CitroTech Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CitroTech Inc. (NYSE American: CITR) on May 28, 2026. The filing reports the entry into material definitive agreements regarding the restructuring of the company's preferred stock capitalization.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The report focuses exclusively on a capital restructuring transaction.
Material Changes
On May 28, 2026, CitroTech Inc. entered into Stock Exchange and Stockholders Agreements with holders of its Series A Preferred Stock. Key transaction details include:
- Reacquisition: The Company reacquired all 1,666,667 outstanding shares of Series A Preferred Stock.
- Issuance to BoltRock Holdings, LLC (BRH): 103,558 shares of Series C Convertible Preferred Stock were issued at closing.
- Issuance to TC Special Investments LLC (TCSI): The Company agreed to issue 467,012 shares of Series C Preferred Stock 18 months after closing, unless triggered earlier by a change of control (defined to include the appointment of Theodore S. Ralston to the board).
- Capital Structure Impact: Following the transaction, no shares of Series A Preferred Stock remain outstanding.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or management commentary on operational outlook. The Exchange Agreements grant Holders specific rights, including:
- Board designation or observer rights while maintaining 10% ownership.
- Registration rights for the Series C Preferred Stock.
- Limited consent rights for BRH for a period following closing.
The issuance of securities relied on the exemption from registration under Section 4(a)(2) of the Securities Act.
Investor Verification Checklist
- Verify the full terms of the Series C Convertible Preferred Stock, including conversion rates and liquidation preferences, in Exhibits 10.1 and 10.2.
- Confirm the specific conditions and timeline for the issuance of the 467,012 shares to TCSI.
- Review the definition of "change of control" within the TCSI agreement to understand the trigger for early issuance.
- Assess the impact of the new Series C Preferred Stock on the company's future dilution profile and voting control.