General Enterprise Ventures Inc SEC Filings

CitroTech Inc. is furnishing an information statement to notify holders that the Board and holders of a majority of voting securities approved the CitroTech Inc. 2026 Equity and Incentive Plan on March 16, 2026. The Plan establishes a Share Pool of 1,000,000 shares of Common Stock available for awards and is expected to be effective on May 25, 2026. The statement notes that stockholders will not vote on the Plan because required approval was provided by holders of a majority of voting securities; the information statement is being mailed to record holders as of April 29, 2026 and mailed on or about May 5, 2026 in compliance with Section 14(c).

The information statement discloses governance and plan terms (award types, vesting discretion, repricing limits, transfer restrictions, tax treatment), executive compensation highlights for 2025 (including large RSU/PSU awards), outstanding equity and dilution context, material stockholder ownership concentrations, and related agreements with executives and consultants.

BoltRock Holdings LLC, an entity associated with CitroTech director and 10% owner Craig Huff, converted a 10% Senior Secured Convertible Promissory Note into 940,799 shares of Common Stock at a $2.40 conversion price per share. Following this conversion, BoltRock indirectly holds 3,357,467 CitroTech common shares.

In connection with extending the note’s maturity date to April 28, 2026, CitroTech issued BoltRock a warrant to purchase 46,250 additional common shares at an exercise price of $3.00 per share, with a five-year term beginning on its April 7, 2031 expiration date. Huff disclaims beneficial ownership except for his pecuniary interest.

BoltRock Holdings LLC, an entity associated with CitroTech director and 10% owner Craig Huff, converted a 10% Senior Secured Convertible Promissory Note into 940,799 shares of Common Stock at a $2.40 conversion price per share. Following this conversion, BoltRock indirectly holds 3,357,467 CitroTech common shares.

In connection with extending the note’s maturity date to April 28, 2026, CitroTech issued BoltRock a warrant to purchase 46,250 additional common shares at an exercise price of $3.00 per share, with a five-year term beginning on its April 7, 2031 expiration date. Huff disclaims beneficial ownership except for his pecuniary interest.

BoltRock Holdings LLC and Craig A. Huff report beneficial ownership of 4,183,743 CitroTech common shares, representing about 20.0% of the company. This total includes 3,357,467 existing shares, plus 318,914 shares issuable from 95,674 Series C Shares and 507,362 shares issuable from warrants held by BoltRock.

On April 7, 2026, CitroTech issued BoltRock a five-year warrant to purchase 46,250 shares at $3.00 per share in connection with extending the maturity of a Convertible Note. On April 28, 2026, CitroTech issued 940,799 shares to BoltRock upon converting $2,222,000 of principal plus accrued interest at a $2.40 per share conversion rate. BoltRock also appointed Huff to CitroTech’s board on October 21, 2025 under an existing securities purchase and stockholders agreement.

BoltRock Holdings LLC and Craig A. Huff report beneficial ownership of 4,183,743 CitroTech common shares, representing about 20.0% of the company. This total includes 3,357,467 existing shares, plus 318,914 shares issuable from 95,674 Series C Shares and 507,362 shares issuable from warrants held by BoltRock.

On April 7, 2026, CitroTech issued BoltRock a five-year warrant to purchase 46,250 shares at $3.00 per share in connection with extending the maturity of a Convertible Note. On April 28, 2026, CitroTech issued 940,799 shares to BoltRock upon converting $2,222,000 of principal plus accrued interest at a $2.40 per share conversion rate. BoltRock also appointed Huff to CitroTech’s board on October 21, 2025 under an existing securities purchase and stockholders agreement.

CitroTech Inc. reported that an entity associated with its General Counsel was involved in a conversion of preferred stock into common shares. On April 21, 2026, the NewShell Family Trust converted 50,000 shares of Series C Convertible Preferred Stock into 166,667 shares of common stock, all reported as held indirectly. The reporting person disclaims beneficial ownership of the trust’s holdings except to the extent of any pecuniary interest.

CitroTech Inc. reported that an entity associated with its General Counsel was involved in a conversion of preferred stock into common shares. On April 21, 2026, the NewShell Family Trust converted 50,000 shares of Series C Convertible Preferred Stock into 166,667 shares of common stock, all reported as held indirectly. The reporting person disclaims beneficial ownership of the trust’s holdings except to the extent of any pecuniary interest.

