CitroTech Inc. 8-K

What Happened
CitroTech Inc. announced it entered into Stock Exchange and Stockholders Agreements on May 28, 2026, under which the company reacquired a total of 1,666,667 shares of its Series A Preferred Stock. At closing the company issued 103,558 shares of Series C Convertible Preferred Stock to BoltRock Holdings, LLC (BRH) and agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments LLC (TCSI) 18 months after closing (sooner if certain change-of-control events occur). Following these transactions, no Series A Preferred Stock remains outstanding.

Key Details

• Reacquired 1,666,667 shares of Series A Preferred; Series A now fully retired—no shares outstanding.
• Issued 103,558 shares of Series C Preferred to BoltRock Holdings, LLC at closing.
• Agreed to issue 467,012 shares of Series C Preferred to TC Special Investments LLC 18 months after closing, unless earlier issued in connection with a change of control (which under TCSI’s agreement includes appointment of Theodore S. Ralston to the board).
• Exchange Agreements grant holders certain board designation/observer rights while they remain 10% holders, registration rights for the Series C Preferred, and limited post-closing consent rights to BRH; the agreements include customary representations, warranties and covenants.

Why It Matters
This transaction changes CitroTech’s capital structure by retiring the Series A preferred class and bringing in Series C preferred holders with governance and registration rights. Investors should note potential dilution timing from the deferred issuance to TCSI (18 months or earlier on a qualifying change of control) and the governance implications of rights that could include a board seat. The Exchange Agreements are filed as exhibits to the Form 8-K for full terms.