or any transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director’s liability under federal or applicable state securities laws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Wyoming, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
We are classified as a “smaller reporting company,” and we cannot be sure if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.
We are currently a “smaller reporting company.” Specifically, smaller reporting companies may provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting, and have certain other decreased disclosure obligations in their SEC filings. Reduced disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.
Because directors and officers currently and for the foreseeable future will continue to control the Company, you will not likely be able to elect directors or have any say in the Company’s policies.
Our stockholders are not entitled to cumulative voting rights. Consequently, a majority vote will decide the election of directors and all other matters requiring stockholder approval. As long as the Series A Preferred Stock is outstanding, the preferred stock will have voting rights representing 1,000 votes for each share of Series A Preferred Stock issued and outstanding. Theodore Ralston, who is our Chairman of the Board of Directors, holds 1,364,141 shares of our Series A Preferred Stock and has voting control of the Company. Mr. Theodore Ralston holds 1,364,141 shares of the Series A Preferred Stock, and as such Mr. Ralston controls approximately 81.4% of the vote and the ability to control all other matters requiring the approval of our stockholders, including the election of all of our directors.
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We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements. As a result, you do not and may not in the future have the same protections afforded to shareholders of companies that are subject to such requirements.
We have share structure which allows our Chairman of the Board, Theodore Ralston, to control a majority of the voting power of our common equity. As a result, we qualify as a “controlled company” within the meaning of the corporate governance standards of the NYSE American. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company.” As a controlled company, we elect not to comply with certain corporate governance requirements, specifically (i) that a majority of our Board consist of independent directors and (ii) that director nominees be selected or recommended to the Board by independent directors. Although we do not expect to rely on the “controlled company” exemptions, we may at any time after the date of this prospectus elect to avail ourselves of one or more additional controlled company exemptions provided that we continue to qualify as a controlled company. To the extent we rely on any of these exemptions, holders of our Common Stock will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE American and we cannot predict the impact this may have on the price of our Common Stock.
Because our Company has anti-takeover mechanisms through the issuance of our Series A Preferred Stock, which votes with the Common Stock together as a single class, this preference could have a negative impact on other stockholders in voting on matters of the Company.
Our stockholders are not entitled to cumulative voting rights. Consequently, a majority vote will decide the election of directors and all other matters requiring stockholder approval. As long as the Series A Preferred Stock is outstanding, the preferred stock will have voting rights representing 1,000 votes for each share of Series A Preferred Stock issued and outstanding. Theodore Ralston, who is our Chairman of the Board of Directors, controls a super-majority of the outstanding shares of our Series A Preferred Stock and will continue to have, voting control of the Company. Mr. Ralston has the ability to influence significantly all matters requiring approval by our stockholders. Mr. Ralston may have interests that differ from other stockholders, and they may vote in a way with which other stockholders disagree and either or both may be adverse in the future to the interests of other stockholders. The concentration of ownership of our voting securities may have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our stockholders of an opportunity to receive a premium for their securities as part of a sale of our Company.
Our Series A Preferred Stock may lead to conflicts of interest and could negatively impact the price of our securities.
Except as otherwise required by law or by the Articles of Incorporation and except as set forth below, the outstanding shares of Series A Preferred Stock are entitled to vote together with the shares of Common Stock and other voting securities of the Company as a single class. Mr. Ralston, our Chairman of the Board of Directors, owns 1,364,141 shares of our Series A Preferred Stock and will continue to have voting control of the Company and the ability to influence significantly all matters requiring approval by our stockholders. Mr. Ralston may have interests that differ from other stockholders, and may vote in a way with which other stockholders disagree and either or both may be adverse in the future to the interests of other stockholders. The concentration of ownership of our voting securities may have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our stockholders of an opportunity to receive a premium for their securities as part of a sale of our Company, and consequently may affect the market price of our Common Stock. This concentration of ownership of our voting securities may also have the effect of influencing the completion of a change in control that may not necessarily be in the best interests of all of our stockholders. Also, the voting power of our Series A Preferred Stock means that Mr. Ralston will continue to control who is elected to serve on the Board of Directors, and other stockholders will have no say in the Company’s policies.
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USE OF PROCEEDS
All shares of our Common Stock offered by this prospectus are being registered for resale by the Selling Stockholders identified herein. We will not receive any of the proceeds from the sale of the shares of our Common Stock being offered for sale by the Selling Stockholders. We may receive proceeds upon the exercise of outstanding warrants for shares of Common Stock covered by this prospectus.
The shares of Common Stock covered by the registration statement of which this prospectus is a part includes 2,296,426 shares of Common Stock issuable upon conversion of the Series C Preferred Stock, 925,834 shares of Common Stock issuable upon conversion of Convertible Debt, and 2,429,641 shares of Common Stock issuable upon exercise of the Warrants. If all such warrants are exercised in cash, then we will receive gross proceeds of approximately $10.7 million. Proceeds to us from the exercise of such warrants will be used for general corporate purposes, including working capital.
The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus, including all registration and filing fees, and fees and expenses of our counsel and our independent registered public accounting firm.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See the section titled “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk Factors” and elsewhere in this prospectus.
Overview
We are a specialty chemical company that manufactures environmentally sustainable fire inhibitors and fire retardants as well as home systems for their deployment. Management is highly experienced at building and running companies, as well as commercializing and executing on strategic partnerships for the sale of products and services.
Since MFB Ohio acquired the MFB portfolio of intellectual property on April 13, 2022, our management team has continued to develop and refine our product formulations. The Company has received significant third-party recognition for these efforts, including twice receiving the EPA Safer Choice designation, being the first and only fire inhibitor recognized by the EPA as safe for the environment, and receiving UL GREENGUARD Gold certification, which reflects minimal impact on indoor air quality from toxic smoke over extended exposure. Our products have been adopted by fire departments throughout the State of California.
We are expanding our patent portfolio and technology platform into additional markets that can benefit from environmentally safe alternatives to legacy fire retardant and fire retardant-treated wood products. CitroTech has developed wood coating products utilizing this technology and is in the initial phases of commercialization.
The Company is also actively deploying proactive wildfire defense systems on residential and commercial properties under the CitroSafe Systems brand. CitroSafe Systems are self-contained sprinkler installations that utilize our patented CitroTech product and are deployed in advance of wildfires to reduce structural risk. This offering addresses a significant and growing insurance market disruption across eleven western states, where carriers have curtailed or declined to write wildfire coverage on new construction and existing policies in the Wildland-Urban Interface, the transitional zone between undeveloped land and built environments that is at elevated risk of catastrophic wildfire loss. The Company is working with a large insurance broker to offer insurance coverage to customers who install a CitroSafe proactive wildfire system, with policies underwritten by established insurance carriers. This program is currently in the proof-of-concept phase.
Our management team consists of five individuals: Wesley J. Bolsen, Chief Executive Officer; Andrew Hotsko, Chief Operating Officer; Nanuk Warman, Secretary and Chief Financial Officer; Steve Conboy, Chief Technical Officer and Anthony Newton, General Counsel.
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Known Trends and Uncertainties
Growth in Fire Safety
We believe that fire safety benefits from several growth drivers, including increasing fire severity, as measured by higher acres burned, longer fire seasons and a growing urban component moving into the Wildland Urban Interface (WUI), resulting in a need for higher quantity of specialty chemical fire inhibitors, thereby increasing production. We believe these trends are prevalent in North America, as well as globally, and we expect these trends to continue driving growth in demand for fire retardants and fire-retardant-treated lumber products.
We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground-applications for long-term fire retardants. This growth includes use of ground assets in response to active fires (protection), as well as proactive treatments around critical infrastructure and known high-risk areas (prevention). Fire prevention products can be used to help prevent fire ignitions and protect property from potential fire danger by providing proactive retardant treatment in high-risk areas such as along roadsides, under power lines, along railroad rights-of-way, and around residential neighborhoods and commercial infrastructure. Treating these areas ahead of the fire season can help to prevent ignitions from equipment failures or sparks until a significant rainfall occurs. Although there is no certainty in wildfire defense, when our CitroSafe system is installed, we fill it with our CitroTech product. Thereafter, we will conduct an annual inspection of the system to help ensure it is ready to help defend against a wildfire. While there is no specific useful life for our product, if the system has not been deployed since the third anniversary of the initial installation, or three years following an annual inspection, in an abundance of caution we will remove and replace the CitroTech. In addition, we suggest spraying CitroTech in areas surrounding the property that pose the greatest risk to help reduce the risk posed by dry vegetation, decks, garden bark, and fences.
We have invested and intend to continue investing in the expansion of our fire retardant and lumber treatment business through product development and business development to grow our customer base.
Weather Conditions and Climate Trends
Our business is highly dependent on the needs of commercial entities, residential homeowners and fire departments to prevent fires and protect assets, as well as the use and expansion of Class A Fire Retardant Treated lumber and wood products. As such, our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year. Typically, sales of our product is higher during the summer months in the United States of America due to weather patterns that are generally correlated to a higher prevalence of wildfires. We believe orders will generally peak during the summer months, but with expanded fire seasons in the United States, ignitions may start in the late Spring and continue through late Fall of calendar year 2026.
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Results of Operations
We are developing and commercializing our product lines. We have been focused historically on obtaining patents and various accreditations. To date, we do not have a large customer base, having relied heavily on a few customers, for the commercialization and testing of our CitroTech product and delivery system. We currently do not have an established retail product line nor recurring significant customer base. Therefore, period over period comparisons of our results of operations are not indicative of future results.
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2025 and 2024, which are included herein.
Our results of operations for the years ended December 31, 2025 and 2024 are summarized below:
| Years ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||
| Revenue | $ | 2,381,407 | $ | 808,372 | 1,573,035 | 195% | ||||||||||
| Operating expenses | 18,877,398 | 6,113,050 | 12,764,348 | 209% | ||||||||||||
| Other expenses | 20,341,652 | 1,577,044 | 18,764,608 | 1,190% | ||||||||||||
| Net loss | $ | (36,837,643 | ) | $ | (6,881,722 | ) | (29,955,921 | ) | 435% | |||||||
Revenue
Our revenue is associated with revenue from Mighty Fire Breaker LLC (“MFB Ohio”) which acquired intellectual property to fire suppression in April 2022. During the year ended December 31, 2025, revenue increased $1.6 million, or 195%, over the year ended December 31, 2024. This growth was driven by broader market adoption of our CitroTech product line, including sales of residential CitroSafe systems, commercial and fire department specialty chemical sales into municipalities such as San Diego, and direct spray application services for residential properties in response to heightened wildfire concerns following the January 2025 Los Angeles wildfires. Notably, customer concentration improved significantly, with no single customer representing more than 10% of revenue in 2025 compared to four customers exceeding that threshold in 2024, and our top five customers declining from 79.5% to 32.0% of total revenue. This diversification reflects our transition from early-stage project-based sales toward broader market penetration.
Our revenues consisted of the following:
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Product sales | $ | 1,349,257 | $ | 626,389 | ||||
| Product installation service | 1,032,150 | 181,983 | ||||||
| $ | 2,381,407 | $ | 808,372 | |||||
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Product installation services commenced in the second quarter of 2024.
Our revenues from significant customers for the years ended December 31, 2025 and 2024, are as follows:
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Number of customers (more than 10% of revenue) | 0 | 4 | ||||||
| Total revenue of top 5 customers | 32.0% | 79.5% | ||||||
We do not have major sales from recurring customers for the years ended December 31, 2025 and 2024.
Operating Expenses
| Years ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||
| Cost of revenue | $ | 1,850,682 | $ | 655,499 | 1,195,183 | 182% | ||||||||||
| Amortization and depreciation | 329,334 | 264,696 | 64,638 | 24% | ||||||||||||
| General and administration | 1,593,640 | 498,445 | 1,095,195 | 220% | ||||||||||||
| Advertising and marketing | 673,636 | 1,005,504 | (331,868 | ) | (33% | ) | ||||||||||
| Payroll and management compensation | 9,851,419 | 75,000 | 9,776,419 | 13,035% | ||||||||||||
| Professional fees | 4,380,182 | 3,599,904 | 780,278 | 22% | ||||||||||||
| Research and development expense | 198,505 | 14,002 | 184,503 | 1,318% | ||||||||||||
| Total operating expenses | $ | 18,877,398 | $ | 6,113,050 | 12,764,348 | 209% | ||||||||||
The increase in operating expenses was primarily attributed to increases in cost of revenue and payroll and management compensation.
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Cost of revenue
| Years ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||
| Cost of inventory | $ | 1,545,072 | $ | 407,334 | 1,137,738 | 279% | ||||||||||
| Freight and shipping | 22,778 | 9,321 | 13,457 | 144% | ||||||||||||
| Consulting and advisory-related party | 4,000 | 19,400 | (15,400 | ) | (79% | ) | ||||||||||
| Royalty and sales commission-related party | 56,290 | 81,917 | (25,627 | ) | (31% | ) | ||||||||||
| Rent expense | 222,542 | 137,527 | 85,015 | 62% | ||||||||||||
| Total cost of revenue | $ | 1,850,682 | $ | 655,499 | 1,195,183 | 182% | ||||||||||
During the year ended December 31, 2025, the cost of revenue increased over the year ended December 31, 2024, primarily due to an increase in cost of inventory and rent.
Cost of inventory consists of product costs, direct labor, related supplies and direct testing of our CitroTech product and various components required for installation of CitroSafe(TM) systems. Cost of inventory increased during the year ended December 31, 2025, primarily due to an increase in product sales and supplies from increased sales.
Freight and shipping relate to costs for shipping products to customers.
Consulting and advisory services are to a related party company for services related to product installations.
Royalty and sales commissions increased in the year ended December 31, 2025, from more revenue. We recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue in 2024 and during the first quarter of 2025. In March 2025, we entered into a new contract and there is no longer consulting and advisory royalty.
Rent expenses are warehouse and facility rent expenses. The increase in rent expense is primarily attributable to our relocation to a larger commercial facility for operations, warehousing, and customer-facing activities beginning in April 2025, along with the cancellation of a prior warehouse lease in May 2025.
Amortization and depreciation
Amortization and depreciation expenses are an amortization of patents and a depreciation of vehicle, and furniture and equipment.
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General and administrative
General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the year ended December 31, 2025, we incurred increased expenditures on consulting and payroll fees, bad debt expenses, our website and IT development and travel as well as general office and insurance expenses from expansion of operations.
Advertising and marketing
The decrease in advertising and marketing during the year ended December 31, 2025, over the year ended December 31, 2024, is primarily due to 83,333 shares of Series C Convertible Preferred Stock, valued at $500,000 for a NASCAR sponsorship in 2024. Other than this NASCAR expense, the advertising and marketing increased to support revenue growth.
Professional fees
The professional fees during the year ended December 31, 2025, primarily included stock-based compensation to consultants of $2.6 million, of which $2.1 million was to a related party consultant (TC Special Investments, LLC (“TCSI”)), and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025. The professional fees during the year ended December 31, 2024, primarily included stock-based management compensation of $1.4 million to advisors to our subsidiary MFB and stock-based compensation of $1.0 million to various consultants for IT service for software development, legal related to patents and other consulting services in 2024.
TCSI’s consulting services to us include sales and business development, customer relationship management, strategy optimization, investor relations, underwriter interface, coordinating outside counsel and other business aspects at the request of the Board of Directors. In addition to TCSI, stock-based compensation was remitted to certain individuals with fire retardant and industry experience, who provided guidance and insight to our management and Board of Directors with respect to the fire retardant and fire inhibitor industry, business development connections, and oversight during the testing and recognition processes.
Payroll and management compensation
During the year ended December 31, 2025, management compensation increased to $9.9 million from $75,000 in the prior year. This increase was primarily attributable to the buildout of a full executive management team during 2025, including the appointment of a Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Compensation primarily included stock-based management compensation of $7.8 million, cash payments of $1.3 million to management, and payroll to employees of $745,000. The significant increase in stock-based compensation reflects the transition from a single-executive structure in 2024, when management compensation consisted solely of a $75,000 cash payment to our former CEO, to a fully staffed leadership team necessary to support our growth and commercialization objectives.
Research and development costs
We continue to invest heavily in the testing and certifications of CitroTech treated products as well as in advance of submitting formulas
for approval to apply product onto federal lands. We expect to continue growing R&D spend over historical spend as we add additional
product lines and invest in the future of the company.
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Other Expenses
For the years ended December 31, 2025 and 2024, the other expenses consisted of interest expense related to convertible notes payable issued in 2025 and 2024 of $2.8 million and convertible notes payable issued in 2024 of $258,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $2.0 million and $410,000, respectively, financing expense of $8.7 million and $0, respectively, and loss on settlement of debt of $6.8 million and $909,000, respectively. Settlement of debt in 2025 is the conversion of convertible notes issued in 2024 and 2025. The settlement of debt in 2024 is settlement of notes payable and convertible note issued in 2022. Financing expense is from 4 million warrants granted to a financial advisor and 69,007 shares of Series C Convertible Preferred stock issued to a Series A Preferred shareholder in 2025.
Net loss
The net loss for the year ended December 31, 2025, increased by approximately $30.0 million as compared to the year ended December 31, 2024 primarily due to the increase in operating expenses and other expense offset by the increase in revenue.
Liquidity and Capital Resources
Sources of Liquidity
Since our inception, we have incurred significant operating losses and negative cash flows from our operations. Our net loss was $36.8 and $6.9 million for the years ended December 31, 2025 and 2024, respectively. During fiscal year 2025, we completed a debt offering in February and an equity offering in September and October which generated net proceeds of approximately $3.7 million and $8.1 million, respectively.
Working capital
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | Change | ||||||||||
| Current assets | $ | 7,415,426 | $ | 1,617,478 | $ | 5,797,948 | ||||||
| Current liabilities | $ | 2,169,626 | $ | 2,161,883 | $ | 7,743 | ||||||
| Working capital (deficiency) | $ | 5,245,800 | $ | (544,405 | ) | $ | 5,790,205 | |||||
As of December 31, 2025 and 2024, the current assets consisted of cash of $6.3 million and $775,000, respectively, inventory of $621,000 and $325,000, respectively, accounts receivable of $209,000 and $317,000, respectively, prepaid expenses and other current assets of $317,000 and $74,000, respectively, and deferred offering costs of $0 and $126,000, respectively.
As of December 31, 2025 and 2024, the current liabilities consisted of accounts payable and accrued liabilities of $316,000 and $187,000, respectively, due to related parties of $168,000 and $0, respectively, convertible notes net of discount of $219,000 and $196,000, respectively, convertible note – related party of $1.3 million and $577,000, respectively, current portion of financing loan of $30,000 and $97,000, respectively, derivative liability of $0 and $1.1 million, respectively, and current portion of operating lease liability of $148,000 and $50,000, respectively.
The increase in working capital in 2025 was primarily due to an increase in cash from equity and debt offering offset by an increase in convertible notes.
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Cash Flows
For the years ended December 31, 2025 and 2024
| Years ended | ||||||||||||
| December 31, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Cash used in operating activities | $ | (5,868,915 | ) | $ | (1,937,651 | ) | $ | (3,931,264 | ) | |||
| Cash provided by (used in) investing activities | $ | (293,953 | ) | $ | – | $ | (293,953 | ) | ||||
| Cash provided by financing activities | $ | 11,656,326 | $ | 2,163,029 | $ | 9,493,297 | ||||||
| Net Change in cash | $ | 5,493,458 | $ | 225,378 | $ | 5,268,080 | ||||||
Operating Activities
We have not generated positive cash flows from operating activities.
For the year ended December 31, 2025, net cash flows used in operating activities consisted of a net loss of $36.8 million, reduced by stock-based compensation of $19.1 million, non-cash lease expenses of $161,000, amortization and depreciation of $329,000, bad debt expense of $346,000, amortization of debt discount of $2.4 million, loss on settlement of debt of $6.8 million, write-off of deferred offering costs of $197,000 and changes in derivative liability of $2.0 million, and increased by net changes in operating assets and liabilities of $464,000.
For the year ended December 31, 2024, net cash flows used in operating activities consisted of a net loss of $6.9 million, reduced by stock-based compensation of $3.1 million, non-cash lease expenses of $80,000, bad debt expense of $23,000, amortization and depreciation of $265,000, amortization of debt discount of $196,000, loss on settlement of debt of $909,000, and changes in derivative liability of $410,000, which were increased by net changes in operating assets and liabilities of $3,000.
Investing Activities
For the year ended December 31, 2025, the cash flows used in investing activities consisted of the purchase of property and equipment of $194,000 and acquisition of intangible assets of $100,000.
We did not use any funds for investing activities during the year ended December 31, 2024.
Financing Activities
For the year ended December 31, 2025, net cash provided by financing activities consisted of $8.3 million from the issuance of Series C Convertible Preferred Stock and warrants, $3.7 million from the issuance of convertible promissory notes and associated warrants, $71,000 deferred offering cost payment, repayment of a financing loan of $265,000 and repayments to related party of $25,000.
For the year ended December 31, 2024, net cash provided by financing activities consisted of $1.8 million in proceeds from the issuance of Series C Convertible Preferred Stock, $1.2 million from the issuance of convertible promissory notes and associated warrants in fourth quarter of 2024, $2,000 received from a related party, $126,000 deferred offering cost payment, repayment of a financing loan of $23,000, and $741,000 from a repayment of loan from a related party.
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Contractual Obligations
Convertible notes
In first quarter 2025, we entered into eleven (11) subscription agreements for convertible notes ($2,075,000) and warrants (432,296 shares of common stock). The material terms of this convertible note indebtedness are, (i) a 12-month maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, either (x) divided by 2.40 or (y) a 30% discount to the sale price of its Common Stock pursuant to a registration statement filed with the SEC and listing of the Common Stock on national securities exchange; and (iv) warrant coverage for five years at the rate of 1.25 shares of Common Stock for each dollar of principal, at an exercise price of $3.00 per share.
Subsequent to December 31, 2025 and through the date of this prospectus, the note holders have converted all of their notes into shares of common stock.
Convertible notes – related party
In February 2025, we entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of common stock) with a related party. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. Our obligations under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, the related party could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns our intellectual property portfolio. On February 27, 2026, a related party extended their convertible promissory note until April 28, 2026.
Financing loan
We had a financing loan for the purchase of vehicle in September 2025. The loan repayment is $2,021 per month for 60 months, beginning October 2025, with an interest rate of 11.33%.
We had a financing loan for the purchase of vehicle in September 2025. The loan repayment is $2,083 per month for 48 months, beginning October 2025, with an interest rate of 11.90%.
Lease Agreements
We have one lease classified as an operating lease for an office and warehouse purpose. The following table outlines maturities of our lease liabilities as of December 31, 2025:
| Year ending December 31, | ||||
| 2026 | $ | 195,412 | ||
| 2027 | 203,228 | |||
| 2028 | 211,357 | |||
| 2029 | 219,812 | |||
| Thereafter | 55,486 | |||
| 885,295 | ||||
| Less: Imputed interest | (120,084 | ) | ||
| Operating lease liabilities | $ | 765,211 | ||
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Liquidity
We have incurred losses since inception and incurred a net loss of $36.8 million during the year ended December 31, 2025. However, in September 2025, we completed an equity offering which generated net proceeds of $5.4 million. Additionally, in October 2025, we completed an equity offering which generated net proceeds of $2.7 million.
Our existing cash resources are expected to provide sufficient funds to carry out our planned operations through fiscal year 2026. To more rapidly grow, our revenue and continue operations beyond such time frame, we may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. We have had multiple conversations with banks who are willing to assist us with additional capital raises if necessary, which helps to minimize the risk. There can be no assurance that we will be successful in acquiring additional funding, that our projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. In consultation with its legal counsel as appropriate, our management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is likely, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We believe our most critical accounting estimates relate to the following:
| · | Incremental borrowing rate for Right of Use Assets | |
| · | Fair Value of Convertible Notes | |
| · | Fair Value of Warrant to Purchase Common Stock |
While our estimates and assumptions are based on our knowledge of current events and on actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to Consolidated Financial Statements.
Incremental borrowing rate for Right of Use Assets
As the Company’s operating leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate. The assessment of the Company’s incremental borrowing rate involves judgment regarding the cost of borrowing funds on a collateralized basis over a similar term and in a similar economic environment.
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Fair Value of Convertible Notes
The Company determined that the conversion feature, embedded in convertible notes, met the definition of a liability in accordance with ASC Topic No. 815-40, Derivatives and Hedging - Contracts in Entity’s Own Stock and therefore bifurcated the embedded conversion option once the note become convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and “day 1” derivative loss for the excess amount of debt discount and amortized to interest expense over the term of the note.
For the conversion feature classified as a liability, the Company uses a Binomial Lattice valuation model to value the derivative instrument at inception and on subsequent valuation dates. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.
The underlying assumptions of Binomial Lattice model are as follows:
| 1. | The short-term interest rates, including risk-free rate, are known and remain constant over time. | |
| 2. | The absence of any arbitrage opportunities is assumed. | |
| 3. | The stock price follows a continuous-time random walk, with the rate of variance proportional to the square of the stock price. | |
| 4. | The distribution of possible stock prices at the end of any given finite interval is assumed to be lognormal. | |
| 5. | The variance of the rate of return on the stock is constant. | |
| 6. | No commissions or transaction costs are incurred when buying or selling the stock or option. | |
| 7. | The option’s early exercise value is evaluated at each node of the lattice. | |
| 8. | If applicable, the tax rate remains consistent for all transactions and market participants. |
Fair Value of Warrant to Purchase Common Stock
The Company has issued warrants to investors in our debt offerings.
We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815. In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative.
For warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid in capital (potentially on a relative fair value basis if issued in a basket transaction with other financial instruments). Warrants that are equity-classified are not subsequently remeasured unless modified or required to be reclassified as liabilities. The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period.
The warrants are valued using a Black Scholes valuation model. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.
Off-balance sheet arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
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BUSINESS
Our Company
CitroTech Inc. (“CITR,” “we,” “us,” or the “Company”) is an environmentally sustainable specialty chemical company focused on fire inhibitor products serving the wildland fire, residential home protection, and wood products industries across the United States and Canada. Our fire inhibitor formulations are also sold into the lumber and building materials industry for fire retardant treatment applications. CitroTech Inc. was originally incorporated under the laws of the State of Nevada on March 14, 1990 and on June 3, 2021 was redomiciled to the State of Wyoming. Our principal offices are located at 6400 S. Fiddlers Green Circle, Suite 300, Greenwood Village, Colorado 80111. Our telephone number is (800) 401-4535, and our email address is info@citrotech.com. Our website address is www.citrotech.com. Information contained on, or accessible through, our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.
Since Mighty Fire Breaker LLC (“MFB Ohio”) acquired from Mighty Fire Breaker LLC (“MFB California”) the MFB portfolio of intellectual property on April 13, 2022, our management team has continued to develop and refine our product formulations. The Company has received significant third-party recognition for these efforts, including twice receiving the EPA Safer Choice designation, being the first and only fire inhibitor recognized by the EPA as safe for the environment, and receiving UL GREENGUARD Gold certification, which reflects minimal impact on indoor air quality from toxic smoke over extended exposure. Our products have been adopted by fire departments throughout the State of California.
We are expanding our patent portfolio and technology platform into additional markets that can benefit from environmentally safe alternatives to legacy fire retardant and fire retardant-treated wood products. CitroTech has developed wood coating products utilizing this technology and is in the initial phases of commercialization.
The Company is also actively deploying proactive wildfire defense systems on residential and commercial properties under the CitroSafe Systems brand. CitroSafe Systems are self-contained sprinkler installations that utilize our patented CitroTech product and are deployed in advance of wildfires to reduce structural risk. This offering addresses a significant and growing insurance market disruption across eleven western states, where carriers have curtailed or declined to write wildfire coverage on new construction and existing policies in the Wildland-Urban Interface, the transitional zone between undeveloped land and built environments that is at elevated risk of catastrophic wildfire loss. The Company is working with a large insurance broker to offer insurance coverage to customers who install a CitroSafe proactive wildfire system, with policies underwritten by established insurance carriers. This program is currently in the proof-of-concept phase.
