CitroTech (NYSE: CITR) retires Series A and issues new Series C preferred

Rhea-AI Filing Summary

CitroTech Inc. entered into Stock Exchange and Stockholders Agreements with holders of its Series A Preferred Stock. The company reacquired 1,666,667 Series A shares and, at closing, issued 103,558 shares of new Series C Convertible Preferred Stock to BoltRock Holdings, LLC, with a further 467,012 Series C shares to be issued to TC Special Investments LLC 18 months after closing or earlier upon certain change-of-control events.

After these exchanges, no Series A Preferred Stock remains outstanding. The agreements grant the holders board designation or observer rights while they remain 10% holders, registration rights for the Series C Preferred Stock, and limited consent rights for BoltRock for a period after closing. CitroTech reported these issuances under the unregistered equity sales item and relied on the Section 4(a)(2) exemption of the Securities Act.

Insights

Capital structure analyst

CitroTech restructures preferred stock, replacing Series A with new Series C.

CitroTech exchanged 1,666,667 shares of Series A Preferred Stock for 103,558 Series C shares at closing and 467,012 Series C shares issuable later to two institutional holders. This eliminates the Series A class and concentrates preferred ownership in BoltRock Holdings and TC Special Investments.

The Exchange Agreements add governance features: board designation or observer rights while the investors hold at least 10%, registration rights on the Series C Preferred Stock, and limited consent rights for BoltRock for a post-closing period. These terms shape how preferred holders can influence future decisions.

The company treated the issuances as unregistered sales under Item 3.02 and relied on the Section 4(a)(2) private offering exemption. Future disclosures in company filings may clarify how these rights interact with common stockholder governance and any subsequent change-of-control events that could accelerate the second Series C issuance.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Series A reacquired: 1,666,667 shares Series C issued to BoltRock: 103,558 shares Series C to be issued to TCSI: 467,012 shares +3 more

6 metrics

Series A reacquired 1,666,667 shares Series A Preferred Stock reacquired under Exchange Agreements

Series C issued to BoltRock 103,558 shares Series C Preferred Stock issued at closing to BoltRock Holdings, LLC

Series C to be issued to TCSI 467,012 shares Series C Preferred Stock agreed to be issued 18 months after closing

Delay to second issuance 18 months Time after closing when TCSI Series C shares are scheduled to be issued

Ownership threshold for rights 10% holders Board designation or observer rights apply while holders remain 10% holders

Exchange Agreement date May 28, 2026 Date CitroTech entered into Stock Exchange and Stockholders Agreements

Key Terms

Material Definitive Agreement, Series C Convertible Preferred Stock, registration rights, board designation or observer rights, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Series C Convertible Preferred Stock financial

"issued 103,558 shares of Series C Convertible Preferred Stock, par value $0.0001"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

registration rights financial

"provide the Holders with certain board designation or observer rights while they remain 10% holders, registration rights"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

board designation or observer rights financial

"provide the Holders with certain board designation or observer rights while they remain 10% holders"

Section 4(a)(2) of the Securities Act regulatory

"relied on the exemption from registration available under Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

change of control financial

"unless issued earlier in connection with a change of control of the Company"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2026

CitroTech Inc.

(Exact name of registrant as specified in its charter)

Wyoming		001-42983		87-2765150
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6400 S. Fiddlers Green Cir., Suite 300

Greenwood Village, CO 80111

(Address of principal executive offices) (zip code)

(800) 401-4535

(Registrant’s telephone number, including area code)

________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CITR		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 28, 2026, CitroTech Inc., a Wyoming corporation (the “Company”), entered into Stock Exchange and Stockholders Agreements (the “Exchange Agreements”) with the holders (the “Holders”) of the Company’s outstanding Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). Pursuant to the Exchange Agreements, the Company reacquired an aggregate of 1,666,667 shares of Series A Preferred Stock. At closing, the Company issued 103,558 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), to BoltRock Holdings, LLC (“BRH”), and agreed to issue 467,012 shares of Series C Preferred Stock to TC Special Investments LLC (“TCSI”) on the date that is 18 months after closing, unless issued earlier in connection with a change of control of the Company which, under the TCSI Exchange Agreement, includes the appointment of Theodore S. Ralston to the Company’s board of directors (collectively, the “Exchange Shares”). Following the consummation of the transactions contemplated by the Exchange Agreements, no shares of Series A Preferred Stock remain outstanding.

The Exchange Agreements contain representations, warranties and covenants and, among other things, provide the Holders with certain board designation or observer rights while they remain 10% holders, registration rights with respect to the Series C Preferred Stock, and, in the case of BRH, certain limited consent rights for a period following closing.

The foregoing description of the terms of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Exchange Shares issued at closing and the Exchange Shares issuable pursuant to the Exchange Agreements have been registered under the Securities Act or any state securities laws. The Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act in connection with the issuance of securities pursuant to the Exchange Agreements.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Stock Exchange and Stockholders Agreement, dated May 28, 2026, by and between CitroTech Inc. and BoltRock Holdings, LLC
10.2		Stock Exchange and Stockholders Agreement, dated May 28, 2026, by and between CitroTech Inc. and TC Special Investments LLC
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CitroTech Inc.
Date: June 1, 2026	By:	/s/ Wesley J. Bolsen
	Name: Title:	Wesley J. Bolsen Chief Executive Officer

3

FAQ

What capital structure change did CitroTech (CITR) announce in this 8-K?

CitroTech eliminated its Series A Preferred Stock by exchanging 1,666,667 Series A shares for new Series C Convertible Preferred Stock. After the transaction, no Series A shares remain outstanding, and preferred interests are consolidated into the newly created Series C series.

How many Series C Preferred shares did CitroTech (CITR) issue and agree to issue?

CitroTech issued 103,558 Series C Preferred shares to BoltRock Holdings at closing and agreed to issue 467,012 Series C Preferred shares to TC Special Investments 18 months after closing, or earlier if specified change-of-control events occur under the TCSI Exchange Agreement.

Who are the investors receiving CitroTech’s new Series C Preferred Stock?

The new Series C Preferred Stock goes to two institutional holders: BoltRock Holdings, LLC receives 103,558 shares at closing, and TC Special Investments LLC is scheduled to receive 467,012 shares based on the timing and change-of-control conditions defined in its Exchange Agreement.

What rights do Series C Preferred holders receive under CitroTech’s Exchange Agreements?

While they remain 10% holders, the Series C investors receive board designation or observer rights and registration rights for their Series C Preferred Stock. BoltRock Holdings also receives certain limited consent rights for a period following closing, giving it a say on specified corporate actions.

How were CitroTech’s Series C Preferred issuances treated under securities laws?

CitroTech reported the Series C issuances under the unregistered sales of equity securities item and relied on the Section 4(a)(2) exemption of the Securities Act. This exemption applies to private offerings that are not made through a public securities offering process.

What triggers early issuance of Series C shares to TC Special Investments at CitroTech?

The 467,012 Series C shares for TC Special Investments are due 18 months after closing but can be issued earlier if a change of control occurs. Under the TCSI Exchange Agreement, a qualifying change of control includes appointing Theodore S. Ralston to CitroTech’s board of directors.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT BETWEEN CITROTECH AND BOLTROCK HOLDING 71.1 KB
• EX-10.2 STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT BY AND BEWTEEN CITROTECH AND TC SPECIA 66.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB