[S-1/A] CitroTech Inc. Amends IPO Registration Statement
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As filed with the Securities and Exchange Commission on September 30, 2026.
Registration No. 333-299155
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
to
FORM
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| (Exact name of registrant as specified in its charter) |
|
(State or jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Wesley J. Bolsen, Chief Executive Officer
CitroTech Inc.
6400 S. Fiddlers Green Cir., Suite 300
Greenwood Village, Colorado 80111
(800) 401-4535
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With Copies to:
| Anthony F. Newton | David E. Danovitch, Esq. |
| Law Office of Anthony F. Newton | Michael DeDonato, Esq. |
| 8810 Luray Court | Sullivan & Worcester LLP |
| Rosenberg, Texas 77469 | 1251 Avenue of the Americas, 19th Floor |
| +1 (832) 452-0269 | New York, NY 10020 |
| (212) 660-3060 |
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-299155) is filed solely to amend Item 16 of Part II thereof and to file certain exhibits thereto. This Amendment No. 1 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.
Item 16. Exhibits and Financial Statement Schedules
(i) Exhibits.
See the Exhibit index on the page immediately preceding the signature page for a list of exhibits filed as part of this registration statement, which Exhibit index is incorporated herein by reference.
(ii) Financial statement schedules.
All financial statement schedules are omitted because they are not required or are not applicable, or the information is otherwise set forth in the consolidated financial statements and related notes thereto.
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EXHIBIT INDEX
| Incorporated by Reference | ||||||||
Exhibit Number |
Exhibit Description | Form | Exhibit | Filing Date | ||||
| 1.1 | Form of Underwriting Agreement | S-1 | 1.1 | 9/28/2026 | ||||
| 3.1 | Articles of Domestication/Articles of Incorporation | 10-K | 3.1 | 4/15/2024 | ||||
| 3.2 | Amendment to Articles of Incorporation | 10-K | 3.2 | 3/31/2025 | ||||
| 3.3 | Amendment to Articles of Incorporation | 8-K | 3.1 | 9/10/2025 | ||||
| 3.4 | Amended and Restated Bylaws | 10-Q | 3.4 | 11/12/2025 | ||||
| 3.5 | Second Amended and Restated Designations and Preferences of Series A Preferred Stock | 10-K | 3.4 | 3/31/2025 | ||||
| 3.6 | Amended and Restated Designations and Preferences of Series C Convertible Preferred Stock | 10-K | 3.5 | 3/31/2025 | ||||
| 3.7 | Articles of Amendment to the Articles of Incorporation | 8-K | 3.1 | 1/28/2026 | ||||
| 3.8 | Certificate of Name Change | 8-K | 3.2 | 1/28/2026 | ||||
| 4.1 | Form of Warrant Agreement issued with Convertible Note, dated July 2024 | S-1 | 4.2 | 10/11/2024 | ||||
| 4.2 | Form of Convertible Note, dated July 2024 | S-1 | 4.3 | 10/11/2024 | ||||
| 4.3 | Warrant Agreement dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC | S-1 | 4.4 | 5/27/2025 | ||||
| 4.4 | Form of Warrant Agreement dated March 7, 2025, by and between the Company and its Placement Agents | S-1 | 4.5 | 5/27/2025 | ||||
| 4.5 | Form of Warrant Agreement dated March 7, 2025, by and between the Company, and Univest Securities, LLC or Bradley Richmond | S-1 | 4.6 | 5/27/2025 | ||||
| 4.6 | Warrant Agreement (W-34) between the Company and Bradley Richmond | S-1 | 4.7 | 8/4/2025 | ||||
| 4.7 | Warrant Agreement (W-35) between the Company and Bradley Richmond | S-1 | 4.8 | 8/4/2025 | ||||
| 4.8 | Warrant Agreement (W-36) between the Company and Bradley Richmond | S-1 | 4.9 | 8/4/2025 | ||||
| 4.9 | Warrant Agreement (W-37) between the Company and Bradley Richmond | S-1 | 4.10 | 8/4/2025 | ||||
| 4.10 | Warrant Agreement (W-38) between the Company and Univest Securities, LLC | S-1 | 4.11 | 8/4/2025 | ||||
| 4.11 | Warrant Agreement dated April 7, 2026, by and between the Company and BoltRock Holdings, LLC | S-1/A | 4.11 | 4/9/2026 | ||||
| 4.12 | Form of PIPE Warrant | 8-K | 4.1 | 10/7/2025 | ||||
| 5.1 | Opinion of Law Office of Anthony F. Newton, regarding the validity of securities being registered | S-1 | 5.1 | 9/28/2026 | ||||
| 10.1 | Form of Subscription Agreement for Convertible Note. | S-1 | 10.1 | 10/11/2024 | ||||
| 10.2 | Membership Interest Purchase Agreement dated April 13, 2022 between MFB Ohio and Stephen Conboy | S-1 | 10.2 | 2/14/2025 | ||||
| 10.3* | Renewal of Partnership Choice Agreement between the EPA and Mighty Fire Breaker LLC | |||||||
| 10.4# | Employment Agreement by and between the Company and Joshua Ralston dated March 1, 2025. | S-1 | 10.5 | 5/27/2025 | ||||