Our management team consists of five individuals: Wesley J. Bolsen, Chief Executive Officer; Andrew Hotsko, Chief Operating Officer; Nanuk Warman, Secretary and Chief Financial Officer; Steve Conboy, Chief Technical Officer and Anthony Newton, General Counsel.
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Financial Performance to Date
During the years ended December 31, 2025 and 2024, we had revenue of $2,381,407 and $808,372, respectively. We believe that revenues will increase starting in the summer of 2026 as wildfire season in the Western United States generally accelerates during dry or drought conditions. In addition, in early 2026 we began establishing relationships with lumber and building material companies that are using CitroTech to treat wood products to be Class A rated lumber under an issued Technical Evaluation Report (TER). We anticipate a moderate increase to our sales, general and administrative expense during 2026 as we approach new markets.
Business Model
Principal product, services and markets
We hold various intellectual property in the form of patents and trademarks related to our CitroTech specialty chemical for fire suppression, mapping and tracking of fire-retardant dispersion and fire inhibition chemistry and technology. We have obtained multiple certifications and accreditations in this industry for our CitroTech product. We have received the EPA Safer Choice award twice and have been awarded the UL GreenGuard Gold status (demonstrates minimal impact on the indoor toxic smoke environment in over extended periods).
Future Markets Insights, a market researcher in Pimpri-Chinchwad, India, projects that the fire-retardant market is forecast to be $13.6 billion dollars globally by 2034. CitroTech markets its product primarily to lumber and wood product companies, home, industrial and commercial users, as well as fire departments.
Distribution methods
CitroTech is blended in Oceanside, California under the supervision of Andrew Hotsko, the company’s Chief Operating Officer, after which the product is shipped directly to customers.
Competitive business conditions and the Company’s competitive position in the industry
The fire retardant market has been status quo for many years without significant innovation. A study at the University of Southern California published in Environmental Science and Technology explained that the fire retardant industry is known for having products containing toxic metals that are not environmentally safe, and are considered not friendly toward humans, wildlife, fish, water, and plants. CitroTech is the first and currently only EPA Safer Choice recognized fire inhibitor. We believe that our product will be sold in amounts that can be competitive in many markets, including Western States where wildfires occur, and areas of the United States where there is new home construction relating to population growth, such as Florida and Texas. Our industry is evolving rapidly and is becoming increasingly competitive. Competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Competitors have adopted, and may continue to adopt, aggressive pricing policies and devote substantially more resources to marketing, website and systems development than we do.
The lumber and wood products industry has long used expensive pressure treatment to make Class A-Rated lumber and building materials. This includes companies selling into the pressure treated lumber industry. We anticipate significant competition from incumbent industry participants as the new CitroTech treated lumber and building materials are introduced into the market.
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Patents, trademarks and licenses and their duration
Intellectual Property
Our intellectual property portfolio is central to our competitive position and encompasses the proprietary chemistry, application methods, integrated defense systems, communications technology, and wood product manufacturing processes that underpin our entire product and services offering. The portfolio is owned by our wholly-owned subsidiary, Mighty Fire Breaker LLC (“MFB”) and made available to CitroTech Inc. for commercialization across our product lines. The following summarizes the material patents, trademarks, and licenses that support our business operations.
List of terms used in patent and trademark law around the world:
| (a) | Most countries or geographical/political regions around the world have an intellectual property office (IPO) within its legal governmental framework, that administers its national and international laws relating to (i) patent-protectable subject matter covering useful/utility inventions and/or patent-protectable subject matter covering ornamental/industrial designs, and (ii) trademarks, servicemarks and/or tradename related subject matter. |
| (b) | WIPO and WO are shorthand notation for the World Intellectual Property Office (WIPO) https://www.wipo.int/portal/en/index.html; |
| (c) | the PCT is shorthand notation for Patent Cooperation Treaty (PCT) which is administered by WIPO; |
| (d) | the EPC is shorthand notation for the European Patent Convention (EPC) which is administered by the European Patent Office (EPO) https://www.epo.org/en/legal/epc; |
| (e) | "Application Status" as used herein reflects the status of a filed patent application or trademark application, as the case may be; for a patent application that has been filed with a patent office, the patent application can have (at any instant in time) the status indicator of: (i) pending, which means it has been filed with the respective patent office and has been assigned a filing date and application number; (ii) granted, when the claims in the patent application have been examined by the patent office, and at one of the claims have been allowed to issue in the granted patent; or (iii) abandoned, when certain conditions in the patent application may not have been timely met in the patent office; for a trademark application that has been filed with a trademark office, the trademark application can have (at any instant in time) the status indicator of: (i) pending, which means the trademark application has been filed with the respective trademark office and has been assigned a filing date and application number; (ii) abandoned, when certain conditions in the trademark application may not have been timely met in the trademark office; (iii) registered when the claims in the trademark application have been published and examined by the trademark office, and at least one of the trademark claims have been allowed to be registered in the trademark office, and are ultimately registered in the trademark office; or (iii) canceled when certain trademark claims in the trademark registration have been re-examined by the trademark office, and canceled from the trademark register maintained by the trademark office; |
| (f) | Most countries around the world support legal systems that offer (i) patent protection over useful inventions (i.e. the utilitarian features of useful inventions) by way of Utility-Type patents, and (ii) patent protection over ornamental inventions (i.e. the ornamental features of industrial and product designs) by way Design-Type patents. |
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| (g) | In utility-type patents, legal protection is determined by linguistic-based claims to invention that particularly and specifically define the inventor’s right to exclude others from making, using and selling the utility-type invention, specified by the language recited in the claims. In contrast, with design-type patents, legal protection is determined by the lines used in the drawings of the design patent, which will typically include solid and dotted lines that particularly define the inventor’s right to exclude others from making, using and selling the claimed design-type invention, specified by the lines shown in the drawings. |
| (h) | All patents and patent applications listed herein are utility-type patents, as of June 24, 2025. Also, to help indicate the nature of these utility-type inventions being claimed in such pending patent applications or granted patents, six kinds or classes of subject matter covered by the claims of the utility-type patent (or patent application) are indexed herein, namely: Granted Chemical Composition; Granted Delivery Method; Granted Fire-Protected Product; Pending Chemical Composition; Pending Delivery Method; and Pending Fire-Protected Product; and |
| (i) | The significance of a granted US Patent is that the allowed claims in granted US patent can be the legal basis for a cause of action in a patent infringement suit involving the granted US Patent, whereas the claims in a pending US Patent Application cannot be the legal basis for a cause of action in a patent infringement suit involving the pending US Patent Application; in the USA, patent infringement suits in the USA can only be based on granted US Patents that are maintained. |
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Patents
We hold a portfolio of 37 issued U.S. patents organized across five technology families. We have 45 filed or pending patent applications. All are utility patents and, under U.S. law, carry a term of 20 years from their earliest effective filing date. The portfolio's earliest priority dates trace to approximately 2017–2018 and its most recently issued patents were granted through 2026, meaning the patent estate as a whole remains in force and is expected to provide protection well into the late 2030s and early-to-mid 2040s. We are also pursuing additional patent protection through applications currently pending before the United States Patent and Trademark Office (“USPTO”).
|
Kinds of Subject Matter Covered by the Claims to Invention Presented | ||||||||
| Country | Application Status |
Application No. |
Filing Date |
Application Title | Patent No. | Expiration Date | Granted | Pending |
| US | Granted | 15/829943 | 3-Dec-2017 | Class-a fire-protected wood products inhibiting ignition and spread of fire along class-a fire-protected wood surfaces and development of smoke from such fire | 10899038 | 02-Dec-2037 | Fire-protected product | |
| US | Granted | 15/829944 | 3-Dec-2017 | Class-a fire-protected oriented strand board (osb) sheathing, and method of and automated factory for producing the same | 10919178 | 02-Dec-2037 | Fire-protected product | |
| US | Granted | 15/866451 | 9-Jan-2018 | Methods of suppressing wild fires raging across regions of land in the direction of prevailing winds by forming anti-fire (af) chemical fire-breaking systems using environmentally-clean anti-fire (af) liquid spray applied using GPS-tracking techniques | 10653904 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 16/805811 | 1-Mar-2020 | Method of protecting life, property, homes and businesses from wild fire by proactively applying environmentally-clean anti-fire (af) chemical liquid spray in advance of wild fire arrival and managed using a wireless network with GPS-tracking | 11400324 | 02-Dec-2037 | Delivery or treatment method | |
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| US | Granted | 17/497,941 | 10-Oct-2021 | Wireless wildfire defense system network for proactively defending homes and neighborhoods against wild fires by spraying environmentally-clean anti-fire chemical liquid on property and buildings and forming GPS-tracked and mapped chemical fire breaks abo | 11642555 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,942 | 10-Oct-2021 | Wireless neighborhood wildfire defense system network supporting proactive protection of life and property in a neighborhood through GPS-tracking and mapping of environmentally-clean anti-fire (af) chemical liquid spray applied to the property before wild | 11633636 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,943 | 10-Oct-2021 | Method of proactively protecting property from wild fire by spraying environmentally-clean anti-fire chemical liquid on property surfaces prior to wild fire arrival using remote sensing and GPS-tracking and mapping enabled spraying | 11638844 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,945 | 10-Oct-2021 | Wireless communication network, GPS-tracked ground-based spraying tanker vehicles and command center configured for proactively spraying environmentally-safe anti-fire chemical liquid on property surfaces to inhibit fire ignition and flame spread in the p | 11654313 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,946 | 10-Oct-2021 | Wireless communication network, GPS-tracked mobile spraying systems, and a command system configured for proactively spraying environmentally-safe anti-fire chemical liquid on combustible property surfaces to protect property against fire ignition and flame spread | 11697039 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,962 | 10-Oct-2021 | Wireless communication network, GPS-tracked drone spraying systems, and a command system configured for proactively spraying environmentally-safe anti-fire chemical liquid on combustible buildings, surrounding property and ground surfaces to protect such | 11707639 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,948 | 10-Oct-2021 | Wireless communication network, GPS-tracked back-pack spraying systems and command center configured for proactively spraying environmentally-safe anti-fire chemical liquid on property surfaces to inhibit fire ignition and flame spread in the presence of | 11730987 | 02-Dec-2037 | Delivery or treatment method |
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| US | Granted | 17/497,949 | 10-Oct-2021 | Wild fire defense system network using a command center, spraying systems and mobile computing systems configured to proactively defend homes and neighborhoods against threat of wild fire by spraying environmentally-safe anti-fire chemical liquid o | 11697040 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,952 | 10-Oct-2021 | Method of managing the proactive spraying of environmentally-clean anti-fire chemical liquid on GPS-specified property surfaces so as to inhibit fire ignition and flame spread in the presence of wild fire | 11654314 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,953 | 10-Oct-2021 | Method of proactively defending combustible property against fire ignition and flame spread in the presence of wild fire | 11697041 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/497,955 | 10-Oct-2021 | Method of proactively forming and maintaining GPS-tracked and mapped environmentally-clean chemical firebreaks and fire protection zones that inhibit fire ignition and flame spread in the presence of wild fire | 11794044 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 18/482,901 | 8-Oct-2023 | System for proactively forming and maintaining GPS-tracked and mapped environmentally-clean chemical fire protection zones over the property surfaces of a neighborhood of homes so as to inhibit fire ignition and flame spread in the presence of wild fire | 12,364,885 | 02-Dec-2027 | Delivery or treatment method | |
| US | Pending | 18/492642 | 23-Oct-2023 | System for proactively forming and maintaining environmentally-clean chemical fire protection zones over the property surfaces of a neighborhood of homes | 12,502,568 | 02-Dec-2027 | Delivery or treatment method | |
| US | Granted | 18/492649 | 23-Oct-2023 | Neighborhood of homes provided with a system installed for proactively forming and maintaining environmentally-clean chemical fire protection zones over the property and ground surfaces of the neighborhood | 12364886 | 02-Dec-2027 | Fire-protected product | |
| US | Pending | 19/366,466 | 22-Oct-2025 | Method of proactively defending property and ground surfaces by spraying environmentally-clean fire inhibiting chemical liquid before the arrival of wild fire, and recording the spraying operations in a network database for future access and use | ||||
| US | Granted | 15/866454 | 9-Jan-2018 | Just-in-time factory methods, system and network for prefabricating class-a fire-protected wood-framed buildings and components used to construct the same | 10332222 | 02-Dec-2037 | Fire-protected product |
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| US | Granted | 15/874874 | 18-Jan-2018 | Mass timber building factory system for producing prefabricated class-a fire-protected mass timber building components for use in constructing prefabricated class-a fire-protected mass timber buildings (as amended) | 10430757 | 02-Dec-2037 | Fire-protected product | |
| US | Granted | 15/921617 | 14-Mar-2018 | Supply chain management system for supplying clean fire inhibiting chemical (cfic) totes to a network of wood-treating lumber and prefabrication panel factories and wood-framed building construction job sites | 10290004 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 15/911172 | 5-Mar-2018 | Method of and apparatus for applying fire and smoke inhibiting compositions on ground surfaces before the incidence of wild-fires, and also thereafter, upon smoldering ambers and ashes to reduce smoke and suppress fire re-ignition | 10695597 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 16/914067 | 26-Jun-2020 | Method of and system network for managing the application of fire and smoke inhibiting compositions on ground surfaces before the incidence of wild-fires, and also thereafter, upon smoldering ambers and ashes to reduce smoke and suppress fire re-ignition | 11395931 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 17/869777 | 20-Jul-2022 | Process of forming strategic chemical-type wildfire breaks on ground surfaces to proactively prevent fire ignition and flame spread, and reduce the production of smoke in the presence of a wild fire | 11826592 | 02-Dec-2037 | Delivery or treatment method | |
| US | Granted | 18/487,044 | 14-Oct-2023 | Ground-based vehicle for making and applying a fire and smoke inhibiting slurry composition on ground surfaces before the arrival of wildfire | 12,251,587 | 02-Dec-2037 | Delivery or treatment method | |
| US | Pending | 19/081,147 | 17-Mar-2025 | Ground-based vehicle for making and hydraulically spraying a fire and smoke inhibiting slurry composition over a burning fire on a combustible surface in order to suppress the burning fire | Delivery or treatment method | |||
| US | Granted | 16/029861 | 9-Jul-2018 | System, network and methods for estimating and recording quantities of carbon securely stored in class-a fire-protected wood-framed and mass-timber buildings on construction job-sites, and class-a fire-protected wood-framed and mass timber components | 11836807 | 01-Aug-2040 | Delivery or treatment method |
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| US | Pending | 18/496878 | 29-Oct-2023 | Method of and apparatus for protecting and tracking carbon mass stored in wood materials contained in prefabricated wood-building assemblies, from the destructive energy of fire and releasing back into the atmosphere in the form of carbon dioxide and/or o | Delivery or treatment method | |||
| US | Granted | 16/104130 | 16-Aug-2018 | Methods of and system networks for wireless management of GPS-tracked spraying systems deployed to spray property and ground surfaces with environmentally-clean wildfire inhibitor to protect and defend against wildfires | 10814150 | 02-Dec-2037 | Delivery or treatment method | |
| WO | Published/Expired | PCT/US22/15004 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Completed | |||
| AU | Pending | 2022216259 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Chemical composition | |||
| CA | Pending | 3,206,581 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Chemical composition | |||
| COL | Pending | NC2023/0011581 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Chemical composition | |||
| CR | Pending | 2023-000428 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Chemical composition | |||
| EPC | Pending | 22750358.8 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Chemical composition | |||
| IN | Pending | 20232705890 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Chemical composition | |||
| HK | Pending | 62024090949 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Extension of EPC Application | Chemical composition | ||
| MX | Pending | MX/a/2023//009071 | 2-Feb-2022 | Environmentally-clean water-based fire inhibiting and extinguishing compositions, and methods of and apparatus for applying the same | Chemical composition | |||
| US | Granted | 17167084 | 4-Feb-2021 | Environmentally-clean water-based fire inhibiting biochemical compositions, and methods of and apparatus for applying the same to protect property against wildfire | 11865390 | 29-Jan-2038 | Chemical composition |
| 44 |
| US | Pending | 18/496862 | 28-Oct-2023 | Environmentally-clean fire inhibiting biochemical liquid compositions for forming thin alkali metal salt crystalline coatings on combustible surfaces to be protected against fire | Allowed/Issue Fee Paid | Chemical composition | ||
| US | Pending | 18/496864 | 28-Oct-2023 | Environmentally-clean fire inhibiting biochemical compositions for forming thin potassium salt crystalline coatings on combustible surfaces to be protected against fire | Allowed/Issue Fee Paid | Chemical composition | ||
| US | Pending | 18/492865 | 28-Oct-2023 | Class-a fire-protected wood building products provided with class-a fire protection, and surface treatment process for producing the same | Allowed/Issue Fee Paid | Chemical composition | ||
| US | Granted | 18/492866 | 28-Oct-2023 | System for proactively protecting combustible property surfaces against fire ignition and flame spread by forming environmentally-clean thin potassium salt crystalline coatings on the combustible property surfaces | 12,458,824 | Delivery or treatment method | Delivery or treatment method | |
| WO | Pending | PCT/US22/15005 | 2-Feb-2022 | Environmentally-clean fire inhibiting and extinguishing compositions and products for sorbing flammable liquids while inhibiting ignition and extinguishing fire | Completed | |||
| AU | Pending | 2022218154 | 2-Feb-2022 | Environmentally-clean fire inhibiting and extinguishing compositions and products for sorbing flammable liquids while inhibiting ignition and extinguishing fire | Chemical composition | |||
| CA | Pending | 3,206,932 | 2-Feb-2022 | Environmentally-clean fire inhibiting and extinguishing compositions and products for sorbing flammable liquids while inhibiting ignition and extinguishing fire | Chemical composition | |||
| EPC | Pending | 22750359.6 | 2-Feb-2022 | Environmentally-clean fire inhibiting and extinguishing compositions and products for sorbing flammable liquids while inhibiting ignition and extinguishing fire | Chemical composition | |||
| INDIA | Pending | 202327056577 | 2-Feb-2022 | Environmentally-clean fire inhibiting and extinguishing compositions and products for sorbing flammable liquids while inhibiting ignition and extinguishing fire | Chemical composition | |||
| US | Granted | 17/591592 | 2-Feb-2022 | Environmentally-clean fire inhibiting and extinguishing compositions and products for sorbing flammable liquids while inhibiting ignition and extinguishing fire | 11911643 | 04-Feb-2041 | Chemical composition | Chemical composition |
| US | Pending | 18/423,274 | 25-Jan-2024 | Environmentally-clean fire inhibiting and extinguishing compositions and products for sorbing flammable liquids while inhibiting ignition and extinguishing fire | Allowed/Issue Fee Paid | Chemical composition | ||
| US | Pending | 18/423,279 | 25-Jan-2024 | Liquid hydrocarbon sorbing article of manufacture for inhibiting fire ignition involving flammable liquid hydrocarbons, while absorbing the flammable liquid hydrocarbons when spilled on a body of water and/or land |
Fire-protected product | |||
| US | Granted | 17/233461 | 17-Apr-2021 | Environmentally-clean biodegradable water-based concentrates for producing fire inhibiting and fire extinguishing liquids and foams for fighting class a and class b fires | 11865394 | 02-Jan-2038 | Chemical composition | |
| US | Pending | 18/496896 | 29-Oct-2023 | Environmentally-clean aqueous-based fire extinguishing biochemical liquid concentrates for mixing with proportioned quantities of water to produce fire extinguishing water streams | Allowed/Issue Fee Paid | Chemical composition |
| 45 |
| US | Pending | 18/669,077 | 20-May-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions and methods of and apparatus for applying the same to protect property against wildfire | Chemical composition | |||
| US | Pending | 18/751,284 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of formic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,287 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of carbonic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,289 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of acetic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,291 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of glycolic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,293 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of glyoxylic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,294 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of oxalic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,295 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of propionic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,296 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of lactic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,297 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of glyceric acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,298 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of pyruvic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,300 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of tartaric acid for protecting property against wildfire | Chemical composition |
| 46 |
| US | Pending | 18/751,301 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of butyric acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,302 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of malic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,303 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of malonic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,305 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of pivalic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,306 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of caproic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,308 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of adipic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,310 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of citric acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,213 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of gluconic acid for protecting property against wildfire | Chemical composition | |||
| US | Pending | 18/751,314 | 23-Jun-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions formulated using alkali metal salts of benzoic acid for protecting property against wildfire | Chemical composition | |||
| WO | Pending | PCT/US25/30054 | 19-May-2025 | Environmentally-clean water-based fire inhibiting biochemical solutions and methods of and apparatus for applying the same to protect property against wildfire |
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| US | Pending | 19/212,477 | 19-May-25 | Environmentally-clean water-based fire inhibiting biochemical solutions and methods of and apparatus for applying the same to protect property against wildfire | Chemical composition | |||
| US | Pending | 18/329,979 | 6-Jun-2023 | Method of and kit for installing and operating a wildfire defense spraying system on a property parcel for proactively spraying environmentally-clean liquid fire inhibitor thereover to inhibit fire ignition and flame spread caused by wind-driven wildfire embers | Delivery or treatment method | |||
| US | Granted | 18/432,014 | 4-Feb-2024 | Wildfire defense spraying system for spraying environmentally-clean water-based liquid fire inhibitor to proactively form thin fire-inhibiting alkali metal salt crystalline coatings on sprayed property surfaces prior to the presence of wildfire | 12,226,661 | 04-Feb-41 | Delivery or treatment method | |
| US | Granted | 18/432,017 | 4-Feb-2024 | Wildfire defense spraying system for spraying environmentally-clean water-based liquid fire inhibitor to proactively form thin fire-inhibiting potassium salt crystalline coatings on sprayed property surfaces prior to the presence of wildfire | 12,214,233 | 04-Feb-41 | Delivery or treatment method | |
| US | Granted | 18/432,018 | 4-Feb-2024 | Remotely-triggered wildfire defense system for automatically spraying environmentally-clean water-based liquid fire inhibitor to proactively form thin fire-inhibiting alkali metal salt crystalline coatings on sprayed combustible surfaces prior to wildfire | 12,168,152 | 04-Feb-41 | Delivery or treatment method | |
| US | Granted | 18/432,020 | 4-Feb-2024 | Wildfire defense spraying process for automatically spraying environmentally-clean water-based liquid fire inhibitor over combustible property surfaces to form thin fire-inhibiting potassium salt crystalline coatings thereon before presence of wildfire | 12,208,296 | 04-Feb-41 | Delivery or treatment method | |
| US | Pending | 18/420,717 | 1-Jan-2024 | Method of and system for defending home building projects from wildfire during and after construction on property located within a wildfire urban interface (wui) region | Delivery or treatment method | |||
| US | Pending | 18/788,241 | 30-Jul-2024 | Wildfire defense system trailer for protecting a wood-building job-site from wildfire during the construction phase of a wood-building construction project located within a wildfire urban interface (wui) region | Delivery or treatment method | |||
| US | Pending | 18/788,249 | 30-Jul-2024 | Mobile wildfire defense system trailer for deployment and use on a wood-building job-site from wildfire during the construction phase of a wood-building construction project located within a wildfire urban interface (wui)region | Delivery or treatment method | |||
| US | Pending | 18/788,268 | 30-Jul-2024 | Trailer-based wildfire defense spraying system for automatically spraying a wood-building construction job-site with environmentally-clean liquid fire inhibitor before arrival of wildfire remotely-detected in a wildfire urban interface (wui) region | Delivery or treatment method |
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| US | Pending | 18/788,278 | 30-Jul-2024 | Wireless system network for managing a fleet of wildfire defense system trailers deployed on a wood-building construction job-sites located in a wildfire urban interface (wui) region to reduce the risk of construction project damage, destruction and loss due to wildfire | Delivery or treatment method | |||
| US | Pending | 18/788,292 | 30-Jul-2024 | Method of installing and commissioning the operation of an automated home sprinkler-based wildfire defense system during the post-construction phase of a completed home building project | Delivery or treatment method | |||
| WO | Pending | PCT/US25/12489 | 22-Jan-2025 | Method of and system for defending building projects from wildfire during and after construction | Delivery or treatment method | |||
| US | Pending | 18/814,508 | 24-Aug-2024 | Environmentally-safe water-based fire retardant biochemical compositions formulated using alkali metal salts, free from phosphates, nitrates, and ammonium-salts, for non-corrosive aerial and ground delivery onto property requiring long-term protection against wildfire | Chemical composition | |||
| US | Pending | 18/964,428 | 30-Nov-2024 | Environmentally-safe completely-biodegradable water-based fire retardant biochemical compositions formulated using alkali metal salts, free from phosphates, nitrates, and ammonium-salts, for non-corrosive aerial and ground delivery onto property | Chemical composition | |||
| WO | Pending | PCT/US25/30268 | 20-May-2025 | Environmentally-safe water-based fire retardant biochemical compositions formulated using alkali metal salts, free from phosphates, nitrates, and ammonium-salts, for non-corrosive aerial and ground delivery onto property requiring long-term protection | ||||
| US | Pending | 19/213,947 | 20-May-2025 | Environmentally-safe water-based fire retardant biochemical compositions formulated using alkali metal salts, free from phosphates, nitrates, and ammonium-salts, for non-corrosive aerial and ground delivery onto property requiring long-term protection against wildfire | Chemical composition | |||
| US | Pending | 19/082,106 | 17-Mar-2024 | Environmentally-clean water-based fire inhibiting biochemical compositions, solutions, powders and methods of and apparatus for producing fire protected wood and engineered wood products | Fire-protected product |
| 49 |
| WO | Pending | PCT/US25/30057 | 19-May-2025 | Environmentally-clean fire inhibiting biochemical compositions, solutions and powders, and methods of and apparatus for producing fire protected wood products | ||||
| US | Pending | 19/212,495 | 19-May-2025 | Environmentally-clean fire inhibiting biochemical compositions, solutions and powders, and methods of and apparatus for producing fire protected wood products | Chemical composition | |||
| US | Pending | 10/545 446 | 20-Feb-2026 | Environmentally-clean aqueous-based biochemical composition for treating lignocellulosic materials during composite wood product manufacturing operations | Chemical composition | |||
| US | Pending | 19/545,496 | 20-Feb-2026 | Environmentally-clean aqueous-based biochemical compositions for treating lignocellulosic materials during manufacture of fire-resistant wood products | Chemical composition | |||
| US | Pending | 19/545,529 | 20-Feb-2026 | Environmentally-clean aqueous-based biochemical compositions for treating lignocellulosic materials during fire-protected composite wood product manufacturing operations | Chemical composition | |||
| US | Pending | 19/545 622 | 20-Feb-2026 | Environmentally-clean dry powder biochemical compositions for treating lignocellulosic materials and polymeric resin materials during manufacture of composite wood products provided with fire and metal-corrosion protection | Chemical composition | |||
| US | Pending | 19/545,669 | 20-Feb-2026 | Environmentally-clean dry-powder-based fire inhibiting biochemical compositions for treating polymeric resin binder material used to bind together lignocellulosic-based wood furnish material during production of fire-protected composite wood products | Chemical composition | |||
| US | Pending | 19/545,784 | 20-Feb-2026 | Environmentally-clean dry-powder-based fire inhibiting biochemical composition for treating polymeric resin binder material used to bind together lignocellulosic-based wood furnish material during manufacture of composite wood products provided with fire | Chemical composition | |||
| US | Pending | 19/545,854 | 20-Feb-2026 | Environmentally-clean aqueous-based fire inhibiting biochemical composition for treating lignocellulosic-based wood furnish material used during production of composite wood products protected against fire ignition and metal-corrosion | Chemical composition | |||
| US | Pending | 19/545,880 | 20-Feb-2026 | Environmentally-clean aqueous-based biochemical wood treatment compositions for treating lignocellulosic-based furnish material, and solid wood materials, during manufacture of solid, composite and/or engineering wood based products provided with fire and | Chemical composition |
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| US | Pending | 19/545,893 | 20-Feb-2026 | Fire inhibiting polymeric resin binder material for binding together lignocellulosic-based wood furnish material during the manufacture of fire-protected composite wood products | Chemical composition | |||
| US | Pending | 19/545,912 | 20-Feb-2026 | Fire inhibiting polymeric resin material for binding and/or adhering lignocellulosic-based wood furnish material during manufacture of fire and metal-corrosion protected composite wood products | Chemical composition | |||
| US | Pending | 19/545,953 | 20-Feb-2026 | Method of and liquid biochemical compositions for producing treated wood products provided with fire and metal-corrosion protection | Chemical composition and Delivery or treatment method | |||
| US | Pending | 19/545,967 | 20-Feb-2026 | Method of and liquid biochemical compositions for producing treated wood products provided with fire, metal-corrosion, mold and moisture protection | Chemical composition and Delivery or treatment method | |||
| US | Pending | 19/545,983 | 20-Feb-2026 | Method of producing treated engineered wood products (ewps) provided with fire, metal-corrosion, mold and moisture protection | Delivery or treatment method | |||
| US | Pending | 19/545,995 | 20-Feb-2026 | Process for fabricating fire-protected finger-jointed lumber products in a lumber factory | Delivery or treatment method | |||
| US | Pending | 19/546,003 | 20-Feb-2026 | Process for fabricating fire-protected cross-laminated timber (clt) products in a cross-laminated timber (clt) fabrication factory | Delivery or treatment method | |||
| US | Pending | 19/546,019 | 20-Feb-2026 | Process for producing fire-protected laminated veneer lumber (lvl) in a factory for fabrication of fire-protected lvl panels | Delivery or treatment method | |||
| US | Pending | 19/546,032 | 20-Feb-2026 | Process for producing mdf/hdf panels in a factory for fabrication of mdf/hdf panels | Delivery or treatment method | |||
| US | Pending | 19/546,188 | 20-Feb-2026 | Process for manufacturing fire-protected plywood in an plywood panel fabrication factory | Delivery or treatment method |
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| US | Pending | 19/546,201 | 20-Feb-2026 | Process for manufacturing a fire-protected bamboo plywood panel in a bamboo plywood panel fabrication factory | Delivery or treatment method | |||
| US | Pending | 19/546,206 | 20-Feb-2026 | Process for manufacturing fire-protected bamboo strand board (bsb) panels in a bamboo strand board (bsb) panel fabrication factory | Delivery or treatment method | |||
| US | Pending | 19/546,209 | 20-Feb-2026 | Methods of and factory-based systems for producing fire-protected composite wood products using liquid fire inhibiting biochemicals to treat lignocellulosic (wood) materials during composite wood product manufacture | Delivery or treatment method | |||
| US | Pending | 19/546,214 | 20-Feb-2026 | Methods of and factory-based systems for producing fire-protected composite wood products using dry powder fire inhibiting biochemicals to treat lignocellulosic materials during composite wood product manufacture | Delivery or treatment method | |||
| US | Pending | 19/546,219 | 20-Feb-2026 | Fire-protected wood fiber insulation, and method of producing the same in a factory system | Fire-protected product | |||
| US | Pending | 19/546,224 | 20-Feb-2026 | Method of and system for producing fire-protected wood products using pressure-treatment of wood with biochemical liquid composition made from an alkali metal salt of a carboxylic acid, as a fire protection agent | Delivery or treatment method | |||
| US | Pending | 19/546,227 | 20-Feb-2026 | Method of biochemically treating lignocellulosic-based wood furnish material with an alkali metal carboxylic acid salt during production of a fire-protected composite wood product | Delivery or treatment method | |||
| US | Pending | 19/546,229 | 20-Feb-2026 | Fire-protected engineered wood product (ewp) containing lignocellulosic-based wood furnish material fire-treated during the wood product manufacturing process | Fire-protected product | |||
| US | Pending | 19/546,231 | 20-Feb-2026 | Fire-protected wood-based shearwall panel assembly constructed using fire-protected engineered wood products and/or composite wood materials | Fire-protected product | |||
| US | Pending | 19/546,233 | 20-Feb-2026 | Fire-protected wood-based shearwall panel assembly constructed using fire-protected engineered wood products and/or composite wood materials | Fire-protected product | |||
| US | Pending | 19/546,236 | 20-Feb-2026 | Drum-based wood strand spray treatment stage employed in an oriented strand board (osb) panel production line | Delivery or treatment method | |||
| US | Pending | 19/546,238 | 20-Feb-2026 | Mixing/blending apparatus for mixing and blending polymeric resin and environmentally-clean fire inhibiting chemicals employed in a composite wood panel factory | Delivery or treatment method | |||
| US | Pending | 19/546,241 | 20-Feb-2026 | Fire-protected composite wood products embodying alkali metal ions and/or micro-particles to inhibit fire ignition, flame spread and/or smoke development, and methods of manufacturing the same | Fire-protected product | |||
| US | Pending | 19/546,252 | 20-Feb-2026 | Fire-protected composite wood products embodying alkali metal ions and/or micro-particles to inhibit fire ignition, flame spread and/or smoke development, and processes for manufacturing the same | Fire-protected product |
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Trademarks
We own 12 federally registered trademarks, which are registered in the USPTO and are being registered in additional jurisdictions internationally: MIGHTY FIRE BREAKER®, CITROTECH®, and WE TAME THE FLAMES® are just a few of the trademarks. We also have marks WILDFIRE DEPOT and BIGWOOD AND LITTLEWOOD. The marks LOCKED-N-LOADED, GET PROACTIVE, and PRO-ENVIRONMENT are exclusively licensed to Mighty Fire Breaker LLC for use in our operations. Our registered trademarks protect our brand identities in the wildfire defense and fire-protected building materials markets in which customer recognition of the safety and environmental credentials associated with the CitroTech® name is a material competitive asset. U.S. trademark registrations are renewable indefinitely, provided the marks remain in use in commerce and renewal filings are timely made.