CitroTech Inc. has entered a joint venture with Hexion Inc. to form HexiTech LLC, a 50/50-owned company focused on developing and commercializing products using CitroTech’s fire-retardant technologies within a defined field of use.

Under a new limited liability company agreement, CitroTech licenses its fire suppression and fire-retardant intellectual property to HexiTech, while Hexion contributes specified assets. Hexion has also agreed to provide CitroTech with advances of up to $6.0 million through December 31, 2027 to help fund CitroTech’s capital contributions, with 18‑month repayment terms and priority in distributions. Distributions are generally pro rata, but Hexion is entitled to receive 85% of distributions until commercialization targets are met.

CitroTech Inc. has entered a joint venture with Hexion Inc. to form HexiTech LLC, a 50/50-owned company focused on developing and commercializing products using CitroTech’s fire-retardant technologies within a defined field of use.

Under a new limited liability company agreement, CitroTech licenses its fire suppression and fire-retardant intellectual property to HexiTech, while Hexion contributes specified assets. Hexion has also agreed to provide CitroTech with advances of up to $6.0 million through December 31, 2027 to help fund CitroTech’s capital contributions, with 18‑month repayment terms and priority in distributions. Distributions are generally pro rata, but Hexion is entitled to receive 85% of distributions until commercialization targets are met.

CitroTech Inc. CFO Warman Nanuk, through his wholly owned entity Nanuk Warman CPA Inc., converted preferred stock into common shares. An indirect holding of 53,339 shares of Series C Convertible Preferred Stock was converted into 177,794 shares of Common Stock at no stated cash price. After the conversion, the filing shows 0 shares of this preferred stock and 177,794 common shares held indirectly. Each preferred share was convertible into 3.3333 common shares, and the preferred stock has no expiration date.

CitroTech Inc. CFO Warman Nanuk, through his wholly owned entity Nanuk Warman CPA Inc., converted preferred stock into common shares. An indirect holding of 53,339 shares of Series C Convertible Preferred Stock was converted into 177,794 shares of Common Stock at no stated cash price. After the conversion, the filing shows 0 shares of this preferred stock and 177,794 common shares held indirectly. Each preferred share was convertible into 3.3333 common shares, and the preferred stock has no expiration date.

CitroTech Inc. has filed an amended resale registration covering up to 8,068,569 shares of common stock for selling stockholders. These shares include stock issued or issuable from Series C preferred conversions, warrant exercises and prior convertible debt conversions.

The company will not receive proceeds from stockholder resales, but may receive cash if covered warrants are exercised. CitroTech is a specialty chemical business focused on environmentally sustainable fire inhibitors and wildfire defense systems, with 2025 revenue of $2.38 million and a net loss of $36.8 million. It is a smaller reporting company and a controlled company under NYSE American rules, with concentrated voting power in its chairman.

CitroTech Inc. has filed an amended resale registration covering up to 8,068,569 shares of common stock for selling stockholders. These shares include stock issued or issuable from Series C preferred conversions, warrant exercises and prior convertible debt conversions.

The company will not receive proceeds from stockholder resales, but may receive cash if covered warrants are exercised. CitroTech is a specialty chemical business focused on environmentally sustainable fire inhibitors and wildfire defense systems, with 2025 revenue of $2.38 million and a net loss of $36.8 million. It is a smaller reporting company and a controlled company under NYSE American rules, with concentrated voting power in its chairman.

CitroTech Inc. announced a leadership change and detailed a Transition Agreement with Chief Technology Officer Stephen Conboy. Effective March 31, 2026, he resigned as CTO and any other positions and became an outside advisor to the CEO during a 90-day transition period ending June 30, 2026.

During this period, he will not participate in internal management or day-to-day operations, but will assist with transferring relationships and information on inventions in development. In return, he will receive $10,000 per month, reimbursement of pre-approved expenses, and up to $200,000 of specified product advances.

After the transition, Mr. Conboy receives an exclusive right to sell specified products and systems in a defined Lake Tahoe/Truckee territory, subject to minimum gross sales thresholds of $500,000 in 2026 and $2,000,000 in 2027 and thereafter. He may buy products at preferred pricing and the parties will negotiate a separate affiliate agreement for commissions in that territory.

