CitroTech Inc. Files 8-K: New Agreements and Officer Changes

TL;DR

CitroTech filed an 8-K for new deal and exec shakeup. Big changes coming.

AI Summary

CitroTech Inc. filed an 8-K on April 3, 2026, reporting a material definitive agreement and changes in officers. The company entered into a Transition Agreement dated April 1, 2026. The filing also details the departure of directors or certain officers, the election of new directors, and the appointment of new officers, along with their compensatory arrangements.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential leadership changes, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with new material agreements, can introduce uncertainty and potential strategic shifts.

Key Players & Entities

• CitroTech Inc. (company) — Filer of the 8-K report
• April 3, 2026 (date) — Filing date of the 8-K
• April 1, 2026 (date) — Effective date of the Transition Agreement
• 0000894556 (company) — CIK number for CitroTech Inc.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CITR NYSE American LLC
• $10,000 — eement, the Company will pay Mr. Conboy $10,000 per month during the Transition Period
• $200,000 — es. The Company will also advance up to $200,000 worth of specified products. Following
• $500,000 — minimum annual gross sales thresholds ($500,000 in 2026 and $2,000,000 in 2027 and ther
• $2,000,000 — sales thresholds ($500,000 in 2026 and $2,000,000 in 2027 and thereafter) and the Company
• $10,000,000 — y closing outside financing of at least $10,000,000, the Company may elect to purchase, or
• $1,000,000 — purchase, or register for resale, up to $1,000,000 of Mr. Conboy's existing shares of Comp
• $7,500,000 — venue (and annually thereafter) until a $7,500,000 royalty is satisfied, the Company will
• $1,500,000 — the Company will deliver to Mr. Conboy $1,500,000 worth of restricted common shares, subj

Filing Documents

• citro_8k.htm (8-K) — 33KB
• citro_1001.htm (EX-10.1) — 68KB
• 0001683168-26-002645.txt ( ) — 282KB
• citr-20260331.xsd (EX-101.SCH) — 3KB
• citr-20260331_lab.xml (EX-101.LAB) — 33KB
• citr-20260331_pre.xml (EX-101.PRE) — 22KB
• citro_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

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 addit

02 Departure of Directors or

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.

01 Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR