Business Context and Reporting Period
This Form 8-K is filed by General Enterprise Ventures, Inc. (not Citrotech Inc.) for the reporting period ending September 30, 2025. The filing discloses a material definitive agreement involving a Private Investment in Public Equity (PIPE) offering and significant changes to the company's board of directors and executive leadership.
Key Financial Metrics and Capital Structure
- Capital Raised: The Company sold 420,937 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $6,314,062.
- Pro Forma Shareholder Equity: Adjusted for the PIPE Offering and other transactions through September 30, 2025, pro forma shareholder equity is $11,600,000.
- Common Shares Outstanding: 17,552,912 shares.
- Free Float: 9,659,926 shares.
- Preferred Stock Outstanding: 589,271 shares of Series C Preferred Stock (including the new issuance).
- Warrants Issued:
- PIPE Warrants: To purchase up to 701,563 shares of Common Stock at an exercise price of $6.00 per share, expiring in five years.
- Placement Agent Warrants: To purchase shares equal to 5% of the total Common Stock issuable upon conversion/exercise, with an exercise price of $7.20 per share.
- Transaction Costs: The Company paid an 8% cash fee and a 1% expense reimbursement to the placement agent (Univest Securities, LLC), plus $350,000 in legal fees.
Note: The filing does not provide specific revenue, net income, operating cash flow, or debt figures for the period.
Material Changes and Corporate Governance
- Leadership Resignations:
- John Costa resigned as a Director effective September 15, 2025.
- Thedore Ralston resigned as Chief Executive Officer and President effective October 1, 2025.
- Leadership Appointments:
- Wesley J. Bolsen was appointed to the Board of Directors on September 15, 2025, and named Chief Executive Officer effective October 1, 2025.
- Executive Compensation: Mr. Bolsen's employment agreement includes a base salary of $300,000 annually, a signing bonus of 6,250 shares of Series C Preferred Stock, and potential additional equity based on market capitalization milestones.
Outlook, Risks, and Unusual Items
- Unregistered Securities: The Series C Preferred Stock, PIPE Warrants, and Placement Agent Warrants were sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and are not registered with the SEC. There is no trading market for these securities, and the Company does not intend to list them.
- Forward-Looking Statements: The filing contains forward-looking statements regarding expected benefits and investments, which are subject to risks and uncertainties that may cause actual results to differ materially.
- Management Commentary: The resignations of Mr. Costa and Mr. Ralston were not the result of any disagreements with the Company regarding operations, policies, or practices.
Investor Verification Checklist
- Verify the pro forma equity calculation of $11.6 million against the actual balance sheet as of June 30, 2025, and subsequent debt/equity transactions.
- Confirm the dilution impact of the 420,937 Series C shares (convertible at 3.3333:1) and the 701,563 PIPE Warrants on existing common shareholders.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Placement Agency Agreement (Exhibit 10.2) for covenants and restrictions.
- Assess the strategic fit and track record of the new CEO, Wesley J. Bolsen, particularly regarding his recent exit from Imidex Inc.
- Monitor for any future registration statements required to allow trading of the newly issued securities.