CitroTech (NYSE: CITR) CTO exits role, becomes CEO advisor with royalty deal

Rhea-AI Filing Summary

CitroTech Inc. announced a leadership change and detailed a Transition Agreement with Chief Technology Officer Stephen Conboy. Effective March 31, 2026, he resigned as CTO and any other positions and became an outside advisor to the CEO during a 90-day transition period ending June 30, 2026.

During this period, he will not participate in internal management or day-to-day operations, but will assist with transferring relationships and information on inventions in development. In return, he will receive $10,000 per month, reimbursement of pre-approved expenses, and up to $200,000 of specified product advances.

After the transition, Mr. Conboy receives an exclusive right to sell specified products and systems in a defined Lake Tahoe/Truckee territory, subject to minimum gross sales thresholds of $500,000 in 2026 and $2,000,000 in 2027 and thereafter. He may buy products at preferred pricing and the parties will negotiate a separate affiliate agreement for commissions in that territory.

The agreement includes equity-related terms. If the Company closes at least $10,000,000 of outside financing, it may elect to purchase, or register for resale, up to $1,000,000 of his existing common shares and imposes limits on his post-transition share sales and ownership. Once annual gross revenue exceeds $10,000,000, the Company will deliver $1,500,000 worth of restricted common shares each year starting December 1 until a $7,500,000 royalty is fully satisfied, with offsets for product advances and ownership limits. The agreement also contains a broad release, confidentiality, restrictive covenants, non-disparagement, and remedies including potential liquidated damages. The Company states that his resignation did not result from any disagreement over operations, policies, or practices.

Insights

Corporate governance analyst

CitroTech restructures CTO role into an advisory and commercial partnership without signaling internal dispute.

CitroTech Inc. is transitioning former CTO Stephen Conboy from an executive role to an external advisor for a defined 90-day period, then into a territorial commercial partner. The filing emphasizes he will no longer participate in management or daily operations, clarifying a clean shift away from internal decision-making.

Economically, the package combines short-term cash and product advances with longer-term equity and royalty-style compensation. Key triggers include at least $10,000,000 in outside financing and annual gross revenue above $10,000,000, which then drive share-based royalty payments up to $7,500,000. These obligations scale with company performance and are limited by ownership caps.

Governance-wise, the agreement bundles a broad release of claims, confidentiality, non-disclosure, restrictive covenants, and non-disparagement, plus remedies including liquidated damages. The company explicitly states his resignation was not due to disagreements on operations, policies, or practices, framing this as a structured, negotiated transition rather than a contentious departure.

8-K Event Classification

3 items: 1.01, 5.02, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Transition period length: 90 days Monthly transition compensation: $10,000 per month Product advances cap: $200,000 +5 more

8 metrics

Transition period length 90 days From March 31, 2026 to June 30, 2026

Monthly transition compensation $10,000 per month Paid to Stephen Conboy during Transition Period

Product advances cap $200,000 Maximum value of specified products advanced to Conboy

2026 territory sales threshold $500,000 Minimum annual gross sales required in 2026

2027+ territory sales threshold $2,000,000 Minimum annual gross sales required from 2027 onward

Outside financing trigger $10,000,000 Minimum outside financing for equity repurchase/registration option

Share repurchase/registration cap $1,000,000 Maximum value of existing shares Company may buy or register

Royalty via restricted shares $7,500,000 total; $1,500,000 annually Restricted shares delivered annually once revenue exceeds $10,000,000

Key Terms

Transition Agreement, restricted common shares, royalty, non-disparagement, +2 more

6 terms

Transition Agreement financial

"entered into a Transition Agreement (the “Transition Agreement”) with Stephen Conboy"

restricted common shares financial

"the Company will deliver to Mr. Conboy $1,500,000 worth of restricted common shares"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

royalty financial

"until a $7,500,000 royalty is satisfied, the Company will deliver to Mr. Conboy"

A royalty is a payment made to the owner of a resource or asset—such as a patent, mineral rights, or creative work—whenever others use or profit from it. For investors, royalties provide a steady stream of income without owning the entire asset, similar to earning a small commission each time a product is sold or a service is used. This makes royalties an important factor in valuing certain types of investments.

non-disparagement financial

"contains confidentiality, non-disclosure, restrictive covenant, and non-disparagement provisions"

liquidated damages financial

"specified remedies, including liquidated damages in certain circumstances"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

exclusive right to sell financial

"provides Mr. Conboy an exclusive right to sell specified Company products and systems"

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): March 31, 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 April 1, 2026, CitroTech Inc. (the “Company”) entered into a Transition Agreement (the “Transition Agreement”) with Stephen Conboy, pursuant to which Mr. Conboy transitioned from his role as the Company’s Chief Technology Officer to an outside advisor to the Company’s Chief Executive Officer. The Transition Agreement provides for a 90-day transition period beginning March 31, 2026 and ending June 30, 2026 (the “Transition Period”).