| Country | Application Status |
Application No. |
Filing Date |
Application Title | Trademark No. |
Expiration Date |
| US | Abandoned | 15/829940 | 3-Dec-2017 | Class-a fire-protected finger-jointed lumber products, and methods of and automated factory for producing the same | ||
| US | Abandoned | 15/829941 | 3-Dec-2017 | Class-a fire-protected cross-laminated timber (clt) products, and method of and factory for producing the same | ||
| US | Registered | 87981474 | 31-Oct-2017 | MIGHTY FIRE BREAKER - CLASSES 1 and 40 | 5858452 | FILED SECTION 8 & 15 |
| US | Registered | 87666138 | 31-Oct-2017 | Mighty fire breaker - class 009 | 6639432 | |
| WPM | Registered | 1 734 393 | 4-Apr-2023 | MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating the following Member States: Australia, European Union, | 1 734 393 | |
| AU | Registered | 1 734 393 | 4-Apr-2023 | MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating European Union | 1 734 393 | |
| EU | Registered | 1 734 393 | 4-Apr-2023 | MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating European Union | 1 734 393 | |
| US | Registered | 87666509 | 31-Oct-2017 | MFRT - Classes 19 and 40 | 5822463 | |
| US | Registered | 87666786 | 31-Oct-2017 | We tame the flames | 5829516 | |
| US | Abandoned | 90605808 | 26-Mar-2021 | CITROTECH (Block Letters) - CLASSES 1 and 019 | ||
| US | Registered | 90978810 | 26-Mar-2021 | CitroTech (block letters) - class 1 | 6965623 | |
| WPM | Registered | 1726185001 | 16-Jun-2023 | CITROTECH - CLASSES 1 and 19 - Madrid International Trademark Application Designating the following Member States: Australia, European Union, United Kingdom, India, | 1 741 423 | |
| AU | Registered | 1 741 423 | 16-Jun-2023 | CITROTECH (Block Letters) - CLASS 1 and 019 - Designations: Australia | Aust. TM No. 2373363 | |
| EU | Registered | 1 741 423 | 16-Jun-2023 | CITROTECH (Block Letters) - CLASS 1 and 019 - Designations: European Union | Allowed; Proof of Use Required Before Registration | |
| GB | Registered | 1 741 423 | 16-Jun-2023 | CITROTECH (Block Letters) - CLASS 1 and 019 - Designation: United Kingdom (GB) | Allowed; Proof of Use Required Before Registration | |
| IN | Registered | 1 741 423 | 16-Jun-2023 | CITROTECH (Block Letters) - CLASS 1 and 019 - Designation: India | Allowed; Proof of Use Required Before Registration | |
| US | Abandoned | 97153769 | 2-Dec-2021 | Locked-n-loaded (block letters) | Abandoned | |
| US | Pending | 97153798 | 2-Dec-2021 | Get proactive (block letters) | SOU FILED- ALLOWED | |
| US | Pending | 97279362 | 22-Feb-2022 | Wildfire depot (block letters) | Allowed; Proof of Use Required Before Registration | |
| US | Pending | 97309817 | 13-Mar-2022 | Pro-environment (block letters) | SOU FILED - ALLOWED | |
| US | Pending | 97408501 | 12-May-2022 | Bigwood and littlewood (block letters) | Under Examination in USPTO | |
| US | Pending | 98408448 | 16-Feb-2024 | Falls like rain (block letters) | Allowed; Proof of Use Required Before Registration | |
| US | Registered | 97872310 | 4-Apr-2023 | MFB-31 (block letters) | 7365852 | |
| US | Pending | 98647758 | 14-Jul-2024 | CitroSafe (class 040) | Allowed; Proof of Use Required Before Registration | |
| US | Pending | 98658564 | 20-Jul-2024 | CitroSafe (classes 001, 009, 040) | Allowed; Proof of Use Required Before Registration | |
| US | Pending | 99223061 | 7-Jun-2025 | MFB (Block Letters) (Classes 001 and 040) | Pending | |
| US | Pending | 99223122 | 7-Jun-2025 | MFB-34 (Block Letters) (Classes 001 and 040) | Pending | |
| US | Pending | 99223137 | 7-Jun-2025 | MFB-35-FM (Block Letters) (Classes 001 and 040) | Pending | |
| US | Pending | 99648183 | 11-Feb-2026 | CitroTech - classes 001, 009, 025, 040, 042, 045 | Pending | |
| US | Pending | 99644950 | 10-Feb-2026 | Quick response force - classes 001, 009, 025, 036, 040, 041, 042, 045, | Pending |
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Competitive Significance
Our patent portfolio collectively creates meaningful barriers to imitation across each aspect of our core business: the chemistry, the application methods, the integrated defense systems, the network infrastructure, and the manufacturing processes. The intersection of our composition patents, which protect the only EPA Safer Choice-recognized fire inhibitor formulation, as well as our method and system patents, creates a legally and commercially reinforced market position that we believe would be difficult for competitors to replicate without infringing one or more of our patents or without using inferior chemistry that does not carry the same regulatory and environmental credentials. The expiration of individual patents over the 2037–2044 timeframe will reduce certain specific protections, but the ongoing development of additional innovations and continuation applications is expected to extend portfolio coverage as the technology evolves.
We cannot guarantee that pending patent applications will be granted, that existing patents will not be challenged or invalidated, or that our intellectual property rights will be sufficient to prevent competitors from developing equivalent products or methods. Any significant impairment of our intellectual property rights could adversely affect our competitive position and results of operations.
Competition
The Company operates within the broader fire safety and specialty chemicals landscape, where certain participants may have partial market overlap. However, the Company is not aware of any offerings in this space that combine fire inhibition performance with recognition under the U.S. EPA Safer Choice program. More broadly, the Company believes there is a limited presence of solutions that deliver environmentally sustainable fire-retardant treatments specifically for lumber, wood products, and building materials. While conventional pressure-treated wood products exist, these approaches typically rely on less environmentally favorable chemistries and do not align with the same sustainability standards.
The fire inhibitor markets in North America are rapidly expanding. Growing population density and the need for fire protection materials in structures and products fuels the market’s growth, specifically in the United States and Canada. The United States specialty chemical market for fire inhibitors is in gradual expansion due to increasing compliance standards. Changes in demographics, especially the urbanization process and infrastructural improvements, have made wildfire prevention and asset protection more crucial. Therefore, we believe that the fire inhibitor markets in the United States and Canada are open to new non-toxic products and participants, and thus those markets are positive for entry by us.
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Governmental Regulation
Our business is subject to regulations by the EPA, including standards for product descriptions, efficacy claims and label format. Our product will likely need to go through the USFS Qualified Product List (QPL) testing to be able to be applied onto federal lands. The QPL list is also recognized by the California Department of Forestry and Fire Protection (CAL FIRE) as well as other countries who look to the QPL for products that are approved to apply.
Our product contains materials from multiple suppliers. Some of these entities must comply with federal and local environmental laws and regulations. The EPA regulates finished products by requiring disclosure of components and hazardous materials. The EPA can inspect our product and our producer’s facility to determine the accuracy of the disclosures. State laws may also impose additional regulations on the use, preparation and storage of our products. We believe that our component providers are in compliance in all material respects with governmental regulations regarding our current product and have obtained governmental permits, licenses, qualifications and approvals required for our operations. Our supplier’s compliance with federal, state and local environmental laws has not materially affected us either economically or in the manner in which we conduct our business.
However, there can be no assurance that our current or any future supplier will be able to comply with such laws and regulations in the future or that new governmental laws and regulations will not be introduced that could prevent or temporarily inhibit the development, distribution and sale of our product to end users.
Our lumber and wood product markets are subject to code compliance for the wildland urban interface (WUI) as well as testing and certifications that must be met for fire ratings to be adopted within the industry both inside and outside the United States. The specifications and codes often change, and additional testing and certifications may be required to be able to effectively sell into the industry.
New government laws and regulations may be introduced in the future that could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our product. If our supplier fails to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business, results of operations and financial condition.
Facilities
Our Company owns no real property. Our principal executive office is a commercial space at 6400 S. Fiddlers Green Cir, Suite 300, Greenwood Village, CO 80111, that is under a month-to-month lease at an average cost of less than $500 per month. The Company leased commercial space for office, retail and warehousing at 3230 Production Avenue, Suite B, Oceanside, CA 92058, which was under a one year lease agreement at $6,225 per month and expired on March 31, 2025. Commencing April 1, 2025, the Company leases commercial space for office, retail and warehousing at 3230 Production Avenue, Suite C & D, Oceanside, CA 92058 (10,000 square feet of warehouse and office space and 17,000 square feet of yard space), which is under a five year lease at $15,810 per month. The Oceanside property and warehousing is managed by Mr. Hotsko. Our primary phone number is (800) 401-4535.
Human Capital Management
As of December 31, 2025, we had 14 full-time employees. We intend to grow our employee base in response to the demands and requirements of the business. We believe that the employer-employee relationships in our Company are positive. We have no labor union contracts.
Legal Proceedings
From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of management, would have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages, and positions of the Company’s executive officers and directors. Executive officers are elected annually by the Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board of Directors, or his successor is elected and qualified. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.
| Name | Age | Title | ||
| Theodore Ralston | 63 | Chairman of the Board | ||
| Wesley Bolsen | 48 | Chief Executive Officer, Director | ||
| Nanuk Warman | 53 | Secretary and Chief Financial Officer | ||
| Andrew Hotsko | 36 | Chief Operating Officer | ||
| Stephen Conboy | 71 | Chief Technology Officer | ||
| Anthony Newton | 56 | General Counsel | ||
| Jeffery Pomerantz | 79 | Director | ||
| Lorenzo Calinawan | 38 | Director | ||
| Craig Huff | 61 | Director |
Set forth below is a description of the background and business experience of our directors and executive officers.
Professional Experience
Executive Officers
Wesley Bolsen – Chief Executive Officer and Director
Wesley Bolsen was appointed as the Chief Executive Officer and as a member of the Board of Directors effective as of September 15, 2025. Mr. Bolsen obtained a degree in electrical engineering with a minor in economics from the Rose-Hulman Institute of Technology, and thereafter obtained a masters’ degree in business administration from Stanford’s Graduate School of Business. In 2018, Mr. Bolsen was the founding executive and chief executive officer of LaderaTech Inc., which sold in 2020 to a public company at a time when LaderaTech Inc. distributed the world’s leading wildfire prevention and protection product. Following the transaction involving LaderaTech Inc., Mr. Bolsen was employed by Perimeter Solutions, Inc. to lead global wildfire prevention and protection until September 2022. He became an advisor to startup executives until April of 2024, when Mr. Bolsen was named chief executive officer of Imidex Inc., an FDA cleared AI solution for the early detection of lung cancer, which sold in April of 2025 to a public healthcare company.
We believe that Mr. Bolsen is qualified to serve as a member of our Board of Directors due to his past executive leadership and company board of director roles.
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Nanuk Warman – Secretary and Chief Financial Officer
Nanuk Warman, CPA, CFA, was appointed Chief Financial Officer and Secretary of our Company effective on April 1, 2025. Prior to his appointment Mr. Warman spent four years working with the Company as an independent consultant and has in-depth knowledge of the Company’s business and financial history. Mr. Warman has spent the last 20 years working in public company finance, advising clients on financial reporting, SOX compliance, and SEC filing requirements. For the past 10 years, Mr. Warman has served as Managing Partner of PubCo Reporting Solutions, Inc., a boutique accounting and reporting firm primarily focused on helping emerging companies on accounting and compliance matters. Mr. Warman has extensive experience with securities offerings, mergers and acquisitions, securities exchange listing compliance. He is well-versed in GAAP, with particular expertise in complex equity structures, debt financing, reverse acquisitions, and transactional accounting. Mr. Warman is a CFA® Charterholder and a member of the Chartered Professional Accountants of British Columbia.
Andrew Hotsko – Chief Operating Officer
Andrew Hotsko has served as Chief Operating Officer of our Company since July 2025, where he leads day-to-day operations and growth initiatives across the Company’s platform. Prior to joining the Company, he served as Regional President of an Alpine Investors-backed services business, overseeing operational performance and expansion across multiple markets from 2023 to 2025. Earlier in his career, from 2021 to 2023, Mr. Hotsko worked in technology investment banking at Bank of America, supporting strategic and financing transactions for growth-stage companies. He previously served as an infantry officer in the U.S. Marine Corps and holds a Bachelor of Science in Economics from the United States Naval Academy and an MBA from The Wharton School of the University of Pennsylvania.
Stephen Conboy – Chief Technology Officer
Stephen Conboy was appointed as Chief Technology Officer effective March 1, 2025. Mr. Conboy is the founder of MFB CA. Previously from the building and lumber industries, he has pursued fire science for the last 16 years to invent CitroTech. Mr. Conboy has worked in the lumber and building industry for more than 45 years, starting as a union carpenter in New York. He was nominated and assigned to the District Export Council Division of the U.S. Department of Trade and Commerce and the International Trade Association. As a respected authority for carbon sequestration, he has spoken at the United Nations and World Trade Conference. Mr. Conboy helped draft a Carbon Tax Credit Bill for fire treated lumber and portions of the Wildfire Defense Act to reward property owners who implement proactive wildfire defense programs.
Anthony Newton – General Counsel
Anthony Newton was appointed as general counsel to the Company effective April 1, 2025. Mr. Newton has practiced law for 25 years and is a member of the State Bar of Texas. He has a BBA from Texas A&M University, a J.D. from the University of Houston Law Center, and an LL.M in Taxation from Georgetown University Law Center. Mr. Newton has focused his practice on transactions and infrastructure projects, primarily general corporate, mergers and acquisitions, commercial agreements, finance and capital markets, primarily for middle-market energy and oil and gas companies. Mr. Newton has 16 years of big-firm experience, including as equity partner with multi-national law firms such as DLA Piper. In addition, Mr. Newton has two years of experience as General Counsel with West Edge Energy LLC, a private-equity backed, mid-stream oil and gas company, during which time he was the only in-house attorney and responsible for establishing and managing the legal department of the company. Mr. Newton does not have any experience in the fire retardant or fire suppression industry.
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Non-Employee Directors
Theodore Ralston – Chairman of the Board
Theodore Ralston has served as a member of the Board of Directors since March 31, 2025 and as Chairman of the Board since October 1, 2025. Mr. Ralston previously served as the Company’s Chief Executive Officer from March 31, 2025 to October 1, 2025. Mr. Ralston obtained an Electronics degree from IT&T in 1984. He has 34 years of independent business, sales and investment experience. For the past five years, Mr. Ralston has managed investments through his investment vehicle, TC Special Investments, LLC. In addition, Mr. Ralston has acted as a consultant, and is currently an executive officer and director to the Company. Mr. Ralston does not have any experience in the fire retardant or fire suppression industry.
We believe that Mr. Ralston is qualified to serve as a member of our Board of Directors due to his leadership and management expertise.
Jeffery Pomerantz – Director
On April 25, 2022, the Board of Directors appointed Jeffery Pomerantz as a member of the Board of Directors. Mr. Pomerantz has over 50 years of experience in Consulting, Promotional Marketing, Manufacturing, Sales, and Distribution. Mr. Pomerantz has provided invaluable assistance with many IPOs and corporate up-listings; additionally, he has a variety of international connections to resources and networks that create product distribution channels throughout the world. From 2019 to the present, Mr. Pomerantz has been in the Promotional Products Industry, in which he has owned and operated a business supervising manufacturing (including China), sales and distribution of hundreds of products. Mr. Pomerantz received a degree in accounting in 1967 from Temple University. Mr. Pomerantz does not have any experience in the fire retardant or fire suppression industry.
We believe that Mr. Pomerantz is qualified to serve as a member of our Board of Directors due to his ability to strengthen and improve operations of the companies of which he has been a part, and his experience in domestic and international manufacturing, sales and distribution.
Lorenzo Calinawan – Director
On October 15, 2025, the Board of Directors appointed Lorenzo Calinawan as a member of the Board of Directors. Mr. Calinawan is the co-founder and managing director of Chemlink Partners, a boutique M&A advisory firm focused exclusively on the global chemicals, specialty materials and adjacent industrial sectors. Over his career, Mr. Calinawan has advised on more than $90 billion of completed transactions, including landmark deals, transformative carve-outs, platform builds and cross-border transactions for leading strategics and private equity sponsors. Prior to founding Chemlink, he held senior investment banking roles at Citibank and Piper Sandler and also served as an investment professional at SK Capital Partners, where he focused on building and growing specialty chemicals and materials platforms. Mr. Calinawan brings deep sector knowledge, a global network and proven transaction execution and investment expertise to the company’s board.
We believe that Mr. Calinawan is qualified to serve as a member of our Board of Directors due to his expertise in the chemicals industry.
Craig Huff – Director
On October 15, 2025, the Board of Directors appointed Craig Huff as a member of the Board of Directors. Mr. Huff is the founder and managing member of BoltRock Holdings, LLC, a family investment firm and significant shareholder in the Company. Prior to founding BoltRock, Mr. Huff co-founded and served as co-chief executive officer of Reservoir Capital, a multi-billion dollar opportunistic investment firm, for over two decades. He also served in the U.S. Navy as a nuclear engineer and nuclear submarine officer. Mr. Huff has extensive board experience in both private and public companies across a wide range of sectors, including the insurance industry. He holds a bachelor’s degree in engineering physics, magna cum laude, from Abilene Christian University, and an MBA with high distinction from Harvard Business School where he was recognized as a Baker Scholar.
We believe that Mr. Huff is qualified to serve as a member of our Board of Directors due to his decades of investment and business management expertise.
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Family Relationships
Mr. Theodore Ralston has a family relationship with Joshua Ralston, his son, who previously served in the role of Chief Executive Officer of the Company. There are no other familial relationships among any of our directors or officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our executive officers or directors were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years.
Board Composition and Director Independence
Our Board is composed of five directors. Our Articles of Incorporation provide that our Board of Directors each serves for one year. The Board has determined that Lorenzo Calinawan and Jeffery Pomerantz, meet NYSE American’s requirements to be independent directors. In making this determination, our Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence.
Controlled Company Status
After completion of this offering, Theodore Ralston will continue to control a majority of our outstanding common stock. As a result, we will be a “controlled company.” Under NYSE American rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company, is a “controlled company” and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:
| · | we have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange; | |
| · | we have a compensation committee that is composed entirely of independent directors; | |
| · | we have a nominating and corporate governance committee that is composed entirely of independent directors; and | |
| · | we have an annual performance evaluation of the nominating and corporate governance and compensation committees. |
We rely on these exemptions. As a result, we may not have a majority of independent directors on our Board. In addition, our Compensation and Nominating & Governance Committees may not consist entirely of independent directors and/or may not be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE American corporate governance requirements.
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Board Committees
Our Board has an Audit Committee, a Compensation Committee and a Nominating & Governance Committee. The composition, duties and responsibilities of these committees are set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
| Board Member | Audit Committee | Compensation Committee |
Nominating & Governance Committee |
|||
| Jeffery Pomerantz | x | x | x | |||
| Lorenzo Calinawan | x | x | x | |||
| Theodore Ralston | x | x |
Audit Committee
Our Audit Committee is composed of Lorenzo Calinawan and Jeffery Pomerantz, with Lorenzo Calinawan serving as chair of the committee. Our Board determined that Lorenzo Calinawan and Jeffery Pomerantz meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of NYSE American. Lorenzo Calinawan is the “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of NYSE American. The Audit Committee’s responsibilities include:
| · | appointing, approving the compensation of, and assessing the qualifications, performance, and independence of our independent registered public accounting firm; | |
| · | pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; | |
| · | reviewing our policies on risk assessment and risk management; | |
| · | reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; | |
| · | reviewing the adequacy of our internal control over financial reporting; | |
| · | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; | |
| · | recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K; | |
| · | monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; | |
| · | preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement; | |
| · | reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and | |
| · | reviewing and discussing with management and our independent registered public accounting firm our earnings releases and guidance. |
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Compensation Committee
Our Compensation Committee is composed of Lorenzo Calinawan, Jeffery Pomerantz and Theodore Ralston, with Lorenzo Calinawan serving as chair of the committee. The Compensation Committee’s responsibilities include:
| · | annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer; | |
| · | evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer; | |
| · | reviewing and approving the compensation of our other executive officers; | |
| · | appointing, compensating and overseeing the work of any compensation consultant, legal counsel, or other advisor retained by the Compensation Committee; | |
| · | conducting the independence assessment outlined in rules with respect to any compensation consultant, legal counsel, or other advisor retained by the Compensation Committee; | |
| · | annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of NYSE American; | |
| · | reviewing and establishing our leadership compensation, philosophy and guidelines; | |
| · | overseeing and administering our equity compensation plans; | |
| · | overseeing our diversity and inclusion programs and planning for human capital management; | |
| · | overseeing management succession planning; | |
| · | reviewing and making recommendations to our Board with respect to director compensation; and | |
| · | reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K. |
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Nominating & Governance Committee
Our Nominating and Governance Committee is composed of Lorenzo Calinawan, Jeffery Pomerantz and Theodore Ralston, with Lorenzo Calinawan serving as chair of the committee. The Nominating and Governance Committee’s responsibilities include:
| · | developing and recommending to our Board criteria for board and committee membership; | |
| · | developing and recommending to our Board best practices and corporate governance principles; | |
| · | identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees; | |
| · | developing and recommending to our Board a set of corporate governance guidelines; and | |
| · | reviewing and recommending to our Board the functions, duties and compositions of the committees of our Board. |
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
Risk Oversight
Our Board will oversee the risk management activities designed and implemented by our management. Our Board will execute its oversight responsibility for risk management both directly and through its committees. The full Board will also consider specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, our Board will receive detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.
Our Board will delegate to the Audit Committee oversight of our risk management process. Our other committees of our Board will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.
Code of Business Conduct and Ethics
We have adopted a code of conduct that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting, which is available on our website. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.
We are currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last completed fiscal year. These reporting obligations extend only to “named executive officers.” Our “named executive officers” include (i) all individuals serving as our principal executive officer during the fiscal year ended December 31, 2025 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7, other than our principal executive officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025.
This section discusses material components of the executive compensation programs for our “named executive officers” who are named in the “Summary Compensation Table” below. In 2025, our “named executive officers” were (i) Wesley Bolsen, our Chief Executive Officer; (ii) Joshua Ralston, our former Chief Executive Officer, (iii) Theodore Ralston, our former Chief Executive Officer and our Chairman of the Board of Directors, (iv) Andrew Hotsko, our Chief Operating Officer, and (v) Anthony Newton, our General Counsel.
The following table summarizes the compensation of our named executive officers during the fiscal years ended December 31, 2025 and 2024.
| Name and Principal Position |
Year Ended December 31, |
Salary ($) |
Bonus ($) |
Stock Awards ($)(1)(2) |
All Other Compensation ($) |
Total ($) |
||||||||||||
| Wesley Bolsen | 2025 | 89,999 | – | 3,278,000 | – | 3,367,999 | ||||||||||||
| Chief Executive Officer | 2024 | – | – | – | – | – | ||||||||||||
| Theodore Ralston | 2025 | – | – | 1,932,000 | – | 1,932,000 | ||||||||||||
| Chairman of the Board | 2024 | – | – | – | – | – | ||||||||||||
| Andrew Hotsko | 2025 | 100,962 | – | 3,539,970 | – | 3,640,932 | ||||||||||||
| Chief Operating Officer | 2024 | – | – | – | – | – | ||||||||||||
| Anthony Newton | 2025 | 275,000 | – | 550,000 | – | 825,000 | ||||||||||||
| General Counsel | 2024 | – | – | – | – | – | ||||||||||||
| Joshua Ralston | 2025 | 290,000 | – | – | – | 290,000 | ||||||||||||
| Former President, Secretary, CEO, CFO and Chairman | 2024 | 75,000 | – | – | – | 75,000 |
| (1) | The amounts reported in this column represent the aggregate grant date fair value of restricted stock units awarded, computed in accordance with FASB ASC Topic 718. | |
| (2) | The material terms of the restricted stock units granted in 2025 are as follows: |
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| Name | Grant Date | Stock Award (#) | Vesting Date | ||||
| Wesley Bolsen | September 22, 2025 | 900,000(1) | (1) | ||||
| Theodore Ralston | April 30, 2025 | 280,000(2) | (2) | ||||
| Andrew Hotsko | June 27, 2025 | 450,000(3) | (3) | ||||
| Anthony Newton | – | – | – | ||||
| Joshua Ralston | – | – | – |
| (1) | Consists of: (i) 300,000 restricted stock units (RSUs) granted on October 1, 2025 (the “Effective Date”), with one-fourth of the RSUs vesting on the first anniversary of the Effective Date and the remaining three-fourths vesting in equal monthly installments over the following 36 months; (ii) 300,000 performance stock units (PSUs), with 75,000 PSUs vesting upon the Company’s market capitalization reaching and sustaining, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional RSUs granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. | |
| (2) | Consists of 280,000 shares of restricted stock, with 70,000 shares of the Company’s Series C Convertible Preferred Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $120,000,000,$150,000,000, $200,000,000 and $250,000,000, respectively | |
| (3) | Consists of 150,000 shares of restricted stock granted on June 27, 2025 (the “Effective Date”), with one-fourth of the shares vesting each anniversary of the Effective Date; (ii) 150,000 shares of restricted stock, with 37,500 shares of the Company’s Common Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional shares of restricted stock granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. |
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Executive Compensation Arrangements
Wesley Bolsen
On September 22, 2025, the Company entered into an employment agreement with Wesley J. Bolsen, pursuant to which Mr. Bolsen serves as the Company’s Chief Executive Officer, effective October 1, 2025. The employment agreement has a term commencing October 1, 2025 and ending September 30, 2029, unless earlier terminated in accordance with its terms.
Under the employment agreement, Mr. Bolsen is entitled to an annual base salary of $300,000, payable in accordance with the Company’s standard payroll practices, and a signing bonus of 6,250 shares of the Company’s Series C Convertible Preferred Stock, issued as soon as reasonably practicable following execution of the agreement. Mr. Bolsen is also eligible to receive an annual cash performance bonus with a target of $200,000, with the opportunity to earn up to two times the target amount based on the achievement of mutually agreed key performance indicators (“KPIs”). Mr. Bolsen is eligible to participate in the Company’s employee benefit plans made generally available to other senior executives.
In addition, pursuant to Exhibit A to the employment agreement, Mr. Bolsen is eligible to receive equity-based incentive compensation in the form of RSUs of the Company’s common stock, which may be earned based on a combination of time-based vesting, achievement of KPIs, and the attainment of specified market capitalization thresholds. The equity awards include up to an aggregate of 900,000 RSUs, consisting of (i) time-based RSUs that vest over a four-year period, (ii) KPI-based RSUs that vest annually upon achievement of mutually agreed performance objectives, and (iii) market capitalization-based RSUs that vest upon the Company achieving and sustaining specified fully diluted market capitalization targets for 30 consecutive days. The employment agreement further provides for accelerated vesting of any unvested RSUs upon a change in control, as defined therein.
The employment agreement may be terminated by the Company for cause, including for material breach, misconduct, dishonesty, or failure to perform duties, subject in certain cases to notice and cure rights, or without cause upon written notice. Mr. Bolsen may also terminate his employment for any reason. Upon termination by the Company without cause, Mr. Bolsen is entitled to continued base salary for up to twelve months or the remainder of the then-existing term, if shorter, and payment of any earned but unpaid bonus amounts, subject to the terms of the agreement. Upon termination for cause or voluntary resignation, Mr. Bolsen is generally entitled only to accrued compensation and earned bonuses, if any.
Mr. Bolsen is subject to customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions during and following the term of employment. The employment agreement also provides for reimbursement of business expenses, directors’ and officers’ insurance coverage, and other customary executive employment terms.
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Theodore Ralston – Consulting Agreement
On April 1, 2025, the Company entered into a consulting agreement with Theodore Ralston, pursuant to which Mr. Ralston provides outside services to the Company at the direction of the Company’s Board of Directors. The consulting agreement has an initial term of twelve (12) months, commencing April 1, 2025 (the “Initial Term”). Following the Initial Term, the agreement automatically renews for successive six-month periods unless either party provides at least 30 days’ written notice of non-renewal.
Mr. Ralston is eligible to receive up to an aggregate of 280,000 shares of the Company’s Series C Convertible Preferred Stock, payable in four separate tranches of 70,000 shares each, upon the Company achieving and sustaining for 30 consecutive days specified market capitalization thresholds of more than $120 million, $150 million, $200 million, and $250 million, respectively. So long as Mr. Ralston provides services to the Company for the full Initial Term, Mr. Ralston’s right to receive the foregoing share awards will vest, regardless of whether the consulting agreement is subsequently terminated.
If the consulting agreement is terminated by the Company within six (6) months following Mr. Ralston: (i) no longer owning Series A Preferred Stock, or (ii) owning (or having the right to convert to) on a fully diluted basis less than five percent (5%) of the Common Stock of the Company, then within 30 days thereafter the Company shall remit to Mr. Ralston or his designee the amount of 100,000 shares of Series C Convertible Preferred stock in book entry form as soon as reasonably possible for the transfer agent to make the book entry on behalf of Consultant or his designee.
The consulting agreement may be terminated immediately by written notice to Mr. Ralston upon the occurrence of any of the following: (i) a material breach of the agreement that remains uncured following 30 days’ notice thereof; (ii) making disparaging statements (whether written or verbal) about the Company, or its subsidiaries, affiliates, officers, employees, or Board of Directors; or (iii) engaging in any activity that reflects negatively on the Company’s reputation or standing in its business community. Mr. Ralston is subject to customary confidentiality obligations during and after the term of the agreement and must return Company property and confidential materials upon termination.
Andrew Hotsko – Employment Agreement
On June 27, 2025, the Company entered into an employment agreement with Andrew Hotsko, pursuant to which Mr. Hotsko serves as the Company’s Chief Operating Officer, effective July 21, 2025. The employment agreement has a term commencing July 21, 2025 and ending July 21, 2029, unless earlier terminated in accordance with its terms.
Under the employment agreement, Mr. Hotsko is entitled to an annual base salary of $250,000, payable in accordance with the Company’s standard payroll practices. Mr. Hotsko is also eligible to receive an annual cash performance bonus of up to $150,000, based on the achievement of mutually agreed KPIs, with the bonus prorated for calendar year 2025 and subject to adjustment in subsequent years at the Company’s discretion. Mr. Hotsko is eligible to participate in the Company’s employee benefit plans made generally available to other senior executives.
In addition, pursuant to Exhibit A to the employment agreement, Mr. Hotsko is eligible to receive equity-based incentive compensation in the form of restricted shares of the Company’s common stock, which may be earned based on a combination of time-based vesting, achievement of KPIs, and the attainment of specified market capitalization thresholds. The equity incentives provide for up to an aggregate of 450,000 shares of common stock, consisting of (i) time-based restricted shares that vest annually over a four-year period, (ii) KPI-based shares that may be issued annually upon achievement of mutually agreed performance objectives, and (iii) market capitalization-based shares that may be issued upon the Company achieving and sustaining specified fully diluted market capitalization thresholds for 30 consecutive days. Unvested equity awards are generally forfeited upon termination for cause or voluntary resignation.
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The employment agreement may be terminated by the Company for cause, including for material breach, misconduct, failure to perform duties, disability, or death, or without cause upon written notice. Mr. Hotsko may also terminate his employment for any reason. Upon termination by the Company without cause, Mr. Hotsko is entitled to continued base salary for up to six months or the remainder of the then-existing term, if shorter, and payment of any earned but unpaid bonus amounts, subject to the terms of the agreement. Upon termination for cause or voluntary resignation, Mr. Hotsko is generally entitled only to accrued compensation and earned bonuses, if any.
Mr. Hotsko is subject to customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions during and following the term of employment. The employment agreement also provides for reimbursement of business expenses and other customary executive employment terms.
Anthony Newton – Consulting Agreement
On April 1, 2025, the Company entered into a consulting agreement with Anthony Newton, pursuant to which Mr. Newton provides outside legal counsel services to the Company. The consulting agreement has an initial term of twelve (12) months, commencing April 1, 2025, and automatically renews for successive six-month periods unless either party provides at least 30 days’ written notice of non-renewal.
Under the consulting agreement, Mr. Newton is entitled to monthly cash compensation of $27,500. Mr. Newton is also eligible to participate in any executive compensation plan adopted by the Company from time to time, with any such awards subject to the discretion of the Company’s Board of Directors. The Company is required to reimburse Mr. Newton for pre-approved, documented business expenses incurred on behalf of the Company.
If the consulting agreement is terminated by the Company within six (6) months following Theodore Ralston (i) no longer serving as Chief Executive Officer of the Company, (ii) no longer owning Series A Preferred Stock, or (iii) owning (or having the right to convert into), on a fully diluted basis, less than five percent (5%) of the Company’s common stock, the Company is required to pay Mr. Newton an amount equal to twelve (12) months of consulting compensation within 30 days following such termination.
The consulting agreement may be terminated immediately by written notice to Mr. Newton upon the occurrence of any of the following: (i) a material breach of the agreement that remains uncured following 30 days’ notice thereof; (ii) making disparaging statements (whether written or verbal) about the Company, or its subsidiaries, affiliates, officers, employees, or Board of Directors; or (iii) engaging in any activity that reflects negatively on the Company’s reputation or standing in its business community. Mr. Newton is subject to customary confidentiality obligations during and following the term of the consulting agreement and is required to return Company property and confidential materials upon termination. The agreement provides that Mr. Newton serves as an independent contractor, not an employee of the Company.
Joshua Ralston – Employment Agreement
On March 1, 2025, the Company entered into an employment agreement with Joshua Ralston, pursuant to which Mr. Ralston initially served as President and Chief Executive Officer through April 1, 2025, and thereafter served as Vice President of Operations, reporting to the Company’s Chief Executive Officer. The employment agreement had an initial term of three (3) years, commencing March 1, 2025, and would automatically renew for successive one-year periods unless either party provided at least 90 days’ written notice of non-renewal.
Under the employment agreement, Mr. Ralston was entitled to a monthly salary of $16,500, payable in accordance with the Company’s customary payroll practices. Mr. Ralston was eligible to participate in the Company’s employee benefit plans made generally available to other employees and executives, including health and accident insurance and other customary benefits, subject to the terms of such plans.
Mr. Ralston signed a Separation Agreement on December 31, 2025, that terminated his employment with the company. He received one month of severance pay and agreed not to sell any unrestricted shares for 90 days following his separation.
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Outstanding Equity Awards At Fiscal Year-End
The following table lists all of the outstanding equity awards held on December 31, 2025 by each of the Company’s named executive officers.
| Stock Awards | ||||||||||||
| Number of shares or units of stock that have not vested | Market value of shares of units of stock that have not vested | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | |||||||||
| Name | (#) | ($)(1) | (#) | ($) | ||||||||
| Wesley Bolsen | 900,000 | (1) | 7,272,000 | – | – | |||||||
| Theodore Ralston | 280,000 | (2) | 7,541,333 | – | – | |||||||
| Andrew Hotsko | 450,000 | (3) | 3,636,000 | – | – | |||||||
| Anthony Newton | – | – | – | – | ||||||||
| Joshua Ralston | – | – | – | – | ||||||||
| (1) | Consists of: (i) 300,000 restricted stock units (RSUs) granted on October 1, 2025 (the “Effective Date”), with one-fourth of the RSUs vesting on the first anniversary of the Effective Date and the remaining three-fourths vesting in equal monthly installments over the following 36 months; (ii) 300,000 PSUs, with 75,000 PSUs vesting upon the Company’s market capitalization reaching and sustaining, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional RSUs granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. | |
| (2) | Consists of 280,000 shares of restricted stock, with 70,000 shares of the Company’s Series C Convertible Preferred Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $120,000,000,$150,000,000, $200,000,000 and $250,000,000, respectively. | |
| (3) | Consists of 150,000 shares of restricted stock granted on June 27, 2025 (the “Effective Date”), with one-fourth of the shares vesting each anniversary of the Effective Date; (ii) 150,000 shares of restricted stock, with 37,500 shares of the Company’s Common Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional shares of restricted stock granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. |
Equity Compensation Plan Information
On March 16, 2026, a majority of the voting stockholders and the Board of Directors of the Company approved the adoption of the CitroTech Inc. 2026 Equity and Incentive Plan (the “Plan”). The following is a brief summary of the Plan.
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Types of Awards; Shares Available for Awards; Share Counting Rules
The Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), stock bonus awards and performance compensation awards, as described below (collectively, “awards”).
Awards (other than substitute awards granted in connection with a corporate transaction) may be made under the Plan for up to 1,000,000 shares of common stock, all of which may be issued as incentive stock options.
In addition, in no event shall the fair market value of awards made under the Plan to any one non-employee director of the Company or its affiliates exceed $100,000, in the aggregate, in any one fiscal year.
Shares covered by awards under the Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited, in whole or in part, or that result in any shares not being issued (including as a result of an award being settled in cash rather than stock) will be added back to the shares reserved for issuance and again be available for the grant of awards under the Plan (subject, in the case of incentive stock options, to any limitations under the Code).
Shares of common stock that are delivered (by actual delivery, attestation, or net exercise) to the Company by a participant to purchase shares of common stock upon exercise of an award or to satisfy tax withholding obligations (including shares retained from the award creating the tax obligation) will be added back to the shares reserved for issuance and again be available for the future grant of awards under the Plan.
In connection with a merger or consolidation of an entity with the Company or the Company’s acquisition of property or stock of an entity, the Plan Committee (as defined below) may grant awards under the Plan in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as the Plan Committee determines appropriate in the circumstances, notwithstanding any limitation on awards contained in the Plan. No such substitute awards shall count against the Share Reserve, except as required by reason of Section 422 and related provisions of the Code.
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Descriptions of Awards
Options. A participant who is awarded an option receives the right to purchase a specified number of shares of common stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the award agreement. An option that is not designated by the Plan Committee and/or does not qualify as an “incentive stock option” is a “nonqualified stock option.” Except with respect to substitute awards granted in connection with a corporate transaction, options may not be granted at an exercise price that is less than 100% of the fair market value of a share of common stock on the date of grant. If the Plan Committee approves the grant of an option with an exercise price to be determined on a future date, the exercise price may not be less than 100% of the fair market value of the common stock on that future date. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to participants who hold more than 10% of the total combined voting power of all classes of the Company’s stock or the stock of any parent or any of its subsidiaries. Under the terms of the Plan, options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to participants who hold greater than 10% of the total combined voting power of all classes of the Company’s stock or stock of any parent or any of its subsidiaries).
The Plan permits participants to pay the exercise price of options using one or more of the following manners of payment: (i) in cash, check, cash equivalent and/or common stock valued at the fair market value at the time the option is exercised (including, pursuant to procedures approved by the Plan Committee, by means of attestation of ownership of a sufficient number of shares of common stock in lieu of actual delivery of such shares to the company); provided that such common stock are not subject to any pledge or other security interest and are mature shares; and (ii) by such other method as the Plan Committee may permit in accordance with applicable law, in its sole discretion, on a case by case basis, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the exercise price; (B) if there is a public market for the common stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the company is delivered a copy of irrevocable instructions to a stockbroker to sell the common stock otherwise deliverable upon the exercise of the option and to deliver promptly to the company an amount equal to the exercise price; or (C) by a “net exercise” method whereby the company withholds from the delivery of the common stock for which the option was exercised that number of common stock having a fair market value equal to the aggregate exercise price for the common stock for which the option was exercised.
Stock Appreciation Rights (“SARs”). A participant who is awarded a SAR receives, upon exercise, a number of shares of common stock, or cash (or a combination of shares of common stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of common stock over the strike price. The Plan provides that the strike price of a SAR may not be less than 100% of the fair market value of a share of common stock on the date the SAR is granted (provided, however, that if the Plan Committee approves the grant of a SAR effective as of a future date, the strike price shall not be less than 100% of the fair market value on such future date) and that SARs may not be granted with a term in excess of 10 years.
Limitation on Repricing of Options or SARs. With respect to options and SARs, unless such action is approved by stockholders or otherwise permitted under the terms of the Plan in connection with certain changes in capitalization and reorganization events, the Company may not (i) amend any outstanding option or SAR granted under the Plan to provide an exercise price or strike price per share that is lower than the then-current exercise price or strike price per share of such outstanding option or SAR, (ii) cancel any outstanding option or SAR where the fair market value of the shares of the Company underlying such option or SAR is less than its exercise price or strike price and replace it with a new option or SAR, another award or cash, or (iii) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the applicable securities exchange or inter-dealer quotation system on which the shares of the Company’s common stock are listed or quoted.
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Restricted Stock Awards. A participant who is granted a restricted stock award is entitled to acquire shares of common stock, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of restricted stock will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares.
Restricted Stock Unit (“RSU”) Awards. A participant who is granted an RSU award is entitled to receive shares of common stock, or cash equal to the fair market value of such shares or a combination thereof, to be delivered at the time the award vests or on a deferred basis pursuant to the terms and conditions established by the Plan Committee. The Plan Committee may provide that the settlement of RSUs will be deferred, on a mandatory basis or at the election of the participant, in a manner that complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. An RSU award agreement may provide the applicable participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of common stock. Any such dividend equivalent may be settled in cash and/or shares of common stock and will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded.
Stock Bonus Awards. Under the Plan, the Plan Committee may grant other awards of shares of common stock, and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of common stock or other property, having such terms and conditions as the Plan Committee may determine. Each stock bonus award is evidenced by an award agreement. These types of awards are referred to in this prospectus as “other stock-based awards.”
Performance-Compensation Awards
The Plan Committee may designate any award as performance-based, in which case the award will vest based on achievement of performance goals. The Plan Committee will select the length of the performance period, the performance criteria that will be used to establish the performance goals, the kinds and/or levels of the performance goals that are to apply, and the performance formula. Such performance criteria may be based on the attainment of specific levels of performance of the Company and/or one or more of its affiliates, divisions, business segments or operational units, or any combination of the foregoing (including as compared to a selected group of comparison or peer companies, or a published or special index or stock market index), and may include, without limitation, net earnings or net income (before or after taxes), basic or diluted earnings per share (before or after taxes), revenue or revenue growth (measured on a net or gross basis), gross profit or gross profit growth, operating profit (before or after taxes), return measures, cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital), financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities), earnings before or after taxes, interest, depreciation and/or amortization, gross or operating margins, productivity ratios, share price, expense targets, margins, productivity and operating efficiencies, customer satisfaction, customer growth, working capital targets, measures of economic value added, inventory control, enterprise value, sales, debt levels and net debt, combined ratio, timely launch of new facilities, client or customer retention, employee retention, timely completion of new product rollouts, cost targets, reductions and savings, productivity and efficiencies, strategic partnerships or transactions, personal targets, goals or completion of projects, and any other goal selected by the Plan Committee, whether or not listed in the Plan. The Plan Committee may accelerate vesting awards based on the achievement of performance goals. Performance criteria that are financial metrics may be determined in accordance with GAAP, but may be adjusted by the Plan Committee to include or exclude items otherwise includable or excludable under GAAP. The Plan Committee may also adjust or modify performance goals for a performance period to appropriately reflect certain extraordinary events.
Unless the Plan Committee specifies otherwise in the award agreement, a participant must be continuously employed or in service through the last day of the performance period to be eligible for payment in respect of a performance compensation award. Unless otherwise determined by the Plan Committee or as set forth in the Award agreement, payment in respect of a performance compensation award will only be made to the extent that the Plan Committee determines after the close of the performance period that the performance goals have been achieved at a level that triggers vesting or payment.
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Eligibility to Receive Awards
Participants in the Plan will consist of individuals employed by the Company or an affiliate, directors of the Company or an affiliate; an individual consultant or advisor to the Company or an affiliate, or prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its affiliates, in each case, as selected by the Plan Committee. As of December 31, 2025, approximately 14 employees, 5 officers, 4 directors and 0 consultants, advisors and other service providers would be eligible for awards if selected by the Plan Committee. Incentive stock options may only be granted to employees of the Company or of a present or future parent or subsidiary corporation as defined in Sections 424(e) or (f) of the Code.
Transferability of Awards
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by a participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, awards are exercisable only by the participant. However, except with respect to awards that are subject to Section 409A of the Code and incentive stock options, the Plan Committee may permit or provide in an award for the gratuitous transfer of the award by the participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the participant and/or an immediate family member of the participant if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended for the registration of the sale of the common stock subject to such award to the proposed transferee. Further, the Company is not required to recognize any such permitted transfer until such time as the permitted transferee has, as a condition to the transfer, delivered to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee will be bound by all of the terms and conditions of the award. None of the restrictions described in this paragraph prohibit a transfer from the participant to the Company.
No Rights as a Stockholder; Clawback
No participant or designated beneficiary shall have any rights as a stockholder with respect to any shares of common stock to be distributed with respect to an award granted under the Plan until becoming a record holder of such shares, subject to the terms of an award agreement. In accepting an award under the Plan, a participant agrees to be bound by any clawback policy that the Company has in effect or may adopt in the future.
New Plan Benefits
No awards have been previously granted under the Plan as of the date hereof and no awards have been granted under the Plan subject to stockholder approval of the Plan. As the Plan is discretionary, it is not currently possible to determine the amount that may be received by the participants under the Plan at this time.
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Administration
The Plan will be administered by the compensation committee of the Board (the “Plan Committee”) or, if no such Plan Committee has been appointed by the Board or if the Board elects to act as the Plan Committee with respect to any action, the Board. The Plan Committee has the authority to grant awards and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the Plan that it deems advisable and to construe and interpret the provisions of the Plan and any award agreements entered into under the Plan. The Plan Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any award. All actions and decisions by the Plan Committee with respect to the Plan and any awards made under the Plan will be made in the Plan Committee’s discretion and will be final and binding on all persons having or claiming any interest in the Plan or in any award.
Pursuant to the terms of the Plan, the Board and Plan Committee may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board. The Company expects that the Plan Committee will administer certain aspects of the Plan.
Subject to any requirements of applicable law, the Plan Committee may, by resolution, delegate to one or more persons (including officers) or bodies (such persons or bodies, the “Delegated Persons”) the power to grant awards (subject to any limitations under the Plan and applicable law) to eligible service providers of the Company and to exercise such other powers under the Plan as the Plan Committee may determine. No Delegated Person may be authorized to grant awards to anyone subject to Section 16 of the Exchange Act.
Subject to applicable limitations contained in the Plan and applicable law, the Board, the Plan Committee, or any other committee or subcommittee or Delegated Person to whom the Plan Committee has delegated authority pursuant to the Plan, as the case may be, selects the recipients of awards and determines (i) the number of shares of common stock, cash or other consideration covered by awards and the terms and conditions of such awards, including the dates upon which such awards become exercisable or otherwise vest, (ii) the exercise or strike price of awards, if any, and (iii) the duration of awards.
Except as otherwise provided in the Plan, each award under the Plan may be made alone or in addition or in relation to any other award. The terms of each award need not be identical, and the Plan Committee need not treat participants uniformly. The Plan Committee will determine the effect on an award of the disability, death, termination or other cessation of employment or service, authorized leave of absence or other change in the employment or other service status of a participant, and the extent to which, and the period during which, the participant (or the participant’s legal representative, conservator, guardian or designated beneficiary) may exercise rights or receive any benefits under an award.
The Plan Committee may at any time provide that any award will become immediately exercisable in whole or in part, free from some or all restrictions or conditions or otherwise realizable in whole or in part, as the case may be.
To the extent permitted by applicable law, the Company will indemnify and hold harmless each director, officer, employee or agent to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s bad faith, fraud or willful criminal act or omission.
Amendment of Awards. Except as otherwise provided under the Plan with respect to repricing outstanding stock options or SARs and with respect to actions requiring stockholder approval, the Plan Committee may amend, modify or terminate any outstanding award, including but not limited to, substituting for an award another award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonqualified stock option, provided that the participant’s consent to any such action will be required unless the Plan Committee determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the Plan or the change is otherwise permitted under the terms of the Plan in connection with certain corporate events.
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Changes in Capital Structure and Similar Events
Stock Split, Stock Dividend and Similar Events. In the event of (a) any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of shares of common stock or other securities of the Company, issuance of warrants or other rights to acquire shares of common stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a “change in control” as defined in the Plan) that affects the shares of common stock, or (b) unusual or infrequently occurring events affecting the Company or any of its affiliates, or their financial statements, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, to the extent that an adjustment is determined by the Plan Committee to be necessary or appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Plan Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following: (i) adjusting the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of awards or with respect to which awards may be granted and the terms of any outstanding award, including, without limitation, the number of shares subject to such award, the exercise price or strike price, or the applicable performance measures; (ii) providing for a substitution or assumption of awards in a manner that substantially preserves the applicable terms of such awards; (iii) accelerating the exercisability or vesting of, lapse of restrictions on, or termination of, awards or providing for a period of time for exercise prior to the occurrence of such event; (iv) modifying the terms of awards to add events, conditions or circumstances (including termination of employment within a specified period after a “change in control”) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate; (v) deeming any performance measures satisfied at target, maximum or actual performance through closing or such other level determined by the Plan Committee, or providing for the performance measures to continue (as is or as adjusted by the Plan Committee) after closing; (vi) providing that for a period prior to the “change in control” any unvested options or SARs will be vested and exercisable (contingent upon the occurrence of the change in control) and that any options or SARs not exercised prior to the consummation of the change in control will terminate as of the change in control; and (vii) canceling outstanding awards in return for cash, shares of common stock, other securities or other property, or any combination thereof, equal to the value of such awards, if any, as determined by the Plan Committee (with any underwater option or SAR canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Plan Committee shall make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.
Provisions for Foreign Participants
The Plan Committee may establish one or more sub-plans under the Plan to satisfy applicable securities, tax or other laws of various jurisdictions. The Plan Committee will establish such sub-plans by adopting supplements to the Plan containing any limitations on the Plan Committee’s discretion under the Plan and any additional terms and conditions not otherwise inconsistent with the Plan as the Plan Committee deems necessary or desirable. All supplements adopted by the Plan Committee will be deemed to be part of the Plan, but each supplement will only apply to participants within the affected jurisdiction.
Withholding
The participant shall be required to pay to the company or any affiliate, and the company or any affiliate shall have the right and is hereby authorized to deduct and withhold, from any cash, common stock, other securities or other property deliverable under any award or from any compensation or other amounts owing to a participant, the amount (in cash, common stock, other securities or other property) of any required taxes (up to the maximum statutory rate under applicable law as in effect from time to time as determined by the Plan Committee) and deduction in respect of an award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan, and to take such other action as may be necessary in the opinion of the Plan Committee or the company to satisfy all obligations for the payment of such taxes.
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Amendment or Termination
Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that (i) no amendment to the prohibition on repricing shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the common stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award theretofore granted shall not to that extent be effective without the consent of the affected participant, holder or beneficiary.
Amendment of Award Agreements. The Plan Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award theretofore granted or the associated award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to any award theretofore granted shall not to that extent be effective without the consent of the affected participant; provided, further, that without stockholder approval, except as otherwise permitted under the Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR, (ii) the Plan Committee may not cancel any outstanding option or SAR where the fair market value of the common stock underlying such option or SAR is less than its exercise price or strike price, as applicable, and replace it with a new option or SAR, another award or cash and (iii) the Plan Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the common stock is listed or quoted.
Federal Income Tax Consequences
The following is a summary of the United States federal income tax consequences that generally will arise with respect to awards granted under the Plan. This summary is based on the federal tax laws in effect as of the date of this prospectus. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below.
Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by the Company or its corporate parent or 50% or majority-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonqualified Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.
A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
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Nonqualified Stock Options. A participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.
Stock Appreciation Rights. A participant will not have income upon the grant of a SAR. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Restricted Stock Awards. A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock as of the date of grant less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock ceases to be subject to a substantial risk of forfeiture the participant will have compensation income equal to the value of the stock on the date on which the substantial risk of forfeiture lapses (the “vesting date”) less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Restricted Stock Units. A participant will not have income upon the grant of an RSU. A participant is not permitted to make a Section 83(b) election with respect to an RSU award. When the stock (or cash equal to the fair market value of any stock) is delivered with respect to the RSUs (which may be upon vesting or, if deferred, may be at a later date), the participant will have income on the date of delivery in an amount equal to the fair market value of the stock on such date less the purchase price, if any. When stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the delivery date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.
Other Stock-Based Awards. The tax consequences associated with any other stock-based award granted under the Plan will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying common stock.
Tax Consequences to the Company. There will be no tax consequences to the Company except that the Company (or, if applicable, the affiliate employer) will be entitled to a deduction when a participant has compensation income, subject to the limitations of Section 162(m) of the Code.
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Director Compensation
The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2025 by each of our non-employee directors who served as a director of the Company during that time. The directors who also serve as employees of the Company do not receive additional compensation for their service as a director.
| Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1)(2) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) |
Total ($) |
||||||||||||||
| Jeffery Pomerantz | – | – | – | – | – | – | – | ||||||||||||||
| Lorenzo Calinawan | – | – | – | – | – | – | – | ||||||||||||||
| Craig Huff | – | – | – | – | – | 5,676,855 | (2) | 5,676,855 |
| (1) | The amounts reported in this column represent the aggregate grant date fair value of stock awarded, computed in accordance with FASB ASC Topic 718. | |
| (2) | This consists of stock awards that were issued to BoltRock Holdings, LLC pursuant to a consulting arrangement and 69,007 shares of Series C Convertible Preferred stock. Mr. Huff is the managing member of BoltRock Holdings, LLC. The Consulting arrangement consists of 280,000 PSU, to vest 70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $120,000,000, $150,000,000, $200,000,000 and $250,000,000, respectively. Please further refer to Item 13 for transactions with BoltRock Holdings, LLC during the year ended 2025 and period ended 2026. |
Limitation on liability of officers and directors
Wyoming law provides that subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Wyoming Business Corporations Act Section 17-16-831 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the corporation’s articles of incorporation provides for greater individual liability.
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Indemnification
Wyoming law permits broad provisions for indemnification of officers and directors.
Our bylaws provide that each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director of or who is or was serving at our request as a director, officer, employee or agent of this or another corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan (a “covered person”), whether the basis of such proceeding is alleged action in an official capacity as a covered person, shall be indemnified and held harmless by us to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who ceased to be a covered person and shall inure to the benefit of his or her heirs, executors and administrators.
However, no indemnification shall be provided hereunder to any covered person to the extent that such indemnification would be prohibited by Wyoming state law or other applicable law as then in effect, nor, with respect to proceedings seeking to enforce rights to indemnification, shall we indemnify any covered person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by our board of directors, nor shall we indemnify any covered person who shall be adjudged in any action, suit or proceeding for which indemnification is sought, to be liable for any negligence or intentional misconduct in the performance of a duty.
SEC Policy on Indemnification for Securities Act liabilities
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and its footnotes set forth information regarding the number of shares of Common Stock beneficially owned by (i) each director and named executive officer of our Company, (ii) executive officers and directors of the Company as a group, and (iii) each person known by us to be the beneficial owner of 5% or more of our issued and outstanding shares of Common Stock. In calculating any percentage in the following table of Common Stock beneficially owned by one or more persons named therein, the following table is based on 19,150,234 shares of Common Stock, 1,666,667 shares of Series A Preferred Stock, 807,668 shares of Series C Convertible Preferred Stock, 2,762,975 warrants, and $2,222,000 convertible debt outstanding as of April 8, 2026, and any shares of Common Stock the person has the right to acquire within 60 days following the filing date of this prospectus. Unless otherwise further indicated in the following table, the footnotes to it or elsewhere in this prospectus, the persons and entities named in the following table have sole voting and sole investment power concerning the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Except as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o CitroTech Inc., 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111.
| Shares Beneficially Owned | ||||||||||||||||||||||||||||
| Number of shares | ||||||||||||||||||||||||||||
| Series A Preferred | Series C Convertible Preferred Stock | Common | Subject to Series C Convertible Preferred Stock Convertible Debt and Warrants exercisable within | Total Common Stock Beneficially Owned | % of Total Voting | |||||||||||||||||||||||
| Name of Beneficial Owner(1) | Shares | % | Shares | % | Shares | % | 60 days | Shares | % | Power(2) | ||||||||||||||||||
| Named Executive Officers and Directors | ||||||||||||||||||||||||||||
| Wesley Bolsen | – | – | 6,583 | * | – | * | 22,499 | 22,499 | * | * | ||||||||||||||||||
| Theodore Ralston | 1,364,141 | 81.8% | 13,334 | 1.7% | 2,841,187 | 14.8% | 66,671 | 2,907,858 | 15.1% | 81.1% | ||||||||||||||||||
| Anthony Newton | – | – | 50,000 | 6.2% | – | * | 166,667 | 166,667 | * | * | ||||||||||||||||||
| Andrew Hotsko | – | – | 3,334 | * | – | * | 16,671 | 16,671 | * | * | ||||||||||||||||||
| Craig Huff | 302,526 | 18.2% | 95,674 | 11.8% | 2,416,668 | 12.6% | 1,752,110 | 4,168,778 | 19.9% | 18.2% | ||||||||||||||||||
| Joshua Ralston | – | – | – | * | 583,334 | 3.0% | – | 583,334 | 3.0% | * | ||||||||||||||||||
| Jeffery Pomerantz | – | – | – | * | 41,667 | * | – | 41,667 | * | * | ||||||||||||||||||
| Lorenzo Calinawan | – | – | – | * | – | * | – | – | * | * | ||||||||||||||||||
| All Executive Officers and Directors as a group (9 persons) | 1,666,667 | 100.0% | 222,931 | 26.3% | 7,782,856 | 40.4% | 2,211,314 | 9,994,169 | 48.1% | 81.1% | ||||||||||||||||||
| 5% or More Stockholders | ||||||||||||||||||||||||||||
| Theodore Ralston(3) | 1,364,141 | 81.8% | 13,334 | 1.7% | 2,841,187 | 14.8% | 66,671 | 2,907,858 | 15.1% | 81.1% | ||||||||||||||||||
| Stephen Conboy(4) | 0.0% | 0.0% | 667 | * | 2,483,334 | 13.0% | 3,336 | 2,486,670 | 13.0% | * | ||||||||||||||||||
| BoltRock Holdings, LLC(5) | 302,526 | 18.2% | 95,674 | 11.8% | 2,416,668 | 12.6% | 1,752,110 | 4,168,778 | 19.9% | 18.2% | ||||||||||||||||||
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_____________
* Less than 1%
| (1) | Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of Common Stock outstanding on the date of this filing. | |
| (2) | Percentage of total voting power with respect to all shares of our Series A preferred stock and common stock, as a single class. The holders of our Series A Preferred Stock are entitled to one thousand (1,000) votes per share and holders of our Common Stock are entitled to one (1) vote per share. | |
| (3) | TC Special Investments, LLC, through Mr. Theodore Ralston, has sole dispositive and voting power with respect to all shares. The address of TC Special Investments, LLC c/o CitroTech Inc., 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111. Total beneficial ownership consists of 2,841,187 shares of Common Stock and 66,671 shares of Common Stock issuable pursuant to 13,334 shares of Series C Convertible Preferred Stock and 22,224 shares from warrants. | |
| (4) | Stephen Conboy has sole dispositive and voting power with respect to all shares. Total beneficial ownership consists of 2,483,334 shares of Common Stock and 3,336 shares of Common Stock issuable pursuant to 667 shares from conversion of Series C Convertible Preferred Stock and 1,112 shares from warrants. | |
| (5) | Based on information reported on our transfer agent report for shareholder information, BoltRock Holdings, LLC stated address is 712 5th Ave 22nd FL New York, NY 10019. Total beneficial ownership consists of 2,416,668 shares of Common Stock and 1,752,110 shares of Common Stock issuable pursuant to 95,674 shares from conversion of Series C Convertible Preferred Stock, 925,834 shares from conversion of $2,222,000 in debt and 507,362 shares from warrants. |
Change of Control
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE
Related Party Transactions
Unless described below, during the last two fiscal years, there were no transactions or series of similar transactions to which we were a party or will be a party, in which:
| · | the amounts involved exceed or will exceed $120,000; and | |
| · | any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will have, a direct or indirect material interest. |
For the year ended December 31, 2024:
In March 2024, Ralston cancelled 10,833,334 of the 11,666,667 restricted stock awards issued in June 2022.
During the year ended December 31, 2024, the Company repaid $330,000 owing to the loan payable to TC Special Investments, LLC.
During the year ended December 31, 2024, TC Special Investments, LLC, paid operating expenses of $6,495 on behalf of the Company.
In November 2024, the Company repaid $410,880 owing to the loan payable to Theodore Ralston.
On December 31, 2024, the Company issued a convertible note of $576,693, to TC Special Investments, LLC, in exchange for the amount due to a related party. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.16.
For the year ended December 31, 2024, the Company paid commission fees of $245,571 to Stephen Conboy.
For the year ended December 31, 2024, the Company paid consulting and royalty fees of $97,000 to MFB Enterprises LLC.
During the year ended December 31, 2024, companies controlled by Nanuk Warman were paid accounting and consulting fees of $106,116.
During the year ended December 31, 2024, a company controlled by Anthony Newton was paid legal and consulting fees of $102,755.
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For the year ended December 31, 2025:
In February 2025, the Company issued 150,000 shares of Series C Convertible Preferred Stock as consulting services to TC Special Investments, LLC, valued at $2,103,600.
In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of common stock) with BoltRock Holdings, LLC. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, BoltRock Holdings, LLC could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio.
In June 2025, the Company issued 69,007 shares of Series C Convertible Preferred Stock as a finance expense to BoltRock Holdings, LLC, valued at $2,511,855.
During the year ended December 31, 2025, the Company paid commission fees of $56,290 to Stephen Conboy.
During the year ended December 31, 2025, the Company paid consulting and royalty fees of $25,600 to MFB Enterprises LLC.
During the year ended December 31, 2025, companies controlled by Nanuk Warman were paid accounting and consulting fees of $194,880.
During the year ended December 31, 2025, a company controlled by Anthony Newton was paid legal and consulting fees of $75,970.
During the year ended December 31, 2025, a company controlled by Theodore Ralston was reimbursed $75,000 for expenses paid on behalf of the Company.
For the period from January 1, 2026 to April 8, 2026:
On February 27, 2026, the Company and BoltRock Holdings, LLC (“BRH”) entered into that certain First Amendment to 10% Senior Secured Convertible Promissory Note (the “Amendment”), pursuant to which BRH agreed to extend the maturity date of that certain 10% Senior Secured Convertible Promissory Note dated February 28, 2025 (the “Note”) until April 28, 2026. Pursuant to the Amendment, BRH charged a 1% amendment fee, and the Pledge and Security Agreement dated February 28, 2025, by and between the Company and BRH, entered into in connection with the Note, was terminated, thereby releasing any and all intangible assets of the Company that were collateral for the Note.
In connection with the February 2026 extension of the Company’s 10% Senior Secured Convertible Promissory Note held by BRH, the Company agreed to issue BRH an additional common stock purchase warrant to acquire 46,250 shares of common stock at an exercise price of $3.00 per share. The warrant has a five-year term from its issuance date and includes anti-dilution adjustments and cashless exercise provisions in certain circumstances.
For the period from January 1, 2026 to March 31, 2026, companies controlled by Nanuk Warman were paid accounting and consulting fees of $28,940.
The Company and Wesley Bolsen entered into a Financial Commitment and Pledge Agreement dated March 28, 2026, pursuant to which Mr. Bolsen irrevocably committed to provide, upon written request of the Board and at least seven days’ prior notice, up to $2,000,000 of loans bearing interest at Prime + 1% with maturities of up to 24 months, with any advances to be secured by the Company’s intellectual property. The commitment automatically terminates upon, among other events, the Company raising at least $5,000,000 in aggregate new debt or equity financing.
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DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 1,000,000,000 shares of Common Stock, par value $0.0001 per share. The holders of shares of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution, or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock.
No holder of shares of Common Stock of the Company shall be entitled as of right to purchase or subscribe for any part of any unissued stock of the Company or of any new or additional authorized stock of the Company of any class whatsoever, or any issue of securities of the Company convertible into stock, whether such stock or securities be issued for money or consideration other than money or by way of dividend, but any such unissued stock or such new or additional authorized stock or such securities convertible into stock may be issued and disposed of to such persons, firms, corporations and associations, and upon such terms as may be deemed advisable by the Board of Directors without offering to stockholders then of record or any class of stockholders any thereof upon the same terms or upon any terms.
We have never paid any dividends to stockholders of our Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business. No dividend may be paid on the Common Stock until all preferred stock dividends are paid in full.
Preferred Stock
We are authorized to issue 30,000,000 shares of preferred stock, par value $0.0001 per share.
The powers, preferences, rights, qualifications, limitations, and restrictions pertaining to the preferred stock, or any series thereof, shall be such as may be fixed, from time to time, by the Stockholders and the Board of Directors.
Series A Preferred Stock
We have designated 10,000,000 shares of preferred stock as the Series A Preferred Stock. Currently, Theodore Ralston, our President, Chief Executive Officer and Chairman of the Board of Directors, holds 1,364,141 shares of Series A Preferred Stock.
The holders of the Series A Preferred Stock are not entitled to receive any dividends. The holders of the Series A Preferred Stock are not entitled to a liquidation preference. The shares of the Series A Preferred Stock may not be redeemed without the consent of the holders of the Series A Preferred Stock. The holders of the Series A Preferred Stock are not entitled to preemptive rights or subscription rights.
At any annual or special meetings of stockholders of the Company or action by written consent of stockholders, each share of Series A Preferred Stock outstanding shall be entitled to 1,000 votes on all matters submitted to the stockholders of Common Stock, voting together as a single class. Holders of shares of Series A Preferred Stock do not have cumulative voting rights. This aspect means that a holder of a single share of Series A Preferred Stock cannot cast more than one vote for each position to be filled on the Board of Directors.
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The Company will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Articles of Incorporation and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series A Preferred Stock against impairment.
So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series A Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to adversely affect the Series A Preferred Stock; (c) increase the authorized number of shares of Series A Preferred Stock; or (d) authorize or issue any shares of senior securities.
Series C Convertible Preferred Stock
We have designated 10,000,000 shares of preferred stock as the Series C Convertible Preferred Stock.
The holders of the Series C Convertible Preferred Stock are not entitled to receive any dividends. The holders of the Series C Convertible Preferred Stock are not entitled to a liquidation preference. The shares of the Series C Convertible Preferred Stock may not be redeemed without the consent of the holders of the Series C Convertible Preferred Stock. The holders of the Series C Convertible Preferred Stock are not entitled to vote. The holders of the Series C Convertible Preferred Stock are not entitled to preemptive rights or subscription rights.
The Company will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Articles of Incorporation and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series C Convertible Preferred Stock against impairment.
So long as any shares of Series C Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series C Convertible Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series C Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to adversely affect the Series C Convertible Preferred Stock; (c) increase the authorized number of shares of Series C Convertible Preferred Stock; or (d) authorize or issue any shares of senior securities.
Each share of Series C Convertible Preferred Stock outstanding shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 3.34 shares of the Common Stock of the Company (the “Conversion Ratio”). Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to certain adjustments as provided in the certificate of designation and preferences of the Series C Convertible Preferred Stock.
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Certain Provisions of Wyoming Law and of our Articles of Incorporation and Bylaws
The following summary of certain provisions of the Wyoming Business Corporations Act (referred to as the WBCA) and of our Articles of Incorporation and Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the WBCA and our Articles of Incorporation and Bylaws.
Our Board of Directors
Our Bylaws provide that the number of our directors will be fixed from time to time by the vote of the majority of directors then in office, or by the vote of holders of shares representing a majority of the voting power at any annual meeting, or any special meeting called for such purpose. Our Articles of Incorporation and Bylaws provide that, subject to applicable law, the rights, if any, of holders of any series of preferred stock and the rights of stockholders to fill any vacancy, except for a vacancy created by the removal of a director, the vacancies that result from newly created directorships resulting from any increase in the authorized number of directors, and any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority of the remaining directors, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office; (2) the affirmative vote of a majority of the directors then in office at a meeting held; or (3) a sole remaining director. A vacancy in the Board of Directors created by the removal of a director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the unanimous written consent of all shares entitled to vote.
Pursuant to our Bylaws, each member of our board of directors who is elected at our annual meeting of our stockholders, and each director who is elected in the interim to fill vacancies and newly created directorships, will hold office until the next annual meeting of our stockholders and until his or her successor is elected and qualified. Pursuant to our Bylaws, directors will be elected by a majority of votes cast by the shares present in person or by proxy at a meeting of stockholders and entitled to vote thereon, a quorum being present at such meeting.
Removal of Directors
Our Bylaws provide that, the entire Board of Directors, or an individual director, may be removed from office and the remaining members of the Board of Directors may elect a successor director to fill such vacancy for the remaining unexpired term of the director so removed. However, no director may be removed when the votes cast against removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote, were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected; and when by the provisions of the Articles of Incorporation the holders of the shares of any class or series voting as a class or series are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.
Meetings of Stockholders
Pursuant to our Bylaws, an annual meeting of our stockholders for the purpose of the election of directors and the transaction of any other business will be held on a date and at the time and place, if any, determined by our board of directors. Each of our directors is elected by our stockholders to serve until the next annual meeting and until his or her successor is duly elected and qualified. In addition, our board of directors, the chairman of our board of directors, the President, or by one or more Stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting, may call a special meeting of our stockholders for any purpose, but business transacted at any special meeting of our stockholders shall be limited to the purposes stated in the notice of such meeting. In addition, we will be required to hold a special election meeting under the circumstances described above under “Removal of Directors.”
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Articles of Incorporation Amendments
Unless a higher vote is required by its governing documents, the affirmative vote of a majority of the outstanding stock entitled to vote is required to amend a Wyoming corporation’s Articles of Incorporation. However, amendments which make changes relating to the capital stock by increasing or decreasing the par value or the aggregate number of authorized shares of a class, or by altering or changing the powers, preferences or special rights of a class so as to affect them adversely, also require the affirmative vote of a majority of the outstanding shares of such class, even though such class would not otherwise have voting rights.
Bylaw Amendments
Our board of directors has the power to amend, modify or repeal our Bylaws or adopt any new provision authorized by the laws of the State of Wyoming in force at such time, provided, however, that the Stockholders entitled to vote with respect thereto may alter, amend or repeal Bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of Stockholders or of the Board of Directors or to change any provisions of the Bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the Stockholders.
Amendment by Stockholders
All Bylaws of the Company shall be subject to alteration or repeal, and new Bylaws may be made by the affirmative vote of Stockholders of record holding in the aggregate at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of Stockholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.
Advance Notice of Director Nominations and New Business
Our Bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our board of directors and the proposal of other business to be considered by our stockholders at an annual meeting of stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by a stockholder who was a stockholder of record both at the time such stockholder gives us the requisite notice of such nomination or business and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in our Bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee or business proposal, as applicable.
With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of persons for election to our board of directors may be made at a special meeting of stockholders at which directors are to be elected only (1) by or at the direction of our board of directors or (2) provided that our board of directors has determined that a purpose of the special meeting is to elect directors, by a stockholder who was a stockholder of record both at the time such stockholder gives us the requisite notice of such nomination or business and at the time of the special meeting, who is entitled to vote at the meeting and upon such election and who has complied with the notice procedures set forth in our Bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee.
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Anti-Takeover Provisions
The Wyoming Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Wyoming corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Wyoming corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Wyoming; and (2) does business in Wyoming directly or through an affiliated corporation.
At this time, we do not have 100 stockholders of record who are also residents of Wyoming. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.
Our Articles of Incorporation, Bylaws and Wyoming law contain provisions that may delay or prevent a transaction or a change in control of us that might involve a premium paid for shares of our Common Stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our Common Stock. Certain of these provisions are described below.
Selected anti-takeover provisions of our Articles of Incorporation and Bylaws. Our Articles of Incorporation and/or Bylaws contain anti-takeover provisions that:
| · | authorize our Board of Directors, without further action by the stockholders, to issue up to 30,000,000 shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series, the powers, rights, and preferences of the shares of that series, and the qualifications, limitations and restrictions of that series; | |
| · | specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors, our president, or holders of a majority of the total voting power of all outstanding shares of our capital stock; | |
| · | provide that our Bylaws may be amended by our board of directors without stockholder approval; | |
| · | provide that no director may be removed when the votes cast against removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast; | |
| · | provide that the board of directors is divided into three classes. The members of each class are elected for a term of three years and only one class of directors is elected annually. Thus, it would generally take at least two annual elections to replace a majority of the board of directors; | |
| · | provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a vote of a majority of directors then in office, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office, or (3) a sole remaining director; | |
| · | provide that, subject to the express rights, if any, of the holders of any series of preferred stock, any amendment, modification, or repeal of, or the adoption of any new or additional provision, inconsistent with our Articles of Incorporation provisions relating to the removal of directors and the vote of our stockholders required to amend our Bylaws, requires the affirmative vote of the holders of majority of the voting power of our capital stock entitled to vote generally in the election of directors; | |
| · | provide that the stockholders may amend, modify, or repeal our Bylaws, or adopt new or additional provisions of our Bylaws, only with the affirmative vote of majority of the voting power of our capital stock entitled to vote generally; and | |
| · | establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting. |
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Business Combinations under Wyoming Law. The Wyoming “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Wyoming corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having; (1) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10% or more of the earning power or net income of the corporation.
An “interested stockholder” means the beneficial owner of 10% or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Wyoming’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if they cannot obtain the approval of our board of directors.
Limitation on Liability and Indemnification of Directors and Officers
Our Bylaws eliminate the personal liability of our directors for damages arising from a breach of their fiduciary duty as directors or officers involving any act or omission of any such directors or officers, provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. Any repeal or modification of this Article by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of officer of the Company for acts or omissions prior to such repeal or modification. Our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Wyoming law, including in circumstances in which indemnification is otherwise discretionary under Wyoming law.
Under Wyoming law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made, a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:
| · | conducted himself or herself in good faith; | |
| · | reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests; and | |
| · | in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. |
These persons may be indemnified against expenses, including attorney fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred, by the person in connection with the proceeding. If the person is found liable to the Company, no indemnification shall be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.
Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the above provisions, we have been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Authorized but Unissued Shares
Our authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including future offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock could render it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer Agent
The transfer agent is Colonial Stock Transfer Company, Inc., 7840 S. 700 E, Sandy, UT 84070; telephone number is (801) 355-5740, and its website is www.colonialstock.com.
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MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY
Market Information
Our Common Stock began trading on the NYSE American on December 4, 2025, under the trading symbol “CITR”.
Security Holders
As of April 8, 2026, we estimate there were approximately 742 holders of record and that 19,150,234 shares of our Common Stock were issued and outstanding.
Dividend Policy
We have not paid any dividends on our common stock since inception and we currently expect that, in the foreseeable future, all earnings (if any) will be retained for the development of our business and no dividends will be declared or paid on our common stock. Any future dividends on our common stock will be subject to the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts.
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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK
Rule 144
Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted shares of our Common Stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as it was required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares of our Common Stock for at least six months but who are affiliates at the time of, or at any time during the three months preceding, a sale would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the average weekly reported trading volume of Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and by the availability of current public information about CITR.
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SELLING STOCKHOLDERS
This prospectus covers the resale by the Selling Stockholders identified below of up to an aggregate of 8,068,569 shares of our Common Stock. Except as otherwise noted, the Selling Stockholders acquired our securities in connection with the 2025 Private Placement and the Debt Conversion. The registration of the Common Stock of the Selling Stockholders through this prospectus constitutes a secondary offering and is not an offering by or on behalf of the Company. We will not receive any proceeds from the resale of the Common Stock by the Selling Stockholders.
Except as disclosed in the footnotes below, none of the Selling Stockholders has been an officer or director of ours or any of our predecessors or affiliates within the past three years. Except as disclosed in the footnotes below, no selling stockholder had a material relationship with us or any of our affiliates within the last three years.
The following table and the accompanying footnotes are based in part on information supplied to us by the Selling Stockholders. The table and footnotes assume that the Selling Stockholders will sell all of the shares listed. However, because the Selling Stockholders may sell all or some of their shares under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of shares that will be sold by the Selling Stockholders or that will be held by the selling stockholders after completion of any sales. We do not know how long the Selling Stockholders will hold the shares before selling them.
