CitroTech (CITR) counsel reports indirect Series C preferred convertible into shares

Rhea-AI Filing Summary

CitroTech Inc. General Counsel Newton Anthony F filed an initial ownership report showing an indirect position in Series C Convertible Preferred Stock. This security is convertible at any time, at the holder’s option, into common shares at a stated 3.3333-to-1 ratio and has no expiration date.

The filing indicates an indirect interest in preferred shares that are convertible into 83,333 shares of common stock. These securities are held by the Newshell Family Trust, where the reporting person’s spouse is a trustee and beneficiary, and the reporting person disclaims beneficial ownership except for any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Newton Anthony F

(Last) (First) (Middle)

C/O CITROTECH INC.

6400 S. FIDDLER GREEN CIR, SUITE 300

(Street)

GREENWOOD VILLAGE COLORADO 80111

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2025

3. Issuer Name and Ticker or Trading Symbol
CitroTech Inc. [ CITR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock, par value $0.0001	(1)	(1)	Common Stock, par value $0.0001	83,333	(1)	I	See footnote(2)

Explanation of Responses:

1. Each share of Series C Convertible Preferred Stock is convertible at any time and from time to time at the option of the holder into 3.3333 shares of common stock, par value $0.0001 per share, of the Issuer. The Series C Convertible Preferred Stock has no expiration date.

2. These shares are held directly by the Newshell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein.

Remarks:

All figures reflect the Issuer's 1-for-6 reverse stock split effective August 27, 2025.

	/s/ Anthony Newton	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does CitroTech (CITR) General Counsel report on this Form 3?

CitroTech’s General Counsel reports an indirect interest in Series C Convertible Preferred Stock. This preferred stock can be converted into 83,333 shares of common stock, reflecting an existing holding rather than a new market transaction or trade.

How many CitroTech (CITR) common shares are underlying the reported preferred stock?

The reported Series C Convertible Preferred Stock is convertible into 83,333 shares of CitroTech common stock. The conversion ratio is 3.3333 common shares for each preferred share, and the preferred stock has no stated expiration date.

Who actually holds the CitroTech (CITR) securities reported by Newton Anthony F?

The securities are held by the Newshell Family Trust, a family trust where the reporting person’s spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the trust’s holdings except for any pecuniary interest he may have.

Is this CitroTech (CITR) Form 3 a buy or sell transaction?

The Form 3 does not report a buy or sell transaction. It is an initial statement of beneficial ownership, listing an existing indirect holding of Series C Convertible Preferred Stock convertible into common shares, without indicating any recent trade activity.

What are the key terms of CitroTech’s Series C Convertible Preferred Stock?

Each Series C Convertible Preferred share is convertible at any time, at the holder’s option, into 3.3333 shares of CitroTech common stock. The Series C Convertible Preferred Stock has no expiration date, making it an ongoing potential source of common shares.