false
0000894556
0000894556
2026-04-17
2026-04-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
April 17, 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
CitroTech Inc., a Wyoming corporation
(the “Company”), and Hexion Inc., a New Jersey corporation (“Hexion”), formed HexiTech LLC, a Delaware limited
liability company (“HexiTech”), to facilitate a joint venture to develop, manufacture, commercialize and sell products incorporating
the Company’s fire-retardant intellectual property within a defined field of use, utilizing Hexion’s manufacturing and commercialization
capabilities.
Limited Liability Company Agreement
On April 17, 2026, the Company and Hexion
entered into a limited liability company agreement governing HexiTech (the “LLC Agreement”), pursuant to which the Company
and Hexion were admitted as 50% members of HexiTech. The LLC Agreement provides that the Company will contribute to HexiTech the right
to use certain of its fire suppression, fire retardant, fire resistant, and adjacent technologies (the “FR IP”) for use within
a defined field of use pursuant to the IP License Agreement described below, and that Hexion will contribute certain assets pursuant to
a separate contribution agreement.
HexiTech is managed by a board of managers
(the “Board”) consisting of one designee of each member and an independent manager. Certain fundamental actions require approval
of both the Company-designated manager and the Hexion-designated manager.
The members are required to fund additional
capital contributions on a pro rata basis as approved by the Board, subject to HexiTech’s approved budget. If a member fails to
timely fund a required capital contribution, the non-defaulting member may advance the unpaid amount as an interest-bearing loan repayable
from distributions otherwise payable to the defaulting member. If the Company is the non-contributing member and fails to repay any such
advance within 180 days, Hexion’s call option rights with respect to the Company’s membership interest are accelerated, permitting
Hexion to purchase the Company’s interest in HexiTech in accordance with the LLC Agreement, net of any unpaid loan amounts. In addition,
and notwithstanding the above, Hexion has agreed to provide the Company with advances of up to $6.0 million prior to December 31, 2027
to fund the Company’s capital contribution obligations, subject to specified interest, 18-month repayment terms, and distribution
priority provisions.
Distributions are generally made on a
pro rata basis, subject to priority repayment of outstanding advances and a performance-based reallocation pursuant to which Hexion is
entitled to receive 85% of distributions until specified commercialization targets are met. The LLC Agreement also contains customary
transfer restrictions (including restrictions on transfers to specified persons) and provides certain put/call and other exit rights and
remedies in specified circumstances.
The foregoing summary of the LLC Agreement
does not purport to be complete and is qualified in its entirety by reference to the LLC Agreement, attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Intellectual Property License Agreement
On April 17, 2026, the Company entered
into an Intellectual Property License Agreement (the “IP License Agreement”) with HexiTech and Mighty Fire Breaker, LLC, an
Ohio limited liability company, pursuant to which the Company granted HexiTech a royalty-free (except as described below), exclusive,
worldwide, irrevocable license to the FR IP within the defined field of use.
If the Company exits the joint venture
pursuant to the terms of the LLC Agreement, the IP License Agreement provides that the license will continue on a perpetual basis, subject
to a continuing royalty on net sales of licensed products, in the high-teens to the low twenties percentage range, as set forth in the
IP License Agreement.
The foregoing summary of the IP License
Agreement does not purport to be complete and is qualified in its entirety by reference to the IP License Agreement, attached as Exhibit
10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| 10.1† |
|
Limited Liability Company Agreement of HexiTech LLC, dated April 17, 2026, by and between CitroTech Inc. and Hexion Inc. |
| 10.2† |
|
Intellectual Property License Agreement, dated April 17, 2026, by and among CitroTech Inc., Mighty Fire Breaker, LLC and HexiTech LLC |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
† Certain portions of this exhibit have
been redacted pursuant to Regulation S-K Item 601(b)(10)(iv). The registrant hereby agrees to furnish supplementally an unredacted copy
of the exhibit to the SEC upon its request.
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: April 21, 2026 |
By: |
/s/ Wesley J. Bolsen |
|
| |
Name:
Title: |
Wesley J. Bolsen
Chief Executive Officer |
|
