CITR · CitroTech Inc.
Substantial doubt about the company's ability to continue as a going concern.
“These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year following the issuance date of these unaudited interim consolidated financial statements. To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity or debt securities, through arrangements with strategic partners. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all.”View the 10-Q filed May 15, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-05-29 | Ralston Theodore |
Director, President, CEO, 10% Owner |
Other↓
Filing footnotes — Series C Convertible Preferred Stock, par value $0.0001 (Direct)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. |
Series C Convertible Preferred Stock, par value $0.0001
|
13,334 |
| 2026-05-29 | Ralston Theodore |
Director, President, CEO, 10% Owner |
Other↑
Filing footnotes — Common Stock, par value $0.0001 (Direct)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. |
Common Stock, par value $0.0001
|
44,447 |
| 2026-05-29 | Ralston Theodore |
Director, President, CEO, 10% Owner |
Other↓
Filing footnotes — Common Stock, par value $0.0001 (Indirect)
The shares reported in this transaction were disposed of pursuant to the terms of a settlement agreement resolving litigation, at a price of $0.28 per share. These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares. |
Common Stock, par value $0.0001
(I)
|
600,000 |
| 2026-05-29 | Ralston Theodore |
Director, President, CEO, 10% Owner |
Gift↓
Filing footnotes — Common Stock, par value $0.0001 (Indirect)
These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares. |
Common Stock, par value $0.0001
(I)
|
105,000 |
| 2026-05-28 | HUFF CRAIG A |
Director, 10% Owner |
Award↑
Filing footnotes — Series C Convertible Preferred Stock (Indirect)
Each share of Series C Convertible Preferred Stock is convertible at any time and from time to time at the option of the holder into 3.3333 shares of common stock of the Issuer. Series C Convertible Preferred Stock has no expiration date. On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement, pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration. The securities are held directly by BoltRock. Craig Huff is the managing member of BoltRock and also serves on the board of directors of the Issuer. As a result, BoltRock may be deemed a director of the Issuer by deputization. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
Series C Convertible Preferred Stock
(I)
|
103,558 |
| 2026-05-28 | Ralston Theodore |
Director, President, CEO, 10% Owner |
Other↓
Filing footnotes — Series A Preferred Stock, par value $0.0001 (Indirect)
On May 28, 2026, the Issuer and TC Special Investments LLC entered into a Stock Exchange and Stockholder Agreement (the "TCSI Exchange Agreement"), pursuant to which the Issuer reacquired 1,364,141 shares of Series A Preferred Stock from TC Special Investments LLC. Under the TCSI Exchange Agreement, the Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments LLC on the date that is 18 months after closing, or earlier in connection with a change of control of the Issuer (which, as defined in the TCSI Exchange Agreement, includes the appointment of Theodore S. Ralston to the Issuer's board of directors). These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares. |
Series A Preferred Stock, par value $0.0001
(I)
|
1,364,141 |
| 2026-05-28 | HUFF CRAIG A |
Director, 10% Owner |
Other↓
Filing footnotes — Series A Preferred Stock (Indirect)
On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement, pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration. The securities are held directly by BoltRock. Craig Huff is the managing member of BoltRock and also serves on the board of directors of the Issuer. As a result, BoltRock may be deemed a director of the Issuer by deputization. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
Series A Preferred Stock
(I)
|
302,526 |
| 2026-04-28 | HUFF CRAIG A |
Director, 10% Owner |
Other↓
Filing footnotes — Convertible Note (Indirect)
The 10% Senior Secured Convertible Promissory Note (the "Note") was convertible, in whole but not in part, into shares of Common Stock at a conversion price of $2.40 per share, based on the outstanding principal amount plus all accrued and unpaid interest, at the Reporting Person's election or automatically upon the occurrence of certain events tied to the trading price of the Common Stock. The reported amount includes shares of Common Stock issuable upon the conversion of interest accruing at a rate of 10% per annum, payable in kind. The maturity date of the Note was extended to April 28, 2026, on February 27, 2026. The securities are held directly by BoltRock Holdings LLC ("BoltRock"). Craig Huff is the managing member of BoltRock. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
Convertible Note
(I)
|
0 |
| 2026-04-28 | HUFF CRAIG A |
Director, 10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
The 10% Senior Secured Convertible Promissory Note (the "Note") was convertible, in whole but not in part, into shares of Common Stock at a conversion price of $2.40 per share, based on the outstanding principal amount plus all accrued and unpaid interest, at the Reporting Person's election or automatically upon the occurrence of certain events tied to the trading price of the Common Stock. The reported amount includes shares of Common Stock issuable upon the conversion of interest accruing at a rate of 10% per annum, payable in kind. The maturity date of the Note was extended to April 28, 2026, on February 27, 2026. The securities are held directly by BoltRock Holdings LLC ("BoltRock"). Craig Huff is the managing member of BoltRock. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
Common Stock
(I)
|
940,799 |
| 2026-04-21 | Newton Anthony F |
General Counsel |
Other↓
Filing footnotes — Series C Convertible Preferred Stock (Indirect)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. These shares are held directly by the NewShell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein. |
Series C Convertible Preferred Stock
(I)
|
50,000 |
| 2026-04-21 | Newton Anthony F |
General Counsel |
Other↑
Filing footnotes — Common (Indirect)
These shares are held directly by the NewShell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein. |
Common
(I)
|
166,667 |
| 2026-04-16 | Warman Nanuk |
CFO / Secretary |
Other↑
|
Common
(I)
|
177,794 |
| 2026-04-16 | Warman Nanuk |
CFO / Secretary |
Other↓
Filing footnotes — Series C Convertible Preferred Stock (Indirect)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. |
Series C Convertible Preferred Stock
(I)
|
53,339 |
| 2026-04-07 | HUFF CRAIG A |
Director, 10% Owner |
Other↑
Filing footnotes — Warrant (Indirect)
In connection with the extension of the Note held by the Reporting Person, the Issuer issued the Reporting Person a warrant to purchase 46,250 shares of Common Stock at an exercise price of $3.00 per share. The warrant has a five-year term commencing on its date of issuance. The securities are held directly by BoltRock Holdings LLC ("BoltRock"). Craig Huff is the managing member of BoltRock. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
Warrant
(I)
|
46,250 |
| 2026-03-16 | Calinawan Lorenzo |
Director |
Award↑
|
Common Stock
|
41,667 |
| 2026-03-16 | HUFF CRAIG A |
Director, 10% Owner |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a compensatory grant of 41,667 shares of the Issuer's common stock for Mr. Huff's service as a member of the Issuer's board of directors. |
Common Stock
|
41,667 |
| 2025-10-21 | Warman Nanuk |
CFO / Secretary |
Buy↑
Filing footnotes — Warrant (Indirect)
In connection with the execution of the Securities Purchase Agreement, the Reporting Person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant to the Reporting Person. The Warrant Agreement entitles the Reporting Person to purchase from the Issuer up to 50% of the number of shares of Common Stock issuable upon full conversion of all the Series C Shares purchased by the Reporting Person, subject to the terms and conditions of the Warrant Agreement. The Warrant is exercisable at any time by the Reporting Person prior to its expiration, at $6 per share. |
Warrant
(I)
|
5,564 |
| 2025-10-21 | Warman Nanuk |
CFO / Secretary |
Buy↑
Filing footnotes — Series C Convertible Preferred Stock (Indirect)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. On October 21, 2025, the Reporting Person entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Issuer, pursuant to which the Reporting Person purchased 3,339 shares of Series C Convertible Preferred Stock (the "Series C Shares") for an aggregate purchase price of $50,080 ($15.00 per Series C Share). |
Series C Convertible Preferred Stock
(I)
|
3,339 |
| 2025-10-15 | Calinawan Lorenzo |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-10-15 | Calinawan Lorenzo |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-09-30 | BoltRock Holdings LLC |
10% Owner |
Buy↑
Filing footnotes — Warrant (Direct)
In connection with the execution of the Securities Purchase Agreement, the Reporting Person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant to the Reporting Person. The Warrant Agreement entitles the Reporting Person to purchase from the Issuer up to 50% of the number of shares of Common Stock issuable upon full conversion of all the Series C Shares purchased by the Reporting Person, subject to the terms and conditions of the Warrant Agreement. The Warrant is exercisable at any time by the Reporting Person prior to its expiration. |
Warrant
|
44,445 |
| 2025-09-30 | BoltRock Holdings LLC |
10% Owner |
Buy↑
Filing footnotes — Series C Convertible Preferred Stock (Direct)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. On September 30, 2025, the Reporting Person entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Issuer, pursuant to which the Reporting Person purchased 26,667 shares of Series C Convertible Preferred Stock (the "Series C Shares") for an aggregate purchase price of $400,000 ($15.00 per Series C Share). |
Series C Convertible Preferred Stock
|
26,667 |
| 2025-09-15 | Bolsen Wesley James |
Director, Chief Executive Officer |
Other↑
|
No Securities Owned
|
0 |
| 2025-09-03 | BoltRock Holdings LLC |
10% Owner |
Other↑
Filing footnotes — Common Stock (Direct)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. |
Common Stock
|
2,166,667 |
| 2025-09-03 | BoltRock Holdings LLC |
10% Owner |
Other↓
Filing footnotes — Series C Converticle Preferred Stock (Direct)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. |
Series C Converticle Preferred Stock
|
650,000 |
| 2025-07-21 | Hotsko Andrew |
Chief Operating Officer |
Other↑
|
No Securities Owned
|
0 |
| 2025-06-30 | BoltRock Holdings LLC |
10% Owner |
Other↑
Filing footnotes — Series C Convertible Preferred Stock (Direct)
Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. Represents shares of Series C Convertible Preferred Stock issued to the Reporting Person pursuant to an adjustment under the March 2025 Share Purchase Agreement to offset dilution from subsequent equity issuances. |
Series C Convertible Preferred Stock
|
69,007 |