The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the persons named below. Unless otherwise indicated, based on the information supplied to us by or on behalf of the Selling Stockholders, no selling stockholder is a broker-dealer or an affiliate of a broker-dealer.
| Number of shares | Number of shares | Percentage of shares | ||||||||
beneficially owned prior to offering |
offered pursuant | beneficially owned | ||||||||
| to this prospectus | after this offering | |||||||||
| Number of | Percentage | Number of | Number of | Percentage | ||||||
| Name of Selling Stockholder | shares | of shares | shares | shares | of shares | |||||
| Adam Gefvert | 8,334 | 0.04% | 8,334 | – | 0.00% | |||||
| Alessandro Solimeo | 23,331 | 0.12% | 23,331 | – | 0.00% | |||||
| Alessia Solimeo | 6,666 | 0.03% | 6,666 | – | 0.00% | |||||
| Ami Silberman | 16,530 | 0.09% | 5,209 | 11,321 | 0.06% | |||||
| Andjelko Andrejevic | 33,335 | 0.17% | 33,335 | – | 0.00% | |||||
| Andrew Hotsko(1) | 16,671 | 0.09% | 16,671 | – | 0.00% | |||||
| Azem Nasimi | 87,608 | 0.46% | 87,608 | – | 0.00% | |||||
| BoltRock Holdings, LLC(2) | 4,168,778 | 17.88% | 4,168,778 | – | 0.00% | |||||
| BPS2021 Revocable Trust | 66,669 | 0.35% | 66,669 | – | 0.00% | |||||
| Bradley Richmond(3) | 305,314 | 1.59% | 40,439 | 264,875 | 1.38% | |||||
| Brett Nesland | 87,502 | 0.46% | 41,668 | 45,834 | 0.24% | |||||
| Canada Wisterias International Investment CO., LTD. | 33,345 | 0.17% | 33,345 | – | 0.00% | |||||
| Chao Xing | 32,505 | 0.17% | 32,505 | – | 0.00% | |||||
| Chattanooga Ventures LLC | 56,534 | 0.29% | 45,213 | 11,321 | 0.06% | |||||
| Chris Andews | 6,669 | 0.03% | 6,669 | – | 0.00% | |||||
| Christopher Hill | 15,000 | 0.08% | 15,000 | – | 0.00% | |||||
| Clark Akin | 166,669 | 0.86% | 166,669 | – | 0.00% | |||||
| Daryl K Olsen | 61,092 | 0.32% | 24,170 | 36,922 | 0.19% | |||||
| Daryl Kertesz | 16,680 | 0.09% | 16,680 | – | 0.00% | |||||
| David I Schneider | 80,834 | 0.42% | 71,667 | 9,167 | 0.05% | |||||
| Dennis J Holman | 16,625 | 0.09% | 16,625 | – | 0.00% | |||||
| Di Bei | 40,650 | 0.21% | 40,650 | – | 0.00% | |||||
| East Shore Industries LLC | 58,346 | 0.30% | 16,680 | 41,666 | 0.22% | |||||
| Edward Storm | 104,168 | 0.54% | 58,334 | 45,834 | 0.24% | |||||
| Elizabeth K Clofine | 41,666 | 0.22% | 41,666 | – | 0.00% | |||||
| Equus Total Return, Inc. | 976,541 | 5.02% | 312,500 | 664,041 | 3.47% | |||||
| Gregg Wasilko | 16,680 | 0.09% | 16,680 | – | 0.00% | |||||
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| H Lawrence Clofine | 25,000 | 0.13% | 25,000 | – | 0.00% | |||||
| Honey Tree Trading LLC | 98,518 | 0.51% | 54,169 | 44,349 | 0.23% | |||||
| Hongyu Wang | 66,222 | 0.35% | 20,834 | 45,388 | 0.24% | |||||
| Horberg Enterprise LLC | 209,337 | 1.09% | 118,337 | 91,000 | 0.48% | |||||
| James Schoonover | 66,222 | 0.35% | 20,834 | 45,388 | 0.24% | |||||
| Jiaxiang Yu | 40,954 | 0.21% | 40,954 | – | 0.00% | |||||
| Jingchen Li | 16,680 | 0.09% | 16,680 | – | 0.00% | |||||
| Jingfeng Chen | 293,625 | 1.51% | 293,625 | – | 0.00% | |||||
| John D Cranmer | 33,338 | 0.17% | 21,879 | 11,459 | 0.06% | |||||
| John Schultz | 16,666 | 0.09% | 16,666 | – | 0.00% | |||||
| Kevin Schoonover | 16,530 | 0.09% | 5,209 | 11,321 | 0.06% | |||||
| Leslie Wang | 82,993 | 0.43% | 26,250 | 56,743 | 0.30% | |||||
| Li Lin | 33,111 | 0.17% | 10,417 | 22,694 | 0.12% | |||||
| Marianne Willis | 1,673 | 0.01% | 1,673 | – | 0.00% | |||||
| Michael Hall | 16,671 | 0.09% | 16,671 | – | 0.00% | |||||
| Nanuk Warman CPA Inc(4) | 183,360 | 0.95% | 16,693 | 166,667 | 0.86% | |||||
| Noel D Ischy | 20,000 | 0.10% | 6,250 | 13,750 | 0.07% | |||||
| Philip A Faraci | 120,836 | 0.63% | 79,169 | 41,667 | 0.22% | |||||
| Faraci Family Trust UA 12/01/14 | 21,879 | 0.11% | 21,879 | – | 0.00% | |||||
| PMGC Capital | 70,307 | 0.37% | – | 70,307 | 0.37% | |||||
| Qiyan Li | 6,670 | 0.03% | 6,670 | – | 0.00% | |||||
| Robert Forster | 100,000 | 0.52% | 100,000 | – | 0.00% | |||||
| Robert J Dailey | 836,944 | 4.35% | 100,000 | 736,944 | 3.85% | |||||
| Robert Reiner | 16,670 | 0.09% | 16,670 | – | 0.00% | |||||
| Robin Sabalones | 32,506 | 0.17% | 10,417 | 22,089 | 0.12% | |||||
| Saverio Solimeo | 71,251 | 0.37% | 50,417 | 20,834 | 0.11% | |||||
| Scott Heery | 160,420 | 0.83% | 137,503 | 22,917 | 0.12% | |||||
| Stephen Conboy(5) | 2,486,670 | 12.98% | 3,336 | 2,483,334 | 12.97% | |||||
| SuperEight | 158,335 | 0.83% | 33,335 | 125,000 | 0.65% | |||||
| Suwyn Investments LLC | 92,320 | 0.48% | 66,667 | 25,653 | 0.13% | |||||
| Sydney Cleveland Seaforth | 62,585 | 0.33% | 40,582 | 22,003 | 0.11% | |||||
| Theodore Ralston(6) | 2,907,858 | 15.13% | 66,671 | 2,841,187 | 14.84% | |||||
| The Birches LLC | 32,679 | 0.17% | 10,418 | 22,261 | 0.12% | |||||
| Thomas J Devlin | 16,667 | 0.09% | 16,667 | – | 0.00% | |||||
| Todd A Carpenter | 113,960 | 0.59% | 103,543 | 10,417 | 0.05% | |||||
| Troy Akin | 33,335 | 0.17% | 33,335 | – | 0.00% | |||||
| Univest Securities, LLC(7) | 137,456 | 0.72% | 71,288 | 66,168 | 0.35% | |||||
| Wei Fu | 277,305 | 1.43% | 277,305 | – | 0.00% | |||||
| Wei Wang | 57,180 | 0.30% | 57,180 | – | 0.00% | |||||
| Weifang Xu | 32,985 | 0.17% | 32,985 | – | 0.00% | |||||
| Wesley Bolsen(8) | 22,499 | 0.12% | 1,665 | 20,834 | 0.11% | |||||
| William Hancock | 16,664 | 0.09% | 16,664 | – | 0.00% | |||||
| Xiaoli Zhang | 65,868 | 0.34% | 20,834 | 45,034 | 0.24% | |||||
| Xiaopeng Chen | 137,220 | 0.71% | 137,220 | – | 0.00% | |||||
| Xinlei Liu | 23,340 | 0.12% | 23,340 | – | 0.00% | |||||
| Xinyue Fan | 25,333 | 0.13% | 25,333 | – | 0.00% | |||||
| Yi Xu | 255,330 | 1.32% | 255,330 | – | 0.00% | |||||
| Yiyang Fu | 53,325 | 0.28% | 53,325 | – | 0.00% | |||||
| Yun Huang | 19,866 | 0.10% | 6,250 | 13,616 | 0.07% | |||||
| Zach Akin | 66,669 | 0.35% | 66,669 | – | 0.00% |
| (1) | Andrew Hotsko is our Chief Operating Officer. | |
| (2) | Craig Huff is the founder and managing member of BoltRock Holdings, LLC. Mr. Huff is a director of the Company. | |
| (3) | Bradley Richmond is the Chief Operating Officer of Univest Securities, LLC. | |
| (4) | Nanuk Warman is our Chief Financial Officer. | |
| (5) | Stephen Conboy is our former Chief Technology Officer. | |
| (6) | Theodore Ralson is our Chairman of the Board. | |
| (7) | Univest Securities, LLC acted as placement agent in connection with a private placement offering of the Company in September 2025. | |
| (8) | Wesley Bolsen is our Chief Executive Officer and a director of the Company. |
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PLAN OF DISTRIBUTION
The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock covered hereby on the principal market or stock exchange on which the Common Stock is listed or quoted for trading or any other stock exchange, market or trading facility on which the Common Stock is traded or in private transactions. These sales may be at fixed or negotiated prices.
The Selling Stockholders may use any one or more of the following methods when selling the shares:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| · | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| · | an exchange distribution in accordance with the rules of the applicable exchange; | |
| · | privately negotiated transactions; | |
| · | settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; | |
| · | in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such shares of Common Stock at a stipulated price per security; | |
| · | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| · | a combination of any such methods of sale; or | |
| · | any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell the shares of Common Stock under Rule 144 under the Securities Act, if available, rather than under this prospectus.
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Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of the shares or interests therein, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2121.
In connection with the sale of our Common Stock, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into options or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the shares of Common Stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers or agents that are involved in selling the Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder in this offering has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares of Common Stock.
We are required to pay certain fees and expenses incurred by us incident to the registration of the Common Stock. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any shares of Common Stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.
We have agreed to keep this prospectus effective until the earlier of (i) the date on which the shares of Common Stock may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect, or (ii) the date on which all of the shares of Common Stock have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares of Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our shares of Common Stock, but is for general information purposes only and does not purport to be a complete analysis of all the potential tax considerations. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income and estate tax consequences different from those set forth below. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, an opinion of counsel or ruling from the IRS with respect to the U.S. federal income tax considerations relating to the purchase, ownership or disposition of our securities.
This summary does not address any alternative minimum tax considerations, any considerations regarding the tax on net investment income, or the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under any non-income tax laws, including U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition, this summary does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:
| · | banks, insurance companies or other financial institutions; | |
| · | tax-exempt organizations or governmental organizations; | |
| · | regulated investment companies and real estate investment trusts; | |
| · | controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax; | |
| · | brokers or dealers in securities or currencies; | |
| · | traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; | |
| · | persons that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below); | |
| · | tax-qualified retirement plans; | |
| · | certain former citizens or long-term residents of the United States; | |
| · | partnerships or entities or arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities (and investors therein); | |
| · | persons who hold our securities as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction or integrated investment; | |
| · | persons who do not hold our securities as a capital asset within the meaning of Section 1221 of the Code; or | |
| · | persons deemed to sell our securities under the constructive sale provisions of the Code. |
In addition, if a partnership (or entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our securities, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our securities, and partners in such partnerships, should consult their tax advisors.
You are urged to consult your own tax advisors with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of our securities arising under the U.S. federal estate or gift tax laws or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.
| 96 |
Consequences to U.S. Holders
The following is a summary of the U.S. federal income tax consequences that will apply to a U.S. holder of our securities. For purposes of this discussion, you are a U.S. holder if, for U.S. federal income tax purposes, you are a beneficial owner of our securities, other than a partnership, that is:
| · | an individual citizen or resident of the United States; | |
| · | a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States, any State thereof or the District of Columbia; | |
| · | an estate whose income is subject to U.S. federal income tax regardless of its source; or | |
| · | a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a “United States person.” |
Distributions
As described in the section titled “Dividend Policy,” we have never declared or paid cash dividends on our Common Stock and do not anticipate paying any dividends on our Common Stock in the foreseeable future. However, if we do make distributions on our Common Stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, the excess will constitute a return of capital and will first reduce your basis in our Common Stock, but not below zero, and then will be treated as gain from the sale of stock as described below under “Sale, Exchange or Other Taxable Disposition of Common Stock.”
Dividend income may be taxed to an individual U.S. holder at rates applicable to long-term capital gains, provided that a minimum holding period and other limitations and requirements are satisfied. Any dividends that we pay to a U.S. holder that is a corporation may qualify for a deduction allowed to U.S. corporations in respect of dividends received from other U.S. corporations equal to a portion of any dividends received, subject to generally applicable limitations on that deduction. U.S. holders should consult their own tax advisors regarding the holding period and other requirements that must be satisfied to qualify for the reduced tax rate on dividends or the dividends-received deduction.
Sale, Exchange or Other Taxable Disposition of Common Stock
A U.S. holder will generally recognize capital gain or loss on the sale, exchange or other taxable disposition of our Common Stock. The amount of gain or loss will equal the difference between the amount realized on the sale and such U.S. holder’s tax basis in such Common Stock. The amount realized will include the amount of any cash and the fair market value of any other property received in exchange for such Common Stock. Gain or loss will be long-term capital gain or loss if the U.S. holder has held the Common Stock for more than one year. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.
| 97 |
Consequences to Non-U.S. Holders
Gain on Sale, Exchange or Other Taxable Disposition of Common Stock
Subject to the discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S. federal income tax on any gain realized upon the sale, exchange or other taxable disposition of our Common Stock unless:
| · | the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States); | |
| · | the non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or | |
|
|
· | shares of our Common Stock constitute U.S. real property interests by reason of our status as a “United States real property holding corporation” (a USRPHC) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our Common Stock. |
We believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our Common Stock is regularly traded on an established securities market, such Common Stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively holds more than five percent of such regularly traded Common Stock at any time during the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our Common Stock.
If the non-U.S. holder is described in the first bullet above, it will be required to pay tax on the net gain derived from the sale, exchange or other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange or other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors regarding any applicable income tax or other treaties that may provide for different rules.
Federal Estate Tax
Common Stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.
| 98 |
Backup Withholding and Information Reporting
Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.
Payments of dividends on or of proceeds from the disposition of our securities made to you may be subject to information reporting and backup withholding at a current rate of 28% unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.
Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.
Foreign Account Tax Compliance
The Foreign Account Tax Compliance Act (“FATCA”) generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale or other disposition of our securities paid to a “foreign financial institution” (as specially defined under these rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on and gross proceeds from the sale or other disposition of our securities paid to a “non-financial foreign entity” (as specially defined for purposes of these rules) unless such entity provides the withholding agent with a certification identifying certain substantial direct and indirect U.S. owners of the entity, certifies that there are none or otherwise establishes an exemption. The withholding provisions under FATCA generally apply to dividends paid by us, and under current transitional rules are expected to apply with respect to the gross proceeds from a sale or other disposition of our securities on or after January 1, 2020. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation on their investment in our securities.
Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of purchasing, owning and disposing of our securities, including the consequences of any proposed changes in applicable laws.
| 99 |
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon by the Law Office of Anthony F. Newton of Sugar Land, Texas.
EXPERTS
The financial statements of CitroTech Inc. as of December 31, 2025 and 2024 and for each of the two years in the period ended December 31, 2025, appearing in this prospectus have been audited by WWC, P.C., independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of CitroTech Inc. to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and these securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
| 100 |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The rules of the SEC allow us to “incorporate by reference” information into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus.
This prospectus incorporates by reference future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than documents and information furnished to, and not filed with, the SEC) in accordance with SEC rules, unless expressly stated otherwise therein.
Any statement made in this prospectus or contained in a document all or a portion of which is incorporated by reference herein will be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequent prospectus supplement to this prospectus or, if appropriate, post-effective amendment to the registration statement that includes this prospectus, modifies or supersedes such statement. Any statement so modified will not be deemed to constitute a part hereof, except as so modified, and any statement so superseded will not be deemed to constitute a part hereof.
You may read and copy any materials we file with the SEC at the SEC’s website mentioned under the heading “Where You Can Find More Information.” The information on the SEC’s website is not incorporated by reference in this prospectus.
A copy of the document incorporated by reference in this prospectus may be obtained by any person, including any beneficial owner, to whom a prospectus is delivered, at no cost by writing or telephoning us at the following address and telephone number:
CitroTech Inc.
6400 S. Fiddlers Green Cir., Suite 300
Greenwood Village, Colorado 80111
Attention: Chief Financial Officer
(800) 401-4535
| 101 |
CitroTech Inc.
(formerly General Enterprise Ventures, Inc.)
Index to Audited Consolidated Financial Statements
December 31, 2025 and 2024
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Stockholders of
CitroTech Inc. (formerly General Enterprise Ventures, Inc.)
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of CitroTech Inc. (formerly General Enterprise Ventures, Inc.) (the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-2 |
Valuation of Intangible Assets
Description of the Matter
As described in Note 2 and 6 to the consolidated financial statements, the Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company’s intangible assets are comprised of patents, and the balance as of December 31, 2025, was $5,326,960. The $1,775,400 of intangible assets purchased in 2025 comprised of intellectual property and a non-compete agreement from the seller of the intangible assets. We identified the auditing of the valuation of intangible assets as a critical audit matter because it represents a significant portion of the Company’s total assets, and it requires a significant amount of judgment to evaluate the recoverability of the carrying amount of the intangible assets. Additionally, the allocation of the purchase price among the identifiable intangible assets requires significant judgment in determining the relative fair values of each component of the transaction, which involves the use of valuation methodologies and assumptions subject to estimation uncertainty. The primary procedures we performed to address this critical audit matter included the following, among others:
| · | We obtained an understanding of the process utilized by the Company's management to evaluate the recoverability of the carrying amount of the intangible assets and to allocate the cost of the purchased intangible assets between the intellectual property and non-compete agreement. | |
| · | We tested the Company's process and evaluated the reasonableness of the inputs that management used in its analysis, and examined the intangible asset valuation report provided by the Company to determine the reasonableness of the methodology used and the results of the intangible asset valuation. |
Reclassification of Embedded Derivative Liability to Equity
Description of the Matter
As described in Notes 2, 8, and 9 to the consolidated financial statements, the Company’s convertible notes included a conversion feature that was accounted for as a derivative liability at fair value under ASC 815. Following the withdrawal of its registration statement on August 19, 2025, the conversion price became fixed, and the conversion option no longer met the definition of a derivative. Consequently, the Company revalued the liability and reclassified the balance to additional paid-in capital, eliminating the derivative liability balance. We identified the valuation of the derivative liability, including its revaluation upon reclassification, as a critical audit matter due to the significant judgment required in determining fair value. Fair value was estimated using a binomial lattice model incorporating certain assumptions. The primary procedures we performed to address this critical audit matter included the following, among others:
| · | We obtained the Company's valuation model and understood the process used to determine the fair value of the derivative liability, including the valuation performed immediately prior to reclassification. | |
| · | We assessed the reasonableness of the inputs, assumptions, and methodology used in the fair value calculation at each measurement date, including the reclassification date. | |
| · | We evaluated the appropriateness of the Company's conclusion that the conversion option no longer qualified as a derivative under ASC 815 and verified that the reclassification to additional paid-in capital was recorded in the correct period and amount. |
/s/ WWC, P.C.
WWC, P.C.
Certified Public Accountants
PCAOB ID: 1171
We have served as the Company’s auditor since 2024.
San Mateo, California
March 30, 2026
| F-3 |
CitroTech Inc.
(formerly General Enterprise Ventures, Inc.)
Consolidated Balance Sheets
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Deferred offering costs | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Equipment, net | ||||||||
| Security deposit | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Deferred revenue | ||||||||
| Convertibles notes, net of discount | ||||||||
| Convertibles notes, net of discount - related parties | ||||||||
| Due to related parties | ||||||||
| Financing loan - current portion | ||||||||
| Derivative liability | ||||||||
| Operating lease liability - current portion | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Financing loan | ||||||||
| Operating lease liability | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity | ||||||||
| Preferred Stock, par value $, authorized shares: | ||||||||
| Series A Preferred Stock, par value $, designated shares, shares issued and outstanding | ||||||||
| Series C Convertible Preferred Stock, par value $, designated shares, and shares issued and shares outstanding, respectively | ||||||||
| Common Stock, par value $, authorized shares, and issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See the accompanying Notes, which are an integral part of these consolidated financial statements.
| F-4 |
CitroTech Inc.
(formerly General Enterprise Ventures, Inc.)
Consolidated Statements of Operations and Comprehensive Loss
| Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| Cost of revenue, exclusive of amortization and depreciation shown separately below | ||||||||
| Cost of revenue - related parties | ||||||||
| Amortization and depreciation | ||||||||
| General and administration | ||||||||
| Advertising and marketing | ||||||||
| Payroll and management compensation | ||||||||
| Professional fees | ||||||||
| Professional fees - related parties | ||||||||
| Research and development expense | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense - related parties | ( | ) | ||||||
| Interest income | ||||||||
| Financing expense | ( | ) | ||||||
| Financing expense - related party | ( | ) | ||||||
| Loss on fair value of derivative liability | ( | ) | ( | ) | ||||
| Loss on settlement of debt | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Loss before taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
| Basic and diluted weighted average number of common shares outstanding | ||||||||
See the accompanying Notes, which are an integral part of these consolidated financial statements.
| F-5 |
CitroTech Inc.
(formerly General Enterprise Ventures, Inc.)
Consolidated Statements of Change in Stockholders’ Equity
Series A Preferred stock | Series C Convertible Preferred stock | Common Stock | Additional Paid-In | Preferred Stock to be | Common Stock to be | Accumulated | Total Stockholders' | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | issued | issued | Deficit | Equity | |||||||||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Series C Preferred Stock issued for preferred stock to be issued | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||
| Series C Preferred Stock issued for cash | – | – | |||||||||||||||||||||||||||||||||||||||
| Series C Preferred Stock issued for services | – | – | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for stock to be issued - management | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion and settlement of debt | – | – | |||||||||||||||||||||||||||||||||||||||
| Cancellation of common stock - related party | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Common stock issued for compensation | – | – | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for services | – | – | |||||||||||||||||||||||||||||||||||||||
| Common stock warrants issued | – | – | – | ||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Series C Preferred Stock issued for preferred stock to be issued | – | – | – | ||||||||||||||||||||||||||||||||||||||
| Series C Preferred Stock issued for cash | – | – | |||||||||||||||||||||||||||||||||||||||
| Series C Preferred Stock issued for services | – | – | |||||||||||||||||||||||||||||||||||||||
| Series C Preferred Stock issued for compensation | – | – | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series C Preferred Stock | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of debt | – | – | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for Service | – | – | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for cashless exercise of warrants | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||
| Management stock compensation | – | – | – | ||||||||||||||||||||||||||||||||||||||
| Reverse stock split | – | – | |||||||||||||||||||||||||||||||||||||||
| Reclassification of derivative liability to equity | – | – | – | ||||||||||||||||||||||||||||||||||||||
| Stock payable for acquisition of intangible assets | – | – | – | ||||||||||||||||||||||||||||||||||||||
| Common stock warrants issued | – | – | – | ||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
See the accompanying Notes, which are an integral part of these consolidated financial statements.
| F-6 |
CitroTech Inc.
(formerly General Enterprise Ventures, Inc.)
Consolidated Statement of Cash Flows
| Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Stock-based compensation - related parties | ||||||||
| Bad debt expense | ||||||||
| Non-cash lease expenses | ||||||||
| Amortization and depreciation | ||||||||
| Amortization of debt discount | ||||||||
| Loss on settlement of debt | ||||||||
| Loss on fair value of derivative liability | ||||||||
| Write off of deferred offering costs | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Security deposit | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Related party advances funding operating expense | ||||||||
| Accrued interest - related parties | ||||||||
| Deferred revenue | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net Cash used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of equipment | ( | ) | ||||||
| Acquisition of intangible asset | ( | ) | ||||||
| Net Cash used in Investing Activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from convertible notes and warrants | ||||||||
| Proceeds from convertible note and warrants - related party | ||||||||
| Payments of deferred offering costs | ( | ) | ( | ) | ||||
| Proceeds from loan - related party | ||||||||
| Repayment of loan - related party | ( | ) | ( | ) | ||||
| Proceeds from issuance of Series C Convertible Preferred Stock and warrants | ||||||||
| Repayment of financing loan | ( | ) | ( | ) | ||||
| Net Cash provided by Financing Activities | ||||||||
| Change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental Disclosure Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-Cash Financing Disclosure: | ||||||||
| Common stock issued for services | $ | $ | ||||||
| Series C Convertible Preferred stock issued for services | $ | $ | ||||||
| Common stock issued upon conversion of Series C Convertible Preferred stock | $ | $ | ||||||
| Common stock issued for conversion and settlement of debt | $ | $ | ||||||
| Common stock issued for stock to be issued - management | $ | $ | ||||||
| Stock payable for acquisition of intangible asset | $ | $ | ||||||
| Series C Convertible Preferred stock issued for subscription received | $ | $ | ||||||
| Cancellation of common stock - related party | $ | $ | ||||||
| Warrants issued in conjunction with convertible debts | $ | $ | ||||||
| Right -of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||
| Recognition of derivative liability as debt discount | $ | $ | ||||||
| Reclassification of derivative liability to additional paid-in capital | $ | $ | ||||||
| Transfer from inventory to property and equipment | $ | $ | ||||||
| Acquisition of property and equipment as financing loan | $ | $ | ||||||
See the accompanying Notes, which are an integral part of these consolidated financial statements.
| F-7 |
CitroTech Inc.
(formerly General Enterprise Ventures, Inc.)
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Note 1 – Organization, Business and Going Concern
CitroTech Inc. was originally incorporated under the laws of the State of Nevada on March 14, 1990 and on June 3, 2021 was redomiciled to the State of Wyoming. Effective on January 22, 2026, the Company changed its name form General Enterprise Ventures, Inc. to CitroTech Inc. When used in these notes, the terms “CITR,” “Company,” “we,” “us” and “our” mean CitroTech Inc. and all entities included in our consolidated financial statements.
Business
We develop and manufacture environmentally sustainable, non-toxic, long-term fire-inhibiting products for use in industrial and wildfire defense applications. The Company’s proprietary formulation, CitroTech®, is derived from food-grade, renewable materials and is designed to provide an alternative to legacy conventional chemical fire retardants. CitroTech™ is used in the manufacturing of fire-resilient lumber and building materials, enabling integration of flame-inhibiting properties during production or applied in the field to new homes. In addition, it is utilized by fire departments, municipalities, and other public and private sector entities in connection with ground-based wildfire defense and stationary application systems intended to help render vegetation non-flammable, reduce ignition risk and enhance structural protection.
The Company continues to evaluate and develop additional formulations and product treatments to expand the range of potential commercial applications for its technology.
Reverse stock split
On April 15, 2025, our Board of Directors and our stockholders that have a majority of our voting power approved an amendment to our articles of incorporation (as amended, the “Articles of Incorporation”) to effect the reverse stock split (which includes the outstanding Series A Preferred Stock and Common Stock of the Company at a 1-for-6 ratio). The reverse stock split was effective on August 27, 2025.
All share and per share information in these financial statements retroactively reflect this reverse stock split.
Liquidity
The Company has incurred losses since inception,
and incurred a net loss of $
million during the year ended December 31, 2025, resulting in an accumulated deficit of $
million. However, in September and October 2025, the Company completed an equity offering which generated net proceeds of $
The Company’s existing cash resources are expected to provide sufficient funds to carry out the Company’s planned operations through fiscal year 2026. To continue operations beyond such time frame, the Company may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.
| F-8 |
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. The Company’s fiscal year is December 31.
Principles of Consolidation
The consolidated financial statements include the accounts of CitroTech Inc., and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.
Reclassification
Certain amounts have been reclassified to improve the clarity and comparability of the financial statements. These reclassifications had no impact on previously reported total assets, liabilities, equity, net income (loss), or cash flows for any periods presented.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Segment Information
Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a reporting segment - environmentally sustainable specialty chemicals for fire prevention and protection in the lumber and wood products, wildland fire and residential home industry.
Our CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets on the Consolidated Balance Sheets represent our segment assets.
Cash and Cash Equivalents
For purposes of balance sheet presentation and reporting
of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original
maturity of less than 90 days to be cash and cash equivalents. The Company did
Periodically, the Company may carry cash
balances at financial institutions more than the federally insured limit of $
| F-9 |
Inventory
Inventories consist of finished goods and raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any expected loss on the trade accounts receivable balances and charged to the provision for credit loss. The Company maintains allowances for credit loss for estimated losses resulting from the inability of its customers to make the required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered.
During the years ended December 31, 2025 and 2024,
the Company recorded bad debt expense of $
Intangible Assets
Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition. These assets are patents and represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of 20 years for these acquired patents.
Property and Equipment
Property and equipment are stated at cost.
Depreciation is computed on the straight-line method. Currently our assets consist of computer and software, furniture and
equipment, and vehicle which we amortize over a useful life of
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income.
Impairment of Long-lived Assets Other Than Goodwill
Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.
Leases
ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
| F-10 |
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.
The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.
As of December 31, 2025 and 2024, the Company’s lease agreement is accounted for as an operating lease.
Fair Value of Financial Instruments
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:
| · | Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; | |
| · | Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and | |
| · | Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.
Recurring Fair Value Measurements
The following table summarizes the liabilities measured at fair value on a recurring basis:
There were no liabilities measured at fair value on a recurring basis as of December 31, 2025.
| Schedule of liabilities measured at fair value on a recurring basis | ||||
| December 31, 2024 | Level 3 | |||
| Derivative Liability – conversion feature | $ | |||
| F-11 |
Nonrecurring Fair Value Measurements
The valuation of warrants and market based compensation awards, were derived using Level 2 inputs.
Other Fair Value Disclosures
The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and loans payable, are carried at historical cost. As of December 31, 2025 and 2024, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
Convertible Notes
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For our derivative financial instruments, the Company used a Binomial Lattice model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.
