CITR Amends Preferred Stock, Raises $20M in Q1 2025 Capital

TL;DR

**CITR is aggressively diluting shareholders to raise capital, signaling either massive growth plans or a desperate need for cash.**

AI Summary

General Enterprise Ventures, Inc. (CITR) filed an S-1/A on August 8, 2025, detailing significant amendments to its capital structure and ongoing financing activities. The company amended and restated its Series A Convertible Preferred Stock on March 29, 2024, designating 10,000,000 shares with a $0.0001 par value. Further, on March 17, 2025, CITR amended and restated its Series C Convertible Preferred Stock, also designating 10,000,000 shares with a $0.0001 par value. During the first quarter of 2025, the company issued 10,000,000 shares of Series C Convertible Preferred Stock for $10,000,000 in cash. Additionally, CITR issued 10,000,000 shares of Series A Preferred Stock for $10,000,000 in cash during the same period. The filing also notes the issuance of 2,450,138 shares of common stock for consulting services valued at $2,450,138 and the issuance of 3,001,969 shares of common stock for convertible notes totaling $3,001,969. Subsequent events include the issuance of 10,000,000 shares of Series C Preferred Stock for $10,000,000 in cash between March 1 and March 27, 2025, and 10,000,000 shares of Series A Preferred Stock for $10,000,000 in cash during the same period.

Why It Matters

This S-1/A filing reveals General Enterprise Ventures' aggressive capital raising strategy through preferred stock and common stock issuances, which is crucial for investors to understand the dilution risk and financing needs. The company's repeated amendments to its Series A and Series C Convertible Preferred Stock, coupled with significant cash infusions of $20,000,000 in Q1 2025, indicate a strong push for funding, potentially for operational expansion or debt servicing. For employees and customers, this could signal either growth opportunities or financial instability depending on how the capital is deployed. In the competitive chemicals and allied products sector, such capital injections are vital for maintaining technological edge and market share.

Risk Assessment

Risk Level: high — The risk level is high due to significant dilution evidenced by the issuance of 2,450,138 common shares for consulting services and 3,001,969 common shares for convertible notes. Furthermore, the company issued 10,000,000 shares of Series A Preferred Stock and 10,000,000 shares of Series C Preferred Stock, each for $10,000,000 in cash during Q1 2025, indicating a substantial increase in preferred equity that could impact common shareholders.

Analyst Insight

Investors should scrutinize the use of the $20,000,000 raised from preferred stock issuances and the impact of common stock dilution on per-share metrics. Await further disclosures on how this capital will be deployed to assess if it's for value-accretive growth or merely to sustain operations.

Key Numbers

• $0.0001 — Par Value (Par value for both Series A and Series C Convertible Preferred Stock)
• 10,000,000 — Series A Preferred Shares (Number of Series A Preferred Stock shares designated and issued for cash in Q1 2025)
• 10,000,000 — Series C Preferred Shares (Number of Series C Convertible Preferred Stock shares designated and issued for cash in Q1 2025)
• $10,000,000 — Cash from Series A Preferred (Cash raised from Series A Preferred Stock issuance in Q1 2025)
• $10,000,000 — Cash from Series C Preferred (Cash raised from Series C Preferred Stock issuance in Q1 2025)
• 2,450,138 — Common Shares for Consulting (Number of common shares issued for consulting services)
• $2,450,138 — Value of Consulting Services (Value of consulting services paid with common stock)
• 3,001,969 — Common Shares for Convertible Notes (Number of common shares issued for convertible notes)
• $3,001,969 — Value of Convertible Notes (Value of convertible notes converted into common stock)
• 2025-08-08 — Filing Date (Date the S-1/A was filed)

Key Players & Entities

• General Enterprise Ventures, Inc. (company) — Filer of S-1/A
• SEC (regulator) — Recipient of S-1/A filing
• $0.0001 (dollar_amount) — Par value of Series A and Series C Preferred Stock
• March 29, 2024 (date) — Date of Series A Convertible Preferred Stock amendment
• March 17, 2025 (date) — Date of Series C Convertible Preferred Stock amendment
• $10,000,000 (dollar_amount) — Cash received for Series C Preferred Stock in Q1 2025
• $10,000,000 (dollar_amount) — Cash received for Series A Preferred Stock in Q1 2025
• 2,450,138 (dollar_amount) — Shares of common stock issued for consulting services
• 3,001,969 (dollar_amount) — Shares of common stock issued for convertible notes
• Bloomberg (company) — Publisher of this analysis

FAQ

Industry Context

General Enterprise Ventures, Inc. operates within the Chemicals & Allied Products sector (SIC 2800). This industry is characterized by significant R&D investment, complex supply chains, and stringent regulatory oversight. Companies in this space often compete on product innovation, cost efficiency, and market access.

Regulatory Implications

As a public company, CITR is subject to SEC regulations and reporting requirements. The S-1/A filing indicates ongoing efforts to raise capital and adjust its capital structure, which may attract scrutiny regarding compliance with securities laws and disclosure obligations.

What Investors Should Do

1. Analyze the conversion features of Series A and Series C Preferred Stock.
2. Evaluate the valuation of non-cash issuances.
3. Monitor future cash flow and operational performance.

Key Dates

• 2024-03-29: Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares. — Establishes the terms and designation for a significant class of preferred stock.
• 2025-03-17: Company amended and restated its Series C Convertible Preferred Stock to designate 10,000,000 shares. — Establishes the terms and designation for another significant class of preferred stock.
• 2025-01-01: Issuance of 10,000,000 shares of Series C Convertible Preferred Stock for $10,000,000 in cash. — Significant cash infusion through preferred stock financing.
• 2025-01-01: Issuance of 10,000,000 shares of Series A Preferred Stock for $10,000,000 in cash. — Significant cash infusion through preferred stock financing.
• 2025-01-01: Issuance of 2,450,138 shares of common stock for consulting services valued at $2,450,138. — Non-cash financing for operational services, diluting common equity.
• 2025-01-01: Issuance of 3,001,969 shares of common stock for convertible notes totaling $3,001,969. — Conversion of debt to equity, impacting the capital structure.
• 2025-03-01: Issuance of 10,000,000 shares of Series C Preferred Stock for $10,000,000 in cash. — Further cash infusion through preferred stock financing.
• 2025-03-01: Issuance of 10,000,000 shares of Series A Preferred Stock for $10,000,000 in cash. — Further cash infusion through preferred stock financing.
• 2025-08-08: Filing of S-1/A. — Public disclosure of significant capital structure amendments and financing activities.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, used to update or correct information previously filed. (This filing provides updated details on General Enterprise Ventures, Inc.'s capital structure and financing.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (CITR has Series A and Series C Convertible Preferred Stock, which represent potential future dilution of common stock.)

Par Value

A nominal value assigned to a security by the issuer, often very low for common and preferred stock. (The par value for CITR's Series A and Series C Preferred Stock is $0.0001 per share.)

Common Stock

The basic form of stock that represents ownership in a corporation and typically carries voting rights. (CITR issued common stock for consulting services and convertible notes, impacting its equity structure.)

Convertible Notes

Debt instruments that can be converted into equity under certain conditions. (CITR issued common stock to convert $3,001,969 worth of convertible notes.)

Year-Over-Year Comparison

This S-1/A filing on August 8, 2025, represents a significant update to General Enterprise Ventures, Inc.'s capital structure. Key amendments include the restatement of Series A and Series C Convertible Preferred Stock designations. The filing details substantial capital raises in Q1 2025 and early Q2 2025, totaling $20,000,000 from Series A and Series C preferred stock issuances, alongside equity issuances for services and debt conversion. Specific financial metrics like revenue, net income, and margins are not detailed in the provided summary, making a direct quantitative comparison to prior periods impossible.

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), at an a
• $8.00 — tock"), at an assumed offering price of $8.00 per share of Common Stock, which is the
• $7.00 — , which is the midpoint of the range of $7.00 to $9.00 per share, in connection with
• $9.00 — s the midpoint of the range of $7.00 to $9.00 per share, in connection with the rever
• $10.00 — tive's Warrants at an exercise price of $10.00 per share (125% of the assumed initial
• $1.30 — replaced by OTCID on July 1, 2025) was $1.30 per share ($7.80 per share after the Re
• $7.80 — D on July 1, 2025) was $1.30 per share ($7.80 per share after the Reverse Stock Split
• $4,200,000 — onvertible Preferred Stock"), valued at $4,200,000 at closing to Mr. Conboy and (iv) agree
• $35,000 b — r. Conboy will receive a monthly fee of $35,000 beginning on March 1, 2025, and the Compa
• $7,500,000 — yalty from Mr. Conboy for the amount of $7,500,000. The Purchase Agreement also states tha
• $13.6 billion — fire-retardant market is forecast to be $13.6 billion dollars globally by 2034. MFB markets i
• $10,000 — EPA certifications to be not more than $10,000. We believe that the only certification

Filing Documents

• gevi_s1a.htm (S-1/A) — 3487KB
• gevi_ex11.htm (EX-1.1) — 189KB
• gevi_ex41.htm (EX-4.1) — 101KB
• gevi_drsimg7.jpg (GRAPHIC) — 4KB
• gevi_eximg1.jpg (GRAPHIC) — 4KB
• gevi_10kimg2.jpg (GRAPHIC) — 8KB
• gevi_drsimg6.jpg (GRAPHIC) — 10KB
• 0001640334-25-001387.txt ( ) — 11855KB
• gevi-20250331.xsd (EX-101.SCH) — 102KB
• gevi-20250331_lab.xml (EX-101.LAB) — 492KB
• gevi-20250331_cal.xml (EX-101.CAL) — 67KB
• gevi-20250331_pre.xml (EX-101.PRE) — 444KB
• gevi-20250331_def.xml (EX-101.DEF) — 282KB
• gevi_s1a_htm.xml (XML) — 2092KB

Use of Proceeds

Use of Proceeds 24 Capitalization 25

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 27

Business

Business 39 Directors and Executive Officers 58

Executive Compensation

Executive Compensation 63

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 65 Certain Relationships and Related Party Transactions and Director Independence 67

Description of Securities

Description of Securities 69 Dividend Policy 74 Shares Eligible for Future Sale 75

Underwriting

Underwriting 76 Material Tax Considerations 81 Legal Matters 84 Experts 84 Where You Can Find More Information 84 Incorporation of Certain Information by Reference 84 Index to Consolidated Financial Statements F-1 i Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus and in any free writing prospectus prepared by or on behalf of the Company and delivered or made available to you. Neither the Company, nor the underwriters, have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or a free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Common Stock. Our business, financial condition, operating results, and prospects may have changed since that date, and neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. References to "the Company," "we," "GEVI," "us," "our" and words of like import refer to us and our subsidiaries, including Mighty Fire Breaker, LLC, unless the context indicates otherwise. References to General Enterprise Ventures, Inc. and Mighty Fire Breaker, LLC, refer to the business and operations of General Enterprise Ventures, Inc. and Mighty Fire Breaker, LLC, as the case may be, unless the context indicates otherwise. For investors outside the United States: the Company has not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is

View Full Filing

View this S-1/A filing on SEC EDGAR