{"url_path":"/sec/citr/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/894556/0001683168-26-004423-index.html","accession_number":"0001683168-26-004423","cik":"0000894556","ticker":"CITR","issuer_name":"CitroTech Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/894556/0001683168-26-004423-index.html","primary_entity_key":"0000894556","primary_entity_name":"CitroTech Inc."},"word_count":275,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n** **\n\nOn May 28, 2026, CitroTech Inc., a Wyoming\ncorporation (the “Company”), entered into Stock Exchange and Stockholders Agreements (the “Exchange Agreements”)\nwith the holders (the “Holders”) of the Company’s outstanding Series A Preferred Stock, par value $0.0001 per share\n(the “Series A Preferred Stock”). Pursuant to the Exchange Agreements, the Company reacquired an aggregate of 1,666,667 shares\nof Series A Preferred Stock. At closing, the Company issued 103,558 shares of Series C Convertible Preferred Stock, par value $0.0001\nper share (the “Series C Preferred Stock”), to BoltRock Holdings, LLC (“BRH”), and agreed to issue 467,012 shares\nof Series C Preferred Stock to TC Special Investments LLC (“TCSI”) on the date that is 18 months after closing, unless issued\nearlier in connection with a change of control of the Company which, under the TCSI Exchange Agreement, includes the appointment of Theodore\nS. Ralston to the Company’s board of directors (collectively, the “Exchange Shares”). Following the consummation of\nthe transactions contemplated by the Exchange Agreements, no shares of Series A Preferred Stock remain outstanding.\n\n \n\nThe Exchange Agreements contain representations,\nwarranties and covenants and, among other things, provide the Holders with certain board designation or observer rights while they remain\n10% holders, registration rights with respect to the Series C Preferred Stock, and, in the case of BRH, certain limited consent rights\nfor a period following closing.\n\n \n\nThe foregoing description of the terms\nof the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreements, which\nare filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference."}