Warrants
For warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid in capital (potentially on a relative fair value basis if issued in a basket transaction with other financial instruments). Warrants that are equity-classified are not subsequently remeasured unless modified or required to be reclassified as liabilities.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Revenue
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
| F-12 |
Revenue related to contracts with customers is evaluated utilizing the following steps:
| i. | Identify the contract, or contracts, with a customer; | |
| ii. | Identify the performance obligations in the contract; | |
| iii. | Determine the transaction price; | |
| iv. | Allocate the transaction price to the performance obligations in the contract; | |
| v. | Recognize revenue when the Company satisfies a performance obligation. |
For the year ended December 31, 2025, our revenues currently consist of a sale of product used for lumber products for fire prevention and on installation of self-contained sprinkler systems. Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the product transfer from the Company to the customer.
Deferred revenue
Deferred revenue consists of advanced payments
for our service that have not been rendered. Revenue is recognized when service is rendered. As of December 31, 2025 and 2024, total
deferred revenue was $
Cost of Revenue
For the years ended December 31, 2025 and 2024, cost of revenue consisted of:
| Schedule of cost of revenue | ||||||||
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cost of inventory | $ | $ | ||||||
| Freight and shipping | ||||||||
| Consulting and advisory-related party | ||||||||
| Royalty and sales commission-related party | ||||||||
| Rent expense | ||||||||
| Total cost of revenue | $ | $ | ||||||
Net loss per share of common stock requires presentation of basic and diluted earnings per common share on the face of the Statements of Operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share. In the accompanying financial statements, basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements and warrants unless the result would be antidilutive.
The dilutive effect of share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.
| F-13 |
For the years ended December 31, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
| Schedule of antidilutive securities | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Shares | Shares | |||||||
| Convertible notes | ||||||||
| Common Stock warrants | ||||||||
| Series C Convertible Preferred Stock | ||||||||
Deferred Offering Costs
Pursuant to ASC 340-10-S99-1, costs directly
attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a
reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting, and other expenses
incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public
offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed. On August
19, 2025, the Company withdrew the registration statement, and as a result, the Company wrote off total deferred offering costs of
$
As of December 31, 2025 and 2024, deferred offering costs consisted of the following:
| Schedule of deferred offering costs | ||||||||
| December 31, | December 31 | |||||||
| 2025 | 2024 | |||||||
| Legal fees | $ | $ | ||||||
| General and administrative expenses | ||||||||
| Total | $ | $ | ||||||
The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
During the years ended December 31, 2025 and 2024, stock-based compensation was recognized as follows:
| Schedule of stock-based compensation | ||||||||
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Management compensation | $ | $ | ||||||
| Professional fees | ||||||||
| Professional fees - related party | ||||||||
| Advertising and marketing | ||||||||
| Financing expense | ||||||||
| Financing expense - related party | ||||||||
| Stock-based compensation | $ | $ | ||||||
| F-14 |
Compensation cost for stock awards, which include common shares, Series C Convertible Preferred Stock, warrants and performance stock units (“PSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service or performance period. The fair value of stock awards is based on the quoted price of our common stock on the grant date and Series C Convertible Preferred stock as if converted to common stock. We measure the fair value of PSUs using a Monte Carlo valuation model and warrants using a Black Scholes valuation model. Compensation cost for PSUs are recognized using the derived service period and accelerated if the condition is satisfied at an earlier date.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.
| F-15 |
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.
Note 3 – Inventory
As of December 31, 2025 and 2024, inventory consisted of the following:
| Schedule of inventory | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Finished goods | $ | $ | ||||||
| Raw materials | ||||||||
| Inventory | $ | $ | ||||||
The Company did
Note 4 – Prepaid expenses
As of December 31, 2025 and 2024, prepaid expenses consisted of the following:
| Schedule of prepaid expenses | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Insurance | $ | $ | ||||||
| Legal retainer | ||||||||
| Security deposit | ||||||||
| Advertising and marketing | ||||||||
| Other prepaid operating expenses | ||||||||
| Deposit on purchase of inventories | ||||||||
| Prepaid expenses | $ | $ | ||||||
Note 5 – Equipment, net
As of December 31, 2025 and 2024, equipment consisted of the following:
| Schedule of property plant and equipment | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cost: | ||||||||
| Equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Equipment gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Equipment, net | $ | $ | ||||||
| F-16 |
During the years ended December 31, 2025 and 2024,
the Company recorded depreciation of $
During the year ended December 31, 2025 and 2024,
the Company purchased vehicles and equipment for $
Financing loan
The Company had a financing loan for the
purchase of vehicle in September 2025. The
loan repayment is $
The Company had a financing loan for the
purchase of vehicle in September 2025. The
loan repayment is $
The Company had a financing loan for the
purchase of vehicle in January 2025. The
loan repayment was $
The Company had financing loan for a purchase of vehicle for the year ended December 31, 2024. The loan repayment is $1,898 per month for the first 36 months and then $2,590 per months for 30 months with an interest rate of $11.54%. In March 2025, the Company fully repaid this financing loan.
During the years ended December 31, 2025 and
2024, the Company recorded interest expense of $
Note 6 – Intangible Assets, net
In 2022, the Company acquired the intellectual property of Mighty Fire Breaker LLC (“MFB California”), 19 patents centered around its MFB Technology for the prevention and spread of wildfires. The granted patents include MFB California’s main chemistry and applications. MFB California had 21 trademarks and various copyrights. Internally generated patents, trademarks and copyrights, are expensed as incurred.
In December 2025, the Company entered into
Intellectual Property Purchase Agreement to protect our existing patents. The purchase price is $
As of December 31, 2025 and 2024, finite lived intangible assets consisted of the following:
| Schedule of finite lived intangible assets | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Acquired patents (19) | $ | $ | ||||||
| Patent and technology assets | ||||||||
| Non-compete Agreement | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| F-17 |
Estimated future amortization expense for finite lived intangibles are as follows:
December 31,
| Schedule of estimated future amortization expense | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Intangible assets, net | $ |
As of December 31, 2025, the weighted-average
useful life is
During the years ended December 31, 2025 and 2024,
the amortization expense was $
Note 7 – Lease
In March 2022, the Company entered into an operating lease for a warehouse, with a term of eighteen (18) months. In July 2023, the Company amended the contract and extended the lease term to July 2025. In May 2025, the Company terminated this lease and wrote off the right-of-use asset and lease liability.
In January 2025, the Company entered into an operating
lease for our office and warehouse. The commencement date is April 1, 2025, and the termination date is March 31, 2030. The Company
recorded a security deposit of $
For the years ended December 31, 2025 and 2024, right-of-use asset and lease information about the Company’s operating lease consists of:
| Schedule of right-of-use asset and lease information | ||||||||
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| The components of lease expense were as follows: | ||||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Variable lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
Supplemental cash flow information related to leases was as follows:
| Schedule of supplemental cash flow information related to leases | ||||||||
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid for operating cash flows from operating leases | $ | $ | ||||||
| Right-of-use asset obtained in exchange for new operating lease liabilities | $ | $ | ||||||
| Weighted-average remaining lease term - operating leases (year) | ||||||||
| Weighted-average discount rate — operating leases | ||||||||
| F-18 |
The following table outlines maturities of our lease liabilities as of December 31, 2025:
| Schedule of maturities of lease liabilities | ||||
| Year ending December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Operating leases, future minimum payments due | ||||
| Less: Imputed interest | ( | ) | ||
| Operating lease liabilities | $ | |||
Note 8 – Convertible Notes
The components of convertible notes as of December 31, 2025 and 2024, were as follows:
| Schedule of components of convertible notes | ||||||||||||||||||||||
| Effective | Stated | |||||||||||||||||||||
| Principal | Interest | Interest | December 31, | December 31, | ||||||||||||||||||
| Payment date | Amount | Maturity date | Rate | Rate | 2025 | 2024 | ||||||||||||||||
| July 15, 2024 | $ | $ | $ | |||||||||||||||||||
| August 15, 2024 | $ | |||||||||||||||||||||
| November 15, 2024 | $ | |||||||||||||||||||||
| December 15, 2024 | $ | |||||||||||||||||||||
| February 15, 2025 | $ | |||||||||||||||||||||
| Total Convertible notes | $ | $ | ||||||||||||||||||||
| Less: Unamortized debt discount | ( | ) | ( | ) | ||||||||||||||||||
| Less: Current portion | ( | ) | ( | ) | ||||||||||||||||||
| Long-term portion | $ | $ | ||||||||||||||||||||
During the years ended December 31, 2025 and
2024, the Company recognized interest expense of $
In February 2025, the Company entered into
eleven (11) convertible notes ($
| F-19 |
On July 15, 2024 and August 15, 2024, the
Company entered into seventeen (17) subscription agreements for convertible notes ($
On September 30, 2022, the Company entered into
a convertible note agreement for the amount of $
The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815-40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and “day 1” derivative loss for the excess amount of debt discount and amortized to interest expense over the term of the note.
On August 19, 2025, the Company withdrew its
registration statement and decided not to proceed with qualified offering. The Company determined that the bifurcated conversion
feature was no longer a liability and is now categorized as equity. As a result, the Company reclassified its derivative liability
of $
Conversion
In June 2025, seventeen (17) note holders
converted convertible notes issued in July and August 2024 of $
In July and September 2025, six (6) note holders
converted convertible notes issued in November and December 2024 and February 2025 of $
In December 2025, a note holder converted a convertible
note issued in February 2025 of $
Note 9 – Derivative Liability
Fair Value Assumptions Used in Accounting for Derivative Liabilities
ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial Lattice model to calculate the fair value as of issuance, August 19, 2025 and December 31, 2024.
| F-20 |
The underlying assumptions of Binomial Lattice model are as follows:
| 1. | The short-term interest rates, including risk-free rate, are known and remain constant over time. | |
| 2. | The absence of any arbitrage opportunities is assumed. | |
| 3. | The stock price follows a continuous-time random walk, with the rate of variance proportional to the square of the stock price. | |
| 4. | The distribution of possible stock prices at the end of any given finite interval is assumed to be lognormal. | |
| 5. | The variance of the rate of return on the stock is constant. | |
| 6. | No commissions or transaction costs are incurred when buying or selling the stock or option. | |
| 7. | The option's early exercise value is evaluated at each node of the lattice. | |
| 8. | If applicable, the tax rate remains consistent for all transactions and market participants. |
During the years ended December 31, 2025 and 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:
| Schedule of assumptions used for fair value measurement of liabilities | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Expected term | ||||||||
| Risk-free interest rate | ||||||||
| Stock price at valuation date | $ | $ | ||||||
| Expected average volatility | ||||||||
| Expected dividend yield | ||||||||
The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2025 and 2024:
| Schedule of changes in the derivative liabilities | ||||
| Fair Value Measurements Using Significant Observable Inputs (Level 3) | ||||
| Balance - December 31, 2023 | $ | |||
| Addition of new derivatives recognized as debt discounts | ||||
| Addition of new derivatives recognized as loss on derivatives | ||||
| Balance - December 31, 2024 | $ | |||
| Addition of new derivatives recognized as debt discounts | ||||
| Settled on issuance of common stock | ( | ) | ||
| Reclassification to additional paid in capital | ( | ) | ||
| Loss on change in fair value of the derivative liability | ||||
| Balance - December 31, 2025 | $ | |||
Note 10 – Promissory Note
On June 7, 2023, the Company entered into a
promissory note agreement for the amount of $
During the year ended December 31, 2024, the
Company settled the promissory note with principal amount of $
| F-21 |
Note 11 – Accounts payable and accrued liabilities
As of December 31, 2025 and 2024, accounts payable and accrued liabilities consisted of the following:
| Schedule of accounts payable and accrued liabilities | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Credit card | ||||||||
| Sales tax payable | ||||||||
| Other liabilities | ||||||||
| Payroll liability | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
Note 12 – Related Party Transactions
The related parties that had material transactions for the years ended December 31, 2025 and 2024, consist of the following:
| Related Party | Nature of Relationship to the Company | |
| A | An Ohio Corporation - a significant shareholder | |
| B | Owner of A and our Chief Executive Officer of the Company from April 1, 2025 through September 30, 2025 | |
| C | A California Corporation owned by a related party D | |
| D | Significant shareholder and our Chief Technology Officer | |
| E | Director and Chief Executive Officer of GEVI Insurance Holdings Inc. | |
| F | A Delaware limited liability company - Series A Preferred shareholder | |
| G | A company controlled by our Chief Financial Officer |
As of December 31, 2025 and 2024, amounts owing to related parties consists as follows:
| Schedule of expenses to related parties and their nature | ||||||||||
| December 31, | December 31, | |||||||||
| Related Party | 2025 | 2024 | Nature of transaction | |||||||
| A | $ | $ | Operating expense paid on behalf of the Company | |||||||
| F | Accrued interest related to convertible note related party | |||||||||
| $ | $ | |||||||||
During the years ended December 31, 2025 and
2024, related party A advanced to the Company an amount of $
| F-22 |
For the years ended December 31, 2025 and 2024, expenses to related parties and their nature consists of:
| Years Ended | ||||||||||||
| December 31, | ||||||||||||
| Related Party | 2025 | 2024 | Nature of transaction | Financial Statement Line Item | ||||||||
| A | $ | $ | 150,000 Series C Convertible Preferred Stock for consulting fee | Professional fees - related party | ||||||||
| C | $ | $ | Cash paid for consulting fees | Professional fees - related party | ||||||||
| C | $ | $ | Cash paid for consulting and advisory fees | Cost of revenue - related party | ||||||||
| D | $ | $ | Cash paid for management fee | Professional fees - related party | ||||||||
| D | $ | $ | Cash paid for royalty and sales commissions | Cost of revenue - related party | ||||||||
| E | $ | $ | 30,000 Series C Convertible Preferred Stock for management compensation | Management compensation | ||||||||
| E | $ | $ | 20,000 shares of Series C Convertible Preferred Stock for advisory fee | Professional fees - related party | ||||||||
| F | $ | $ | 69,007 Series C Convertible Preferred Stock for services | Financing expense | ||||||||
| G | $ | $ | Edgar filing expense | General and administrative | ||||||||
| G | $ | $ | Professional service - accounting | Professional fees - related party | ||||||||
Convertible note – related party
The components of convertible notes as of December 31, 2025 and 2024, were as follows:
| Schedule of convertible debt related party | ||||||||||||||||||||||
| Effective | Stated | |||||||||||||||||||||
| Principal | Interest | Interest | December 31, | December 31, | ||||||||||||||||||
| Payment date | Amount | Maturity date | Rate | Rate | 2025 | 2024 | ||||||||||||||||
| December 2024 | $ | $ | $ | |||||||||||||||||||
| February 2025 | $ | |||||||||||||||||||||
| Total Convertible notes | $ | $ | ||||||||||||||||||||
| Less: Unamortized debt discount | ( | ) | ||||||||||||||||||||
| Less: Current portion | ( | ) | ( | ) | ||||||||||||||||||
| Long-term portion | $ | $ | ||||||||||||||||||||
In February 2025, the Company entered into one
(1) subscription agreement for convertible notes ($
| F-23 |
On December 31, 2024, the Company issued a convertible
note of $
During the year ended December 31, 2025,
the Company recognized interest expenses of $
Conversion
In December 2025, a note holder converted convertible
note issued in December 2024 of $
Note 13 – Stockholders’ Equity
Amended Articles of Incorporation
Effective on March 17, 2025, the Company amended its Articles of Incorporation to increase the authorized shares to 1,030,000,000 shares, of which shares are common stock and shares are preferred stock.
Preferred Shares
Shares Outstanding
The Company is authorized to issue up to shares of Preferred Stock, par value $ per share.
Series A Preferred Stock
The Company originally designated 10,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock. On March 17, 2025, the Company amended and restated its Series A Convertible Preferred Stock to designate shares of its Preferred Stock as Series A Preferred Stock, par value $, with the following rights and privileges.
Dividends. Holders of shares of Series A Preferred Stock are not entitled to receive dividends.
Voting Rights. Each share of Series A Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote of the holders of Common Stock, voting together with the holders of Common Stock as a single class. Holders of shares of Series A Preferred Stock do not have cumulative voting rights. This means a holder of a single share of Series A Preferred Stock cannot cast more than one vote for each position to be filled on the Board of Directors.
Other Rights. Shares of Series A Preferred Stock are not entitled to a liquidation preference. The holders of the Series A Preferred Stock may not be redeemed without the consent of the holders of the Series A Preferred Stock. The holder of the Series A Preferred Stock are not entitled to pre-emptive rights or subscription rights.
As of December 31, 2025 and 2024, there were shares of Series A Preferred stock issued and outstanding.
| F-24 |
Series C Convertible Preferred Stock
The Company has designated shares of its Preferred Stock as Series C Convertible Preferred Stock with the following rights and privileges.
Dividends. Holders of shares of Series C Convertible Preferred Stock are not entitled to receive dividends.
Voting Rights. The holders of the Series C Convertible Preferred Stock are not entitled to vote.
Conversion Rights. Each share of Series C Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 3.3333 shares of the Common Stock of the Company (the “Conversion Ratio”). Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.
Other Rights. The holders of the Series C Convertible Preferred Stock are not entitled to a liquidation preference. The holders of the Series C Convertible Preferred Stock may not be redeemed without the consent of the holders of the Series C Convertible Preferred Stock. The holder of the Series C Convertible Preferred Stock are not entitled to pre-emptive rights or subscription rights.
In September 2025, the Company entered into
Securities Purchase Agreements with certain investors for the issuance and sale (the “PIPE Offering”) of (i)
shares of its Series C Convertible Preferred Stock for an aggregate purchase price of approximately $
In October 2025, the Company entered into 2nd
PIPE Offering of (i) shares of its Series C Convertible Preferred Stock for an aggregate purchase price of approximately
$
In addition, during the year ended December 31, 2025, the Company issued shares of Series C Convertible Preferred Stock as follows:
| · |
shares for purchase subscriptions of $ | |
| · |
shares for services, valued at $ | |
| · | shares for compensation, valued at $ at market price on issuance dates. |
During the year ended December 31, 2025, the holders of the Series C Convertible Preferred Stock converted shares of the Company’s Series C Convertible Preferred Stock into shares of the Company’s common stock.
During the year ended December 31, 2024, the Company issued shares of Series C Convertible Preferred Stock as follows:
| · |
shares issued for stock payable of $ | |
| · | shares for purchase subscriptions of $ | |
| · |
issued for services, valued at $ |
As of December 31, 2025 and 2024, there were and shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively.
| F-25 |
Subscription Received
During the year ended December 31, 2023, the
Company received $
Common Stock
The Company has authorized shares of common stock with a par value of $. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
During the year ended December 31, 2025, the Company issued shares of Common Stock as follows:
| · | shares for conversion of Series C Convertible Preferred Stock. | |
| · |
shares for conversion of debt of $ | |
| · |
shares for services, valued at $ | |
| · | shares for cashless exercise of warrants. | |
| · | shares for reverse stock split adjustment. |
During the year ended December 31, 2024, the Company issued shares of Common Stock and cancelled shares as follows:
| · | shares issued for compensation, valued at $ at market price on issuance date. | |
| · |
shares issued for services, valued at $ | |
| · |
shares for conversion and settlement of debt of $ | |
| · | shares issued for common stock to be issued from fiscal year ended 2023 – to two directors of the Company. | |
| · |
shares were cancelled by the former Company's President, valued at $ |
As of December 31, 2025 and 2024, there were and shares of the Company’s common stock issued and outstanding, respectively.
Common Stock to be Issued
On November 1, 2022, the Company’s Board
of Directors approved the issuance of 41,667
shares of common stock to each of the two independent directors for their board services in support of the Company. The Company
valued shares of common stock at the market value of the Company’s common stock at approval date for the amount of
$
On April 22, 2024, the Company entered into an advisory and consulting agreement for a period of twelve (12) months with share compensation of 41,667 shares of common stock upon signing the agreement. The Company valued 41,667 shares based on market value at signing of the agreement, in the amount of $200,000 and recorded as common stock to be issued as a component of stockholders’ equity. On July 1, 2024, the Company terminated the agreement due to a lack of service performance by a contractor and 41,667 shares to be issued were cancelled.
| F-26 |
Restricted stock units (RSU)
On June 27, 2025 (the “Effective
Date”), the Company entered into the employment agreement with our Chief Operating Officer (“COO”), commencing on
July 21, 2025. Under this agreement, the Company issued
restricted shares of the Common Stock as stock bonus. Shares shall vest one-fourth each anniversary of the Effective Date. The grant
date fair value of shares is $
On September 22, 2025, the Company entered into
the employment agreement with our new Chief Executive Officer (“CEO”), commencing on October 1, 2025 (the
“Effective Date”). Under this agreement, the Company issued restricted shares of the Common Stock as stock
bonus. Shares shall vest one-fourth on first anniversary of the Effective Date and the remaining three-fourths on monthly basis over
the following 36 months. The grant date fair value of shares is $
During the year ended December 31, 2025, the Company recorded compensation expense of $. As of December 31, 2025, unrecognized compensation cost for unvested equity awards was $.
Management stock compensation (PSU)
During 2025, the Company entered into employment and consulting agreements with our CEO, former CEO, COO and a Director. The stock compensation based on market capitalization condition is as follows:
Market capitalization for 30 consecutive days | Consulting agreement Former CEO and current Chairman | Consulting agreement Director | Employment agreement COO | Employment agreement CEO | |||||
| $ | 120,000,000 | 70,000 series C Convertible Preferred Stock | 70,000 series C Convertible Preferred Stock | – | – | ||||
| $ | 150,000,000 | 70,000 series C Convertible Preferred Stock | 70,000 series C Convertible Preferred Stock | 37,500 common stock | 75,000 common stock | ||||
| $ | 200,000,000 | 70,000 series C Convertible Preferred Stock | 70,000 series C Convertible Preferred Stock | 37,500 common stock | 75,000 common stock | ||||
| $ | 250,000,000 | 70,000 series C Convertible Preferred Stock | 70,000 series C Convertible Preferred Stock | 37,500 common stock | 75,000 common stock | ||||
| $ | 300,000,000 | – | – | 37,500 common stock | 75,000 common stock | ||||
| Fair value ($) | |||||||||
The Company used the Monte Carlo model to calculate the fair value of compensation and estimated a total of the grant date fair value of $. The Company records compensation expense over the term of a derived service period unless the condition is satisfied at an earlier date. During the year ended December 31, 2025, the Company recorded compensation expense of $. As of December 31, 2025, unrecognized compensation cost for unvested equity awards was $, which is expected to be recognized over a remaining weighted-average period of years. As of December 31, 2025, of the PSU’s have been achieved.
| F-27 |
For the year ended December 31, 2025, the estimated fair values of the compensation measured used the following significant assumptions:
| Schedule of estimated fair values of the compensation | ||||
| 2025 | ||||
| Derived service period | - year | |||
| Risk-free interest rate | - % | |||
| Stock price at valuation date | $ | - | ||
| Expected average volatility | - % | |||
| First Capitalization Thresholder per share price | $ | - | ||
| Second Capitalization Thresholder per share price | $ | - | ||
| Third Capitalization Thresholder per share price | $ | - | ||
| Fourth Capitalization Thresholder per share price | $ | - | ||
Warrants
The Company issued a total of
The Company issued a total of
The Company issued
The Company issued a total of
We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815. In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative. The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period.
The warrants are valued using a Black Scholes valuation model. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.
| F-28 |
The Company utilized the following assumptions:
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Expected term | ||||
| Expected average volatility | ||||
| Risk-free interest rate | ||||
| Expected dividend yield |
A summary of activity of the warrants during the years ended December 31, 2025 and 2024 as follows:
| Schedule of activity of the warrants | ||||||||||||
| Warrants Outstanding | ||||||||||||
| Weighted Average | Weighted Average Remaining Contractual | |||||||||||
| Shares | Exercise Price | Life (in years) | ||||||||||
| Outstanding, December 31, 2023 | $ | – | ||||||||||
| Granted | ||||||||||||
| Exercised | – | |||||||||||
| Forfeited/canceled | – | |||||||||||
| Outstanding, December 31, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ( | ) | – | |||||||||
| Canceled | – | |||||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
| Exercisable, December 31, 2025 | $ | |||||||||||
The intrinsic value of the warrants as of December 31, 2025 is $.
Note 14 - Income Taxes
Components of income tax expense (benefit) are as follows for the years ended December 31, 2025 and 2024:
| Schedule of income tax expense (benefit) | ||||||||
| 2025 | 2024 | |||||||
| Current | $ | $ | ||||||
| Deferred | ||||||||
| Income tax benefit | $ | $ | ||||||
| F-29 |
The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities are as follows at December 31, 2025 and 2024:
| Schedule of deferred tax assets or liabilities | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Deferred tax assets and liabilities | ||||||||
| Net operating losses carried forward | $ | $ | ||||||
| Allowance for doubtful debt | ||||||||
| Intangibles | ( | ) | ( | ) | ||||
| Total deferred tax asset | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The Company will have approximately $
ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2025 and 2024, respectively, a full valuation allowance was recognized.
In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits at December 31, 2025 and 2024. The Company’s federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and as such the Company’s federal and state income tax returns remain open to examination.
The reconciliation of the income tax benefit is computed at the U.S. federal statutory rate as follows:
| Schedule of reconciliation of the income tax benefit | ||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Statutory tax rate | $ | ( |
) | $ | ( |
) | ||||||||||
| State tax rate | ( |
) | ( |
) | ||||||||||||
| Effect of change in income tax rate for deferred tax assets | ||||||||||||||||
| Effect of expenses not deductible for tax purpose | ( | ) | ( | ) | ||||||||||||
| Amortization | ( |
) | ( |
) | ||||||||||||
| Allowance for doubtful debt | ||||||||||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||||||||||
| Effective income tax rate | $ | $ | ||||||||||||||
Note 15 – Commitments and Contingencies
As part of the intellectual asset purchase agreement with MFB California, the Company is subject to royalties of 10% derived from gross invoiced sales of the MFB product excluding funds received for sales and use tax (Note 12).
| F-30 |
Note 16 – Disaggregated revenue and Concentration
During years ended December 31, 2025 and 2024, disaggregated revenue was as follows:
| Schedule of disaggregated revenue | ||||||||
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Products sale | $ | $ | ||||||
| Product installation service | ||||||||
| $ | $ | |||||||
During years ended December 31, 2025 and 2024, customer and supplier concentrations (more than 10%) were as follows:
Revenue and accounts receivable
Recurring customers do not represent a material percentage of our revenue and accounts receivable for the years ended December 31, 2025 and 2024.
| Schedule of revenue and accounts receivable | ||||||||
| Years ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Number of customers (more than 10% of revenue) | ||||||||
| Total revenue of top 5 customers | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Number of customers (more than 10% of accounts receivable) | ||||||||
| Total % of accounts receivable balance (more than 10%) | ||||||||
Purchase and accounts payable
| Schedule of purchase and accounts payable | ||||||||||||||||
| Percentage of Purchases | Percentage of | |||||||||||||||
| For years ended | Accounts payable for purchase | |||||||||||||||
| December 31, | December 31, | December 31 | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Supplier A | % | % | % | |||||||||||||
| Supplier B | % | % | % | % | ||||||||||||
| Supplier C | % | |||||||||||||||
| Supplier D | % | % | % | |||||||||||||
| Supplier E | % | |||||||||||||||
| Total (as a group) | % | % | % | % | ||||||||||||
| F-31 |
To reduce risk, the Company closely monitors the amounts due from its customers and assesses the financial strength of its customers through a variety of methods that include, but are not limited to, engaging directly with customer operations and leadership personnel, visiting customer locations to observe operating activities, and assessing customer longevity and reputation in the marketplace. As a result, the Company believes that its accounts receivable credit risk exposure is limited.
Note 17 – Subsequent Events
Management has evaluated subsequent events through March 30, 2026, which is the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure, except as follows:
On February 27, 2026, related party F (see Note 12), extended their convertible promissory note until April 28, 2026. Pursuant to the extension, they charged a 1% amendment fee and agreed to release their security pledge against certain intangible assets of the Company.
The Company issued common stock as follows:
| · | 171,878 shares of common stock for conversion of debt and accrued interest valued at $412,500. | |
| · | 180,708 shares of common stock for cashless exercise of 192,708 warrants. | |
| · | 220,000 shares of common stock for acquisition of IP, valued at $1,775,400, which is recorded as additional paid in capital as of December 31, 2025. | |
| · | 55,333 shares of common stock issued for services, valued at $443,377. |
| F-32 |
Up to 8,068,569 Shares of Common Stock
CitroTech Inc.
