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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):
October 21, 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 October 21, 2026, CitroTech Inc., a
Wyoming corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with
Univest Securities, LLC, as representative of the underwriters listed on Schedule A thereto (the “Representative”) in connection
with the public offering of 2,240,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”)
at a public offering price of $2.50 per share (the “Public Offering Price”).
Pursuant to the Underwriting Agreement,
the Company also granted the Representative a 45-day option to purchase up to 336,000 shares of Common Stock at the Public Offering Price,
less the underwriting discount.
Pursuant to the Underwriting Agreement,
the Company paid to the underwriters an underwriting discount of 7.0% of the gross proceeds of the offering, and reimbursed the Representative
for $50,000 of its actual and accountable out-of-pocket expenses related to the offering, including any fees and disbursements of the
Representative’s legal counsel.
The foregoing description of the Underwriting
Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed
as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
This report does not constitute an offer
to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or jurisdiction.
Item 7.01 Regulation FD Disclosure.
On October 21, 2026, the Company issued a press
release announcing that it had priced the underwritten public offering described in Item 1.01 of this Current Report on Form 8-K. The
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On October 22, 2026, the Company issued a press
release announcing that it had closed the underwritten public offering described in Item 1.01 of this Current Report on Form 8-K. The
press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including
Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated
by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except
as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement dated October 21, 2026, by and between CitroTech Inc. and Univest Securities, LLC |
| 99.1 |
|
Press Release dated October 21, 2026 |
| 99.2 |
|
Press Release dated October 22, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: October 22, 2026 |
By: |
/s/ Wesley J. Bolsen |
|
| |
Name:
Title: |
Wesley J. Bolsen
Chief Executive Officer |
|
Exhibit 99.1
CitroTech Inc.
Announces Pricing of $5.6 Million Public Offering
GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--CitroTech Inc. (NYSE AM:
CITR) (“CitroTech” or the “Company”), a specialty chemical company developing environmentally responsible fire-inhibitor
solutions, today announced the pricing of an underwritten public offering of 2,240,000 shares of common stock at a public offering price
of $2.50 per share. The Company expects to receive aggregate gross proceeds of approximately $5.6 million, before deducting underwriting
discounts and commissions and estimated offering expenses payable by the Company. In addition, the Company has granted the underwriter
a 45-day option to purchase up to an additional 336,000 shares of common stock at the public offering price, less underwriting discounts
and commissions.
The offering is expected to close on or about October 22, 2026, subject
to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital
and other general corporate purposes.
Univest Securities, LLC is acting as sole book-running manager for
the offering.
This public offering is being made by the Company pursuant to a registration
statement on Form S-1 (File No. 333-299155), which was declared effective by the United States Securities and Exchange Commission (the
“SEC”) on October 20, 2026. The offering is being made only by means of a prospectus. Copies of the final prospectus relating
to the offering, when available, may be obtained from Univest Securities, LLC at info@univest.us or by calling (212) 343-8888. The final
prospectus, when available, will also be filed with the SEC and will be available on the SEC’s website at https://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About CitroTech Inc.
CitroTech Inc. (NYSE AM: CITR) is manufacturing and deploying the CitroTech
family of innovative, environmentally safe fire prevention solutions for homes, wood products, and wildfire prevention and asset protection.
CitroTech is the only long-term fire inhibitor recognized by the EPA Safer Choice program and tested to UL Greenguard Gold standards,
providing effective and scientifically validated wildfire mitigation while safeguarding human and environmental health. The company's
growing patent portfolio, recurring-revenue model, and scalable approach support its long-term growth and market expansion. For more information,
visit CitroTech.com.
Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking
statements.” These forward-looking statements represent CitroTech’s expectations or beliefs concerning future events, and
it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to
risks, uncertainties and other factors, many of which are outside of CitroTech’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking statements. These include, but are not limited to, statements regarding the
closing of the offering and the intended use of proceeds therefrom.
Any forward-looking statement speaks only as of the date on which it
is made, and, except as required by law, CitroTech does not undertake any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for CitroTech
to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary
statements included in the Company’s filings with the SEC, including the prospectus relating to the offering, which could cause
the Company’s actual results to differ materially from those contained in any forward-looking statement.
Media & Investor Contact:
CitroTech Inc.
Annabelle Barbara
Antenna Group
CitroTech@antennagroup.com
(201) 916-0313
Investor Relations Contact:
Brett Maas, Managing Principal
Hayden IR, LLC
CITR@haydenir.com
(480) 861-2425
Exhibit 99.2
CitroTech Inc.
Announces Closing of $5.6 Million Public Offering
GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--CitroTech Inc. (NYSE AM:
CITR) (“CitroTech” or the “Company”), a specialty chemical company developing environmentally responsible fire-inhibitor
solutions, today announced the closing of an underwritten public offering of 2,240,000 shares of common stock at a public offering price
of $2.50 per share. The aggregate gross proceeds from the offering were approximately $5.6 million, before deducting underwriting discounts
and commissions and estimated offering expenses payable by the Company. In addition, the Company has granted the underwriter a 45-day
option to purchase up to an additional 336,000 shares of common stock at the public offering price, less underwriting discounts and commissions.
The Company intends to use the net proceeds from the offering for working
capital and other general corporate purposes.
Univest Securities, LLC acted as sole book-running manager for the
offering.
This public offering was made by the Company pursuant to a registration
statement on Form S-1 (File No. 333-299155), which was declared effective by the United States Securities and Exchange Commission (the
“SEC”) on October 20, 2026. The offering was made only by means of a prospectus. Copies of the final prospectus relating to
the offering may be obtained from Univest Securities, LLC at info@univest.us or by calling (212) 343-8888. The final prospectus relating
to the offering has been filed with the SEC and will be available on the SEC’s website at https://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About CitroTech Inc.
CitroTech Inc. (NYSE AM: CITR) is manufacturing and deploying the CitroTech
family of innovative, environmentally safe fire prevention solutions for homes, wood products, and wildfire prevention and asset protection.
CitroTech is the only long-term fire inhibitor recognized by the EPA Safer Choice program and tested to UL Greenguard Gold standards,
providing effective and scientifically validated wildfire mitigation while safeguarding human and environmental health. The company's
growing patent portfolio, recurring-revenue model, and scalable approach support its long-term growth and market expansion. For more information,
visit CitroTech.com.
Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking
statements.” These forward-looking statements represent CitroTech’s expectations or beliefs concerning future events, and
it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to
risks, uncertainties and other factors, many of which are outside of CitroTech’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking statements. These include, but are not limited to, statements regarding the
Company’s intended use of the net proceeds from the offering.
Any forward-looking statement speaks only as of the date on which it
is made, and, except as required by law, CitroTech does not undertake any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for CitroTech
to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary
statements included in the Company’s filings with the SEC, including the prospectus relating to the offering, which could cause
the Company’s actual results to differ materially from those contained in any forward-looking statement.
Media & Investor Contact:
CitroTech Inc.
Annabelle Barbara
Antenna Group
CitroTech@antennagroup.com
(201) 916-0313
Investor Relations Contact:
Brett Maas, Managing Principal
Hayden IR, LLC
CITR@haydenir.com
(480) 861-2425
