CitroTech Inc. (CITR) 10-K Summary: Fiscal Year Ended December 31, 2025
Business Context and Reporting Period
Company: CitroTech Inc. (formerly General Enterprise Ventures, Inc.)
Reporting Period: Fiscal year ended December 31, 2025.
Business Model: An environmentally sustainable specialty chemical company focused on fire inhibitor products for wildland fire defense, residential protection, and wood product treatment. The company holds EPA Safer Choice designation and UL GREENGUARD Gold certification.
Key Developments: The company expanded its patent portfolio, launched proactive wildfire defense systems (CitroSafe), and entered partnerships for Class A fire-rated lumber. It completed a reverse stock split (1-for-6) effective August 27, 2025, and changed its name from General Enterprise Ventures, Inc. to CitroTech Inc. in January 2026.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $2,381,407 | $808,372 |
| Net Loss | $(36,837,643) | $(6,881,722) |
| Operating Expenses | $18,877,398 | $6,113,050 |
| Other Expenses | $20,341,652 | $1,577,044 |
| Cash and Cash Equivalents (End of Period) | $6,268,591 | $775,133 |
| Working Capital | $5,245,800 | $(544,405) |
| Total Debt (Convertible Notes & Loans) | ~$3.02 million | ~$1.0 million |
| Accumulated Deficit | $(113,203,031) | $(76,365,388) |
Material Changes vs. Prior Period
- Revenue Growth: Revenue increased 195% to $2.38 million, driven by broader market adoption of CitroTech products, sales of residential CitroSafe systems, and direct spray application services following the January 2025 Los Angeles wildfires.
- Customer Concentration: Improved significantly; no single customer represented more than 10% of revenue in 2025 (down from four customers exceeding 10% in 2024). Top 5 customers accounted for 32.0% of revenue in 2025 versus 79.5% in 2024.
- Expense Surge: Operating expenses rose 209% to $18.9 million. This was primarily due to a 13,035% increase in payroll and management compensation ($9.85 million vs. $75,000) as the company built a full executive team, and a 182% increase in cost of revenue due to higher inventory and rent costs.
- Non-Operating Losses: Other expenses increased 1,190% to $20.3 million, driven by a $6.8 million loss on debt settlement, $2.0 million loss on fair value of derivative liabilities, and $8.7 million in financing expenses.
- Liquidity Improvement: Cash position improved from $0.78 million to $6.27 million following equity offerings in September and October 2025 that generated net proceeds of approximately $8.1 million.
Guidance, Outlook, and Risks
Outlook: Management anticipates revenue increases starting in the summer of 2026 due to the wildfire season. The company expects moderate increases in SG&A expenses as it approaches new markets. Existing cash resources are expected to fund operations through fiscal year 2026.
Material Risks:
- Profitability: The company has incurred losses since inception and cannot assure it will ever achieve or sustain profitability.
- Liquidity: Continued operations beyond 2026 depend on raising additional funds via equity or debt offerings, which may be dilutive or restrictive.
- Regulatory: Product usage on federal lands requires listing on the USFS Qualified Products List (QPL); failure to obtain or maintain this listing could limit market access.
- Internal Controls: Management identified material weaknesses in internal controls over financial reporting, specifically regarding segregation of duties and insufficient accounting policies.
- Concentration of Control: Theodore Ralston controls approximately 81% of the voting power via Series A Preferred Stock, limiting the influence of other stockholders.
Investor Verification Checklist
- Capital Runway: Verify the sufficiency of the $6.27 million cash balance to fund operations through 2026 given the high burn rate and lack of operating cash flow.
- Debt Obligations: Review the terms of the $2.0 million related-party convertible note (due April 2026) and other convertible notes, including conversion prices and potential dilution.
- Internal Controls: Assess the remediation plan for the identified material weaknesses in financial reporting and segregation of duties.
- Regulatory Status: Confirm the status of the USFS Qualified Products List (QPL) testing and EPA Safer Choice re-certification.
- Related Party Transactions: Scrutinize the significant related-party expenses, including the $2.1 million consulting fee to TC Special Investments, LLC and the $2.5 million financing expense to BoltRock Holdings, LLC.