The agreement includes equity-related terms. If the Company closes at least $10,000,000 of outside financing, it may elect to purchase, or register for resale, up to $1,000,000 of his existing common shares and imposes limits on his post-transition share sales and ownership. Once annual gross revenue exceeds $10,000,000, the Company will deliver $1,500,000 worth of restricted common shares each year starting December 1 until a $7,500,000 royalty is fully satisfied, with offsets for product advances and ownership limits. The agreement also contains a broad release, confidentiality, restrictive covenants, non-disparagement, and remedies including potential liquidated damages. The Company states that his resignation did not result from any disagreement over operations, policies, or practices.

CitroTech Inc. announced a leadership change and detailed a Transition Agreement with Chief Technology Officer Stephen Conboy. Effective March 31, 2026, he resigned as CTO and any other positions and became an outside advisor to the CEO during a 90-day transition period ending June 30, 2026.

During this period, he will not participate in internal management or day-to-day operations, but will assist with transferring relationships and information on inventions in development. In return, he will receive $10,000 per month, reimbursement of pre-approved expenses, and up to $200,000 of specified product advances.

After the transition, Mr. Conboy receives an exclusive right to sell specified products and systems in a defined Lake Tahoe/Truckee territory, subject to minimum gross sales thresholds of $500,000 in 2026 and $2,000,000 in 2027 and thereafter. He may buy products at preferred pricing and the parties will negotiate a separate affiliate agreement for commissions in that territory.

The agreement includes equity-related terms. If the Company closes at least $10,000,000 of outside financing, it may elect to purchase, or register for resale, up to $1,000,000 of his existing common shares and imposes limits on his post-transition share sales and ownership. Once annual gross revenue exceeds $10,000,000, the Company will deliver $1,500,000 worth of restricted common shares each year starting December 1 until a $7,500,000 royalty is fully satisfied, with offsets for product advances and ownership limits. The agreement also contains a broad release, confidentiality, restrictive covenants, non-disparagement, and remedies including potential liquidated damages. The Company states that his resignation did not result from any disagreement over operations, policies, or practices.

CitroTech Inc. reports continued losses while scaling its environmentally focused fire inhibitor business. Revenue for the year ended December 31, 2025 rose to $2.38 million from $0.81 million in 2024, reflecting early commercialization in wildfire defense and fire-treated lumber markets.

The company recorded a net loss of $36.8 million and an accumulated deficit of $113.2 million, and expects existing cash to fund operations only through fiscal 2026, so additional capital or higher revenues will be needed. CitroTech highlights a portfolio of 37 issued U.S. patents and 21 trademarks around its EPA Safer Choice-recognized fire inhibitor chemistry, wildfire defense systems and Class A fire-rated wood products.

As of March 30, 2026, CitroTech had 19,150,234 shares of common stock outstanding and a public float valued at about $101 million as of June 30, 2025. The company is highly leveraged, with $3.0 million in debt including related-party convertible notes, and remains controlled by a single preferred shareholder holding roughly 81% of voting power.

CitroTech Inc. reports continued losses while scaling its environmentally focused fire inhibitor business. Revenue for the year ended December 31, 2025 rose to $2.38 million from $0.81 million in 2024, reflecting early commercialization in wildfire defense and fire-treated lumber markets.

The company recorded a net loss of $36.8 million and an accumulated deficit of $113.2 million, and expects existing cash to fund operations only through fiscal 2026, so additional capital or higher revenues will be needed. CitroTech highlights a portfolio of 37 issued U.S. patents and 21 trademarks around its EPA Safer Choice-recognized fire inhibitor chemistry, wildfire defense systems and Class A fire-rated wood products.

As of March 30, 2026, CitroTech had 19,150,234 shares of common stock outstanding and a public float valued at about $101 million as of June 30, 2025. The company is highly leveraged, with $3.0 million in debt including related-party convertible notes, and remains controlled by a single preferred shareholder holding roughly 81% of voting power.

CitroTech Inc. director Calinawan Lorenzo filed an initial ownership report on Form 3. The filing lists no buy, sell, acquisition, or disposition transactions and shows zero shares reported in each transaction category, indicating only a baseline disclosure of insider status at the company.

CitroTech Inc. director Calinawan Lorenzo filed an initial ownership report on Form 3. The filing lists no buy, sell, acquisition, or disposition transactions and shows zero shares reported in each transaction category, indicating only a baseline disclosure of insider status at the company.