_______________________
Preliminary Prospectus dated , 2026
_______________________
Part II - Information Not Required In Prospectus
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of our securities being registered. All amounts are estimates except for the Securities and Exchange Commission (“SEC”) registration fee.
| Securities and Exchange Commission Registration Fee | $ | 7,019.34 | ||
| Legal Fees and Expenses | 50,000 | |||
| Audit and accounting fees | 13,000 | |||
| Miscellaneous Expenses | 50,000 | |||
| Total Expenses | $ | 120,019.34 |
___________
* These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be determined at this time.
Item 14. Indemnification of Directors and Officers
As permitted by Wyoming law, our Articles of Incorporation provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been directors or officers of us, unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct. We may also have contractual indemnification obligations under our agreements with our directors, officers, and employees. These indemnification obligations could result in our Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may not recoup.
Pursuant to the laws of the State of Wyoming, our Articles of Incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of the Wyoming Business Corporation Act, or any transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director's liability under federal or applicable state securities laws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Wyoming, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Exclusion of Liabilities
Pursuant to the laws of the State of Wyoming, our Bylaws exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director's liability under federal or applicable state securities laws.
| II-1 |
Disclosure of Commission position on Indemnification for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Wyoming, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.
Item 15. Recent Sales of Unregistered Securities
The share amounts presented herein are presented after giving effect to the 1-for-6 reverse stock split effected on August 27, 2025. From January 1, 2023 through the date of this prospectus, we effected the following transactions in reliance upon exemptions from registration under the Securities Act, as amended.
Historical Common Stock transactions
During the year ended December 31, 2023, we issued:
| · | 50,000 shares of Common Stock to a third party service provider for services valued at $86,850 in January 2023; | |
| · | 500,000 shares of Common Stock to Stephen Conboy upon conversion of 150,000 shares of Series C Convertible Preferred Stock in April 2023; and | |
| · | 50,000 shares of Common Stock to a third party service provider for services valued at $60,000 in April 2023. |
During the year ended December 31, 2024, we issued:
| · | 208,334 shares of Common Stock for compensation to five (5) board advisors of MFB Ohio, valued at $1,074,750 in the aggregate, in February 2024; | |
| · | 83,334 shares of Common Stock to five (5) consultants for services valued at $429,900 in February 2024; | |
| · | 175,000 shares of Common Stock to an investor, to settle $123,767 of debt and accrued interest in February 2024; | |
| · | 82,700 shares of Common Stock to an investor to settle debt, consisting of 58,148 shares of Common Stock to settle convertible debt and accrued interest totaling $55,702 and 24,552 shares of Common Stock valued at $126,655, to settle accrued liabilities of $23,400 in February 2024; | |
| · | 41,667 shares of Common Stock to a consultant for services valued at $197,350 in March 2024; and | |
| · | 41,667 shares of Common Stock to a third party service provider for marketing services valued at $160,000 in May 2024. |
| II-2 |
During the year ended December 31, 2025, we issued:
| · | 2,589,450 shares of Common Stock to twenty-nine (29) investors upon conversion of 776,831 shares of Series C Convertible Preferred Stock in January 2025; | |
| · | 1,775,466 shares of Common Stock to sixteen (16) investors upon conversion of 532,638 shares of Series C Convertible Preferred Stock in April 2025; | |
| · | 1,667 shares of Common Stock to a consultant for service valued at $19,000 in May 2025; | |
| · | 585,017 shares of Common Stock to twenty (20) investors upon conversion of debt of $1,404,004 in June and July 2025; | |
| · | 1,833,334 shares of Common Stock to Stephen Conboy upon conversion of 550,000 shares of Series C Convertible Preferred Stock in August 2025; | |
| · | 1,666,667 shares of Common Stock to TC Special, LLC upon conversion of 500,000 shares of Series C Convertible Preferred Stock in August 2025; | |
| · | 2,166,668 shares of Common Stock to BoltRock Holdings LLC upon conversion of 650,000 shares of Series C Convertible Preferred Stock in September 2025; | |
| · | 16,667 shares of Common Stock to an investor upon conversion of 5,000 shares of Series C Convertible Preferred Stock in September 2025; | |
| · | 741,353 shares of Common Stock to three (3) investors upon conversion of debt of $4,196,000 in August and September 2025; | |
| · | 36,000 shares of Common Stock to a consultant for service valued at $215,640 in September 2025; | |
| · | 165,419 shares of Common Stock to two (2) inventors upon cashless exercise of 166,667 warrants; | |
| · | 500,000 shares of Common Stock to TC Special, LLC upon conversion of 150,000 shares of Series C Convertible Preferred Stock in December 2025; | |
| · | 292,663 shares of Common Stock to TC Special, LLC upon conversion of debt of $632,150 in December 2025; and | |
| · | 11,321 shares of Common Stock to an investor upon conversion of debt of $89,549 in December 2025. |
Since January 1, 2026, through April 8, 2026 we issued:
| · | 220,000 shares of Common Stock for acquisition of intellectual property, valued at $1,775,400; | |
| · | 171,878 shares of Common Stock upon conversion of debt of $412,500 in February and March 2026; | |
| · | 180,708 shares of Common Stock upon cashless exercise of 192,708 warrants; and | |
| · | 55,333 shares of common stock issued to consultants for services, valued at $443,377. |
Historical Series C Convertible Preferred Stock transactions
During the year ended December 31, 2023, we issued:
| · | 1,200,000 shares Series C Convertible Preferred Stock to TC Special Investments, LLC for compensation valued at $8,640,000 in September 2023; | |
| · | 273,499 shares Series C Convertible Preferred Stock to ten (10) investors for proceeds of $907,600 in September 2023; and | |
| · | 183,332 shares Series C Convertible Preferred Stock to four (4) investors for proceeds of $500,000 in December 2023. |
| II-3 |
During the year ended December 31, 2024, we issued:
| · | 50,000 shares Series C Convertible Preferred Stock to two (2) investors for proceeds of $165,000 in January 2024; | |
| · | 20,000 shares Series C Convertible Preferred Stock for compensation to one (1) board advisor of MFB Ohio, valued at $348,000 in February 2024; | |
| · | 20,000 shares Series C Convertible Preferred Stock to a consultant for services valued at $348,000 in February 2024; | |
| · | 83,333 shares of Common Stock to a third party service provider for service valued at $500,000 in October 2024; | |
| · | 335,972 shares Series C Convertible Preferred Stock to eleven (11) investors for proceeds of $1,465,000 in October 2024; and | |
| · | 35,833 shares Series C Convertible Preferred Stock to two (2) investors for proceeds of $215,000 in November 2024. |
During the year ended December 31, 2025, we issued:
| · | 47,500 shares Series C Convertible Preferred Stock to five (5) employees for compensation valued at $665,000 in February 2025; | |
| · | 27,500 shares Series C Convertible Preferred Stock to two (2) investors for proceeds of $160,000 in February 2025; | |
| · | 150,000 shares Series C Convertible Preferred Stock to TC Special Investments, LLC for compensation valued at $2,100,000 in February 2025; | |
| · | 50,000 shares Series C Convertible Preferred Stock to two (2) consultants for compensation valued at $1,100,000 in April 2025; | |
| · | 69,007 shares Series C Convertible Preferred Stock to BoltRock Holdings LLC for finance expenses valued at $2,511,855 in June 2025; | |
| · | 6,250 shares Series C Convertible Preferred Stock to one (1) employee for compensation valued at $117,917 in September 2025; | |
| · | 5,000 shares Series C Convertible Preferred Stock to one (1) consultant for service valued at $98,167 in September 2025; | |
| · | 420,943 shares Series C Convertible Preferred Stock to forty-four (44) investors for net proceeds of approximately $5,396,000 in September 2025; and | |
| · | 193,968 shares Series C Convertible Preferred Stock to eighteen (18) investors for net proceeds of approximately $2,677,000 in October 2025; |
Since January 1, 2026, through April 8, 2026, we did not issue Series C Convertible Preferred Stock.
Historical Warrant transactions
During the year ended December 31, 2023, we did not issue Warrants.
During the year ended December 31, 2024, we issued:
| · | Common stock purchase warrant to twelve (12) investors, to acquire 165,631 shares of common stock at an exercise price of $3.00 per share, in July 2024; | |
| · | Common stock purchase warrant to five (5) investors, to acquire 67,919 shares of common stock at an exercise price of $3.00 per share, in August 2024; | |
| · | Common stock purchase warrant to one (1) investor, to acquire 20,834 shares of common stock at an exercise price of $3.00 per share, in November 2024; and | |
| · | Common stock purchase warrant to two (2) investors, to acquire 15,626 shares of common stock at an exercise price of $3.00 per share, in December 2024. |
| II-4 |
During the year ended December 31, 2025, we issued:
| · | Common stock purchase warrant to eleven (11) investors, to acquire 432,296 shares of common stock at an exercise price of $3.00 per share, in February 2025; | |
| · | Common stock purchase warrant to BoltRock Holdings, LLC, to acquire 416,667 shares of common stock at an exercise price of $3.00 per share, in February 2025; | |
| · | Common stock purchase warrant to Univest Securities LLC and Bradley Richmond, for underwriter warrants, to acquire 666,668 shares of common stock at an exercise price of $0.06 per share, in March 2025; | |
| · | Common stock purchase warrant to four (4) placement agents, to acquire 111,898 shares of common stock at an exercise price of $2.64 per share, in March 2025; | |
| · | Common stock purchase warrant to forty-four (44) investors, to acquire 701,562 shares of common stock at an exercise price of $6.00 per share, in September 2025; | |
| · | Common stock purchase warrant to four (4) placement agents, to acquire 105,233 shares of common stock at an exercise price of $5.40 per share, in September 2025; | |
| · | Common stock purchase warrant to eighteen (18) investors, to acquire 323,276 shares of common stock at an exercise price of $6.00 per share, in October 2025; and | |
| · | Common stock purchase warrant to five (5) placement agents, to acquire 48,491 shares of common stock at an exercise price of $5.40 per share, in October 2025. |
Since January 1, 2026, through April 8, 2026 we issued:
| · | Common stock purchase warrant to BoltRock Holdings, LLC, to acquire 46,250 shares of common stock at an exercise price of $3.00 per share, on April 7, 2026. |
The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
| II-5 |
Item 16. Exhibits
| II-6 |
________
* Filed or furnished herewith.
** To be filed by amendment
# Management contracts or compensatory plans, contracts or arrangements.
† Certain portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv). The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
| II-7 |
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that Paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser: If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| II-8 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cheyenne, State of Wyoming on April 9, 2026.
| CITROTECH INC. | |||
| By: | /s/ Wesley J. Bolsen | ||
| Wesley J. Bolsen | |||
| Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Wesley J. Bolsen | Director and Chief Executive Officer | April 9, 2026 | ||
| Wesley J. Bolsen | (Principal Executive Officer) | |||
| /s/ Nanuk Warman | Secretary and Chief Executive Officer | April 9, 2026 | ||
| Nanuk Warman | (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Chairman | April 9, 2026 | ||
| Theodore Ralston | ||||
| * | Director | April 9, 2026 | ||
| Lorenzo Calinawan | ||||
| * | Director | April 9, 2026 | ||
| Craig Huff | ||||
| * | Director | April 9, 2026 | ||
| Jeffery Pomerantz |
* By: /s/ Wesley J. Bolsen
Wesley J. Bolsen
Attorney-in-fact
| II-9 |
Exhibit 4.11
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.
Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
No. W-34
CITROTECH INC.
COMMON STOCK PURCHASE WARRANT
CitroTech Inc., a Wyoming corporation (together with any corporation which shall succeed to or assume the obligations of CitroTech Inc. hereunder, the “Company”), hereby certifies that, for value received, BoltRock Holdings, LLC (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time during the Exercise Period (as defined in Section 9) up to 46,250 fully paid and non-assessable shares of Common Stock (as defined in Section 9), at a purchase price per share equal to the Exercise Price (as defined in Section 9). The number of shares of Common Stock for which this Common Stock Purchase Warrant (this “Warrant”) is exercisable and the Exercise Price are subject to adjustment as provided herein.
| 1. | DEFINITIONS. Certain terms are used in this Warrant as specifically defined in Section 9. |
| 2. | EXERCISE OF WARRANT. |
2.1. Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.
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2.2. Payment of Exercise Price by Wire Transfer. If the Holder elects to purchase a specified number of shares by paying the Aggregate Exercise Price, the Holder shall pay such amount by wire transfer of immediately available funds to the account designated by the Company in its acknowledgement of receipt of such Exercise Notice pursuant to Section 2.1.
2.3. Net Exercise. If a registration statement covering the shares of Common Stock that are the subject of the Notice of Exercise (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares to the public or upon exercise of this Warrant in connection with a Fundamental Transaction, the Holder may elect to exercise this Warrant by receiving shares of Common Stock equal to the number of shares determined pursuant to the following formula:
X = Y (A - B)
A
where,
| X = | the number of shares of Common Stock to be issued to Holder; | |
| Y = | the number of shares of Common Stock as to which this Warrant is to be exercised (as indicated on the Exercise Notice); | |
| A = | VWAP for the Trading Day immediately preceding the date of exercise; and | |
| B = | the Exercise Price. |
2.4. Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.
2.5. Termination. This Warrant shall terminate upon the earlier to occur of (i) exercise in full or (ii) the expiration of the Exercise Period.
3. REGISTRATION RIGHTS. The Holder’s registration rights are set forth in the Subscription Agreement.
4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
4.1. Delivery of Exercise Shares. As soon as practicable after any exercise of this Warrant and in any event within two (2) Trading Days thereafter (such date, the “Exercise Share Delivery Date”), the Company shall, at its expense (including the payment by it of any applicable issue or stamp taxes), cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates evidencing the number of fully paid and non-assessable shares of Common Stock (which number shall be rounded down to the nearest whole share in the event any fractional share may otherwise be issuable upon such exercise and the Company shall pay a cash adjustment to the Holder in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price) to which the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the shares of Common Stock issuable upon any exercise of this Warrant, provided the Warrant Shares are not restricted securities and the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such shares of Common Stock issuable upon exercise of this Warrant to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates shall apply) as instructed by the Holder (or its designee). The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
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4.2. [Reserved.]
4.3. Charges, Taxes and Expenses. Issuance of Exercise Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Exercise Shares, all of which taxes and expenses shall be paid by the Company, and such Exercise Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Exercise Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto (the “Assignment Form”) duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
| 5. | CERTAIN ADJUSTMENT. |
5.1. Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (a) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (b) subdivides outstanding shares of Common Stock into a larger number of shares, (c) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 5.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
5.2 Anti-Dilution Ratchet. If the Company shall, at any time after the Issue Date, issue or sell any Additional Shares of Common Stock (as defined below), except for shares of Common Stock issued upon conversion of the Notes (as defined in the Note), at a price per share of Common Stock that is less than the then-current Exercise Price, the Exercise Price shall be adjusted downward to equal such lower price. Any adjustment made pursuant to this Section 5.2 shall become effective immediately after the issuance of the relevant Additional Shares of Common Stock.
5.3 Fundamental Transaction. If, at any time while this Warrant is outstanding, (a) the Company effects any merger or consolidation of the Company with or into another Person, (b) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (c) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (d) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then, upon the closing of a Fundamental Transaction and payment of the exercise price therefore (including at the election of the Holder by cashless exercise), the Holder shall receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant upon the closing of such Fundamental Transaction. The foregoing notwithstanding, if the Company effects any reclassification of the Common Stock or any compulsory share exchange, in each case, into another security of the Company, this Warrant shall remain outstanding and the Holder shall be entitled to receive the Alternative Consideration upon any subsequent exercise of this Warrant and the payment of the exercise price therefor. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5.3.
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5.4 Adjustment to Exercise Price Upon Issuance of Common Stock. This Warrant is a series of warrants (collectively, the “Related Warrants”) issued by the Company in connection with convertible notes and subscription agreements that are similar to the Note (notwithstanding that such other similar notes may not be secured) and the Subscription Agreement. If the Company shall, at any time after the Issue Date, issue or sell or modify any Related Warrants or any shares of Common Stock, whether directly or indirectly by way of Convertible Securities or any rights or warrants or options to purchase any such Convertible Securities (“Additional Shares of Common Stock”), with any term that the Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was not similarly provided to the Holder in this Warrant, then (i) the Holder, after receipt of written notice thereof from the Company, shall notify the Company of such additional or more favorable term within five (5) Business Days of the issuance or amendment (as applicable) of the respective security or, if later, within five (5) Business Days after receipt of the previously described notice, and (ii) such term, at Holder’s option, shall become a part of this Warrant (regardless of whether the Company or Holder complied with the notification provision of this Warrant or the Subscription Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts and conversion or exercise lookback periods. If Holder elects to have the term become a part of this Warrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”) within five (5) Business Days of Company’s receipt of request from Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. The Company represents and warrants to the Holder that, as of the date hereof, no holder of any other Related Warrant has been granted any more favorable right or benefit than those established in favor of the Holder hereunder.
5.5 Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding at the close of the Trading Day on or, if not applicable, most recently preceding, such given date.
5.6 Notice to Holder.
(a) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(b) Notice to Allow Exercise by Holder. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (iv) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or other Fundamental Transaction; or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange or other Fundamental Transaction is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Subject to applicable law, the Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice. Notwithstanding the foregoing, the delivery of the notice described in this Section 5.6 is not intended to and shall not bestow upon the Holder any voting rights whatsoever with respect to outstanding unexercised Warrants.
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6. NO IMPAIRMENT. The Company will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in taking all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise and (b) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of stock on the exercise of this Warrant from time to time outstanding.
7. NOTICES OF RECORD DATE. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right;
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into any other Person or any other Change of Control or other Fundamental Transaction; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company;
then, and in each such event, the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up. Such notice shall be mailed at least fifteen (15) days prior to the date specified in such notice on which any such action is to be taken.
8. RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT; REGULATORY COMPLIANCE.
8.1. Reservation of Stock Issuable on Exercise of Warrant. The Company shall at all times while this Warrant shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the exercise of all or any portion of the Warrant Shares (disregarding for this purpose any and all limitations of any kind on such exercise). The Company shall, from time to time in accordance with Chapter 78 of the Wyoming Revised Statutes, increase the authorized number of shares of Common Stock or take other effective action if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company’s obligations under this Section 8.
8.2. Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of exercise of the Warrant Shares require registration or listing with or approval of any Governmental Authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon exercise, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as the case may be.
9. DEFINITIONS. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified, as such terms are used in and construed under Rule 405 under the Securities Act.
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“Aggregate Exercise Price” means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained by multiplying (i) the Exercise Price times (ii) the number of shares of Common Stock for which this Warrant is being exercised at such time.
“Articles of Incorporation” means the Company’s Articles of Incorporation.
“Business Day” means any day other than a Saturday, Sunday or any other day on which the Federal Reserve Bank of Houston is closed in Houston, Texas.
“Change of Control” has the meaning set forth in the (i) an acquisition by any person or “group” (within the meaning of Rule 13d of the Securities Exchange Act of 1934) of more than 50% of the common stock of the Company (determined on an as-converted fully diluted basis); (ii) a liquidation, dissolution or winding up of the Company; or (iii) a sale of all or substantially all the assets of the Company.
“Common Stock” means (i) the Company’s Common Stock, $0.001 par value per share, and (ii) any other securities into which or for which any of the securities described in clause (i) above have been converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.
“Convertible Securities” means any debt, equity or other securities that are, directly or indirectly, convertible into or exchangeable for Common Stock.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time in effect.
“Exercise Period” means the period commencing on the Issue Date and ending 11:59 P.M. (Houston, Texas time) on the five-year anniversary of the Issue Date or earlier closing of a Fundamental Transaction (other than a Fundamental Transaction of the type described in clause (d) of the definition thereof resulting in the conversion into or exchange for another security of the Company).
“Exercise Price” means $3.00 per share.
“Exercise Shares” means the shares of Common Stock for which this Warrant is then being exercised.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Issue Date” means April 7, 2026.
“Note” means the 10% Senior Secured Convertible Promissory Note issued by the Company to the Holder pursuant to the Subscription Agreement.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time in effect.
“Trading Day” means a day on which the Common Stock is traded on a Trading Market.
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“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, CBOE, or the OTCQX Marketplace, the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc. (or any successor to any of the foregoing)
“VWAP” means, as to the Common Stock of the Company, for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as determined by the Company in the reasonable exercise of its discretion. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.
“Warrant Shares” means collectively the shares of Common Stock of the Company issuable upon exercise of this Warrant in accordance with its terms, as such number may be adjusted pursuant to the provisions thereof.
10. [Reserved]
11. REGISTRATION AND TRANSFER OF WARRANT.
11.1. Registration of Warrant. The Company shall register and record transfers, exchanges, reissuances and cancellations of this Warrant, upon the records to be maintained by the Company for that purpose, in the name of the record holder hereof from time to time. The Company may deem and treat the registered holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company shall be entitled to rely and held harmless in acting or refraining from acting in reliance upon, any notices, instructions or documents it believes in good faith to be from an authorized representative of the Holder.
11.2 Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with an Assignment Form duly executed by the Holder or its agent or attorney. The Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of the transferred Warrant under the Securities Act. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such Assignment Form, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Exercise Shares without having a new Warrant issued.
11.3. New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 11.2, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Exercise Shares issuable pursuant thereto.
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12. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Exercise Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
13. [Reserved.]
14. NO RIGHTS AS A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Exercise Shares.
15. NOTICES. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Warrant shall be in writing and shall be deemed delivered (i) on the date of delivery when delivered by hand on a Business Day during normal business hours or, if delivered on a day that is not a Business Day or after normal business hours, then on the next Business Day, (ii) on the date of transmission when sent by email during normal business hours on a Business Day with telephone confirmation of receipt or, if transmitted on a day that is not a Business Day or after normal business hours, then on the next Business Day, or (iii) on the second Business Day after the date of dispatch when sent by a reputable courier service that maintains records of receipt. The addresses for notice shall be as set forth in the Subscription Agreement.
16. CONSENT TO AMENDMENTS. Any term of this Warrant may be amended, and the Company may take any action herein prohibited, or compliance therewith may be waived, only if the Company shall have obtained the written consent (and not without such written consent) to such amendment, action or waiver from the Holder. No course of dealing between the Company and the Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of the Holder.
17. MISCELLANEOUS. In case any provision of this Warrant shall be invalid, illegal or unenforceable, or partially invalid, illegal or unenforceable, the provision shall be enforced to the extent, if any, that it may legally be enforced and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If any provision of this Warrant is found to conflict with the Subscription Agreement, the provisions of this Warrant shall prevail. If any provision of this Warrant is found to conflict with the Note, the provisions of the Note shall prevail. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF WYOMING EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
[REMAINDER OF PAGE INTENTIONALLY LET BLANK. SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer.
Dated as of April 7, 2026
CITROTECH INC.
By: /s/ Wesley J. Bolsen
Name: Wesley J. Bolsen
Title: CEO
[SIGNATURE TO WARRANT AGREEMENT OF CITROTECH INC.]
FORM OF SUBSCRIPTION
(To be signed only on exercise of attached Warrant)
TO:CitroTech Inc.
1. The undersigned Holder of the attached Warrant hereby elects to exercise its purchase right under such Warrant to purchase shares of Common Stock of CitroTech Inc., a Wyoming corporation (the “Company”), as follows (check one or more, as applicable):
| | to exercise the Warrant to purchase _______ shares of Common Stock and to pay the Aggregate Exercise Price therefor by wire transfer of United States funds to the account of the Company, which transfer has been made prior to or as of the date of delivery of this Form of Subscription pursuant to the instructions of the Company; and/or | |
| | to exercise the Warrant with respect to _______ shares of Common Stock pursuant to the net exercise provisions specified in Section 2.3 of the Warrant. |
2. In exercising this Warrant, the undersigned Holder hereby confirms and acknowledges that the shares of Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned shall not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act or any state securities laws. The undersigned hereby further confirms and acknowledges that it is an “accredited investor”, as that term is defined under the Securities Act.
3. Please issue a stock certificate or certificates representing the appropriate number of shares of Common Stock in the name of the undersigned or in such other name(s) as is specified below:
| Name: | |||
| Address: | |||
| TIN: |
| Dated: | ||||
| (Signature must conform exactly to name of Holder as specified on the face of the Warrant) |
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto _________ the right represented by the within Warrant to purchase _________ shares of Common Stock of CitroTech Inc., a Wyoming corporation, to which the within Warrant relates, and appoints _________ attorney to transfer such right on the books of CitroTech Inc., with full power of substitution in the premises.
| [insert name of Holder] | |||||
| Dated: | By: | ||||
| Title: | |||||
| [insert address of Holder] | |||||
Signed in the presence of:
_____________________________________
Exhibit 5.1
| 8810 LURAY COURT | |
| ROSENBERG, TEXAS 77469 | |
| The Law Office of Anthony F. Newton | +1 832.452.0269 TELEPHONE |
| tony.newton@newtonianlaw.com EMAIL |
April 8, 2026
CitroTech Inc.
6400 S. Fiddlers Green Cir, Suite 300
Greenwood Village, CO 80111
| Re: | Registration Statement on Form S-1 (File No. 333-293534) |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1, as amended (the “Registration Statement”), of CitroTech Inc., a Wyoming corporation (the “Company”), filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of 8,068,569 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of the Company, which includes (i) 2,296,426 shares (the “Conversion Shares”) of Common Stock issuable upon conversion of 688,922 shares of Series C Convertible Preferred Stock held directly or indirectly by the Selling Stockholders (as defined in the Registration Statement) issued to investors in a private placement offering on September 30, 2025 and subsequent private placement offering on October 21, 2025 (collectively, the “2025 Private Placements”); (ii) 2,429,641 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”) issued to investors in the 2025 Private Placements (the “Warrant Shares”); (iii) an aggregate of 925,834 shares of Common Stock issued to debtholders upon the conversion of convertible debt (the “Debt Conversion Shares”); and (iv) 2,416,668 shares of Common Stock (the “Resale Shares”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Registration Statement and related prospectus, the Articles of Incorporation of the Company, as amended, the Bylaws of the Company, as amended, the Amended and Restated Certificate of Designation of Rights and Preferences of the Series C Convertible Preferred Stock (the “Certificate of Designation”), specimen common stock certificates, and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Resale Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.
2. The Conversion Shares have been duly authorized by all necessary corporate action of the Company and, upon their issuance and delivery in the manner contemplated by the terms of the Certificate of Designation, will be validly issued, fully paid and nonassessable.
3. When the Warrant Shares initially issuable upon exercise of the Warrants shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalf of the Warrant holders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Warrants, the Warrant Shares will have been duly authorized by all necessary corporate action of the Company, and will be validly issued, fully paid and nonassessable.
4. The Debt Conversion Shares have been duly authorized by all necessary corporate action of the Company and when issued and delivered upon conversion of the convertible debt in accordance with the provisions of applicable convertible debt instruments, will be validly issued, fully paid and nonassessable.
Our opinions expressed herein is limited to the federal laws of the United States, the laws of the State of Wyoming. The opinions expressed herein are based upon the federal laws of the United States and the laws of the State of Wyoming in effect on the date hereof and as of the effective date of the Registration Statement. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Sincerely,
Law Office of Anthony F. Newton
/s/ Anthony F. Newton
For the Firm
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the inclusion of our report dated March 30, 2026, in Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 333-293534) with respect to our audits of the consolidated balance sheets of CitroTech Inc. (formerly known as General Enterprise Ventures, Inc.) (the “Company”) as of December 31, 2025, and the related statements of operations, changes in stockholders’ (deficit) equity, and cash flows for year ended year ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”).
We also consent to the Company’s reference to WWC, P.C., as an independent registered public accounting firm, as “Experts” in matters of accounting and auditing under the heading “EXPERTS” in Amendment No. 1 to the Registration Statement on Form S-1.
| /s/ WWC, P.C. | |
San Mateo, California April 8, 2026 |
WWC, P.C. Certified Public Accountants PCAOB ID: 1171 |