During the Transition Period, Mr. Conboy will not participate in the Company’s internal management or day-to-day operations and will not have authority to bind the Company, and he will assist with transitioning relationships and delivering information regarding inventions in development. In consideration of Mr. Conboy’s compliance with the Transition Agreement, the Company will pay Mr. Conboy $10,000 per month during the Transition Period and reimburse pre-approved out-of-pocket expenses. The Company will also advance up to $200,000 worth of specified products.

Following the Transition Period, the Transition Agreement provides Mr. Conboy an exclusive right to sell specified Company products and systems within a defined geographic carve-out area near North Lake Tahoe, South Lake Tahoe and Truckee, California, subject to minimum annual gross sales thresholds ($500,000 in 2026 and $2,000,000 in 2027 and thereafter) and the Company’s audit rights. The Transition Agreement further provides that, following the Transition Period, Mr. Conboy may purchase specified products from the Company at preferred pricing.

The Transition Agreement also includes certain equity-related provisions, including that upon the Company closing outside financing of at least $10,000,000, the Company may elect to purchase, or register for resale, up to $1,000,000 of Mr. Conboy’s existing shares of Company common stock, and provides limitations on Mr. Conboy’s post-transition share sales and ownership. In addition, beginning December 1 of the year the Company exceeds $10,000,000 in gross revenue (and annually thereafter) until a $7,500,000 royalty is satisfied, the Company will deliver to Mr. Conboy $1,500,000 worth of restricted common shares, subject to offsets for prior product advances and ownership limitations. The parties also agreed to negotiate in good faith with an entity controlled by Mr. Conboy a post-transition affiliate agreement that contemplates a commission on certain net sales within a defined territory.

The Transition Agreement includes a broad release of claims by Mr. Conboy and contains confidentiality, non-disclosure, restrictive covenant, and non-disparagement provisions, as well as provisions permitting suspension or cessation of compensation upon breach and specified remedies, including liquidated damages in certain circumstances.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective March 31, 2026, Mr. Conboy resigned from his position as the Company’s Chief Technology Officer (and any other positions he held with the Company or any of its affiliates), in connection with the Transition Agreement described in Item 1.01 above.

Mr. Conboy’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1†	Transition Agreement, dated April 1, 2026, by and between CitroTech Inc. and Stephen Conboy
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.

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: April 3, 2026	By:	/s/ Wesley J. Bolsen
	Name: Title:	Wesley J. Bolsen Chief Executive Officer

3

FAQ

What leadership change did CitroTech (CITR) disclose in this 8-K filing?

CitroTech disclosed that Chief Technology Officer Stephen Conboy resigned his CTO role effective March 31, 2026. He moves to an outside advisor position to the CEO for a 90-day transition period while transferring key relationships and technology information, with no reported disagreement over company matters.

What are the main financial terms of Stephen Conboy’s Transition Agreement with CitroTech (CITR)?

The agreement pays Stephen Conboy $10,000 per month during a 90-day transition, reimburses pre-approved expenses, and advances up to $200,000 of specified products. Longer term, he may earn territory-based sales income and equity-linked royalty payments tied to CitroTech’s financing and revenue milestones.

What exclusive sales rights does CitroTech (CITR) grant Stephen Conboy after the transition period?

After the transition, CitroTech grants Stephen Conboy an exclusive right to sell specified products and systems within a defined area near North Lake Tahoe, South Lake Tahoe, and Truckee, California. This exclusivity depends on meeting minimum annual gross sales thresholds and is subject to the company’s audit rights.

How are CitroTech’s future financing and revenue linked to Stephen Conboy’s equity terms?

If CitroTech completes at least $10,000,000 in outside financing, it may buy or register up to $1,000,000 of his existing shares. Once annual gross revenue exceeds $10,000,000, CitroTech will deliver $1,500,000 in restricted shares annually until a $7,500,000 royalty is fully delivered.

Did Stephen Conboy leave CitroTech (CITR) due to disagreements with the company?

No. The filing states that Stephen Conboy’s resignation as Chief Technology Officer was not the result of any disagreement with CitroTech regarding its operations, policies, or practices. The departure is presented as part of a negotiated Transition Agreement and revised commercial relationship.

What legal and protective provisions are included in CitroTech’s Transition Agreement with Stephen Conboy?

The Transition Agreement includes a broad release of claims from Stephen Conboy, plus confidentiality, non-disclosure, restrictive covenant, and non-disparagement clauses. It also allows CitroTech to suspend or stop compensation for breaches and provides specified remedies, including potential liquidated damages in certain situations.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 TRANSITION AGREEMENT, DATED APRIL 1, 2026 68.2 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