CitroTech Inc. filed a Current Report on Form 8-K dated September 14, 2026, announcing amendments to its Stock Exchange and Stockholders Agreements with two specific entities: BoltRock Holdings, LLC and TC Special Investments LLC.
The amendments, effective September 14, 2026, modify the rights of these counterparties regarding the appointment of directors to CitroTech’s board. Previously, the entities held the right to appoint a board member directly. Under the new terms, the right to appoint a director is replaced with a right to designate a nominee for election to the board.
This designation right is contingent upon the counterparty and its affiliates beneficially owning voting securities representing at least one divided by the total number of directorships on the board. This ownership threshold adjusts automatically if the size of the board changes. The nomination rights terminate permanently if the ownership threshold is no longer met. Additionally, the amendments provide a limited right for the counterparty to designate a non-voting board observer when they are entitled to nominate a director but no nominee is currently serving on the board.
The filing also includes an investor presentation dated September 2026 as Exhibit 99.1. The presentation outlines the company’s strategy for its wildfire protection platform, noting that management has concluded there are substantial doubts about the company’s ability to continue as a going concern for one year following the issuance of its June 30, 2026, financial statements. The presentation highlights the company’s transformation, including its uplisting to the NYSE American exchange (ticker: CITR) and the formation of a 50/50 joint venture with Hexion called HexiTech.