| 10.5# | Consulting Agreement by and between the Company and Theodore Ralston dated April 1, 2025. | S-1 | 10.6 | 5/27/2025 | ||||
| 10.6# | Consulting Agreement by and between the Company and Nanuk Warman dated April 1, 2025. | S-1 | 10.7 | 5/27/2025 | ||||
| 10.7# | Consulting Agreement by and between the Company and Anthony Newton dated April 1, 2025. | S-1 | 10.8 | 5/27/2025 | ||||
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| 10.8 | Subscription Agreement dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC | S-1 | 10.9 | 5/27/2025 | ||||
| 10.9 | Convertible Note dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC | S-1 | 10.10 | 5/27/2025 | ||||
| 10.10 | Pledge Agreement dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC | S-1 | 10.11 | 5/27/2025 | ||||
| 10.11 | Limited Liability Company Agreement of HexiTech LLC, dated April 17, 2026, by and between CitroTech Inc. and Hexion Inc. | 8-K | 10.1 | 4/21/2026 | ||||
| 10.12 | Intellectual Property License Agreement, dated April 17, 2026, by and among CitroTech Inc., Mighty Fire Breaker, LLC and HexiTech LLC | 8-K | 10.2 | 4/21/2026 | ||||
| 10.13 | Stock Exchange and Stockholders Agreement between the Company and BoltRock Holdings, LLC | 8-K | 10.1 | 6/1/2026 | ||||
| 10.14 | Stock Exchange and Stockholders Agreement between the Company and TC Special Investments LLC | 8-K | 10.2 | 6/1/2026 | ||||
| 10.15 # | CitroTech Inc. 2026 Equity and Incentive Plan | 10-K | 10.17 | 3/30/2026 | ||||
| 10.16† | Transition Agreement, dated April 1, 2026, by and between the Company and Stephen Conboy | 8-K | 10.1 | 4/3/2026 | ||||
| 10.17 | Amendment No. 1 to Stock Exchange and Stockholders Agreement between the Company and BoltRock Holdings, LLC | 8-K | 10.1 | 9/14/2026 | ||||
| 10.18 | Amendment No. 1 to Stock Exchange and Stockholders Agreement between the Company and TC Special Investments LLC | 8-K | 10.2 | 9/14/2026 | ||||
| 10.19# | Separation Agreement by and between the Company and Joshua Ralston dated December 31, 2025 | 10-K | 10.3 | 3/30/2026 | ||||
| 10.20# | Employment agreement by and between the Company and Andrew Hotsko dated June 27, 2025 | S-1 | 10.6 | 2/17/2026 | ||||
| 10.21# | Employment agreement by and between the Company and Wesley Bolsen dated September 22, 2025 | S-1 | 10.7 | 2/17/2026 | ||||
| 10.22 | Form of Securities Purchase Agreement | 8-K | 10.1 | 10/7/2025 | ||||
| 10.23 | Placement Agent Agreement | 8-K | 10.2 | 10/7/2025 | ||||
| 10.24 | Contribution Agreement, dated August 22, 2025, by and between David Reese and Mighty Fire Breaker LLC | S-1 | 10.13 | 2/17/2026 | ||||
| 10.25 | Intellectual Property Purchase Agreement, dated December 23, 2025, by and between Breakthrough Chemistry, Inc. and General Enterprise Ventures, Inc. | S-1 | 10.14 | 2/17/2026 | ||||
| 10.26 | First Amendment to 10% Senior Secured Convertible Note dated February 27, 2026, by and between the Company and BoltRock Holdings, LLC | 10-K | 10.16 | 3/30/2026 | ||||
| 10.27 | Consulting Agreement by and between the Company and BoltRock Holdings, LLC dated September 30, 2025 | 10-K | 10.18 | 3/30/2026 | ||||
| 10.28 | Form of Placement Agent Warrant | 8-K | 10.3 | 10/7/2025 | ||||
| 14.1 | Code of Ethics | S-1 | 14.1 | 5/27/2025 | ||||
| 21.1 | List of Subsidiaries of CitroTech, Inc. | 10-K | 21.1 | 3/31/2025 | ||||
| 23.1 | Consent of WWC, P.C. | S-1 | 23.1 | 9/28/2026 | ||||
| 23.2 | Consent of Law Office of Anthony F. Newton (included in Exhibit 5.1) | S-1 | 23.2 | 9/28/2026 | ||||
| 24.1 | Power of Attorney (included on the signature page) | S-1 | 24.1 | 9/28/2026 | ||||
| 99.1 | GREENGUARD Gold Test Results | S-1 | 99.1 | 2/14/2025 | ||||
| 107 | Filing Fee Table | S-1 | 107 | 9/28/2026 | ||||
| * Filed herewith | ||||||||
| # Management contracts or compensatory plans, contracts or arrangements. | ||||||||
| †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. | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 30th day of September, 2026.
| CITROTECH, INC. | ||
| By: | /s/ Wesley J. Bolsen | |
| Name: | Wesley J. Bolsen | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Wesley J. Bolsen | Chief Executive Officer and Director | |||
| Wesley J. Bolsen | (Principal Executive Officer) | September 30, 2026 | ||
| /s/ Nanuk Warman | Secretary and Chief Financial Officer | |||
| Nanuk Warman | (Principal Financial Officer and Principal Accounting Officer) | September 30, 2026 | ||
| * | ||||
| Lorenzo Calinawan | Director | September 30, 2026 | ||
| * | ||||
| Craig Huff | Chairman | September 30, 2026 | ||
| * | ||||
| Michael Feigin | Director | September 30, 2026 |
* By: /s/ Wesley J. Bolsen
Wesley J. Bolsen
Attorney-in-fact
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