CITR Citrotech Inc. - 8-K

Item 1.01 Entry into a Material Definitive
Agreement.

On May 28, 2026, CitroTech Inc., a Wyoming
corporation (the “Company”), entered into Stock Exchange and Stockholders Agreements (the “Exchange Agreements”)
with the holders (the “Holders”) of the Company’s outstanding Series A Preferred Stock, par value $0.0001 per share
(the “Series A Preferred Stock”). Pursuant to the Exchange Agreements, the Company reacquired an aggregate of 1,666,667 shares
of Series A Preferred Stock. At closing, the Company issued 103,558 shares of Series C Convertible Preferred Stock, par value $0.0001
per share (the “Series C Preferred Stock”), to BoltRock Holdings, LLC (“BRH”), and agreed to issue 467,012 shares
of Series C Preferred Stock to TC Special Investments LLC (“TCSI”) on the date that is 18 months after closing, unless issued
earlier in connection with a change of control of the Company which, under the TCSI Exchange Agreement, includes the appointment of Theodore
S. Ralston to the Company’s board of directors (collectively, the “Exchange Shares”). Following the consummation of
the transactions contemplated by the Exchange Agreements, no shares of Series A Preferred Stock remain outstanding.

The Exchange Agreements contain representations,
warranties and covenants and, among other things, provide the Holders with certain board designation or observer rights while they remain
10% holders, registration rights with respect to the Series C Preferred Stock, and, in the case of BRH, certain limited consent rights
for a period following closing.

The foregoing description of the terms
of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreements, which
are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01
of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Exchange Shares issued at closing and the Exchange
Shares issuable pursuant to the Exchange Agreements have been registered under the Securities Act or any state securities laws. The Company
relied on the exemption from registration available under Section 4(a)(2) of the Securities Act in connection with the issuance of securities
pursuant to the Exchange Agreements.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Stock Exchange and Stockholders Agreement, dated May 28, 2026, by and between CitroTech Inc. and BoltRock Holdings, LLC

10.2

Stock Exchange and Stockholders Agreement, dated May 28, 2026, by and between CitroTech Inc. and TC Special Investments LLC

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