NYSE: CITR

CitroTech Inc.

CIK 0000894556 · Materials · SIC 2800 · Chemicals & Allied Products

Micro Revenue $2M Assets $10M as of Aug 12, 2026

CitroTech Inc. (“CITR,” “we,” “us,” or the “Company”) is an environmentally sustainable specialty chemical company focused on fire inhibitor products serving the wildland fire, residential home protection, and wood products industries across the United States and Canada. Our fire inhibitor… About this business →

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10-Q/A Filed Aug 10, 2026 · Period ending Jun 30, 2026

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10-Q Filed Aug 10, 2026 · Period ending Jun 30, 2026

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8-K Filed Jun 17, 2026 · Period ending Jun 12, 2026

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8-K Filed Jun 1, 2026 · Period ending May 28, 2026

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10-Q Filed May 15, 2026 · Period ending Mar 31, 2026

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8-K Filed Apr 21, 2026 · Period ending Apr 17, 2026

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424B3 Filed Apr 15, 2026

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S-1/A Filed Apr 9, 2026

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10-K Filed Mar 30, 2026 · Period ending Dec 31, 2025

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S-1 Filed Feb 17, 2026

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S-1/A Filed Aug 11, 2025

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S-1/A Filed Aug 8, 2025

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10-K Filed Mar 31, 2025 · Period ending Dec 31, 2024

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S-1 Filed Oct 11, 2024

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10-K/A Filed Jul 30, 2024 · Period ending Dec 31, 2023

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Latest financial statements

From 10-Q/A filed Aug 10, 2026 (period ending Jun 30, 2026). SEC XBRL (companyfacts) — not generated by the model.

SEC XBRL

Consolidated Statements of Operations (Unaudited)

Description Q2 ended Jun 30, 2026 Q1 ended Mar 31, 2026
Revenue:
Total revenue / net sales 0.3 0.3
Cost of revenue / cost of sales 0.3 0.2
Operating expenses:
Research and development 0.2 0.08
General and administrative 0.2 0.4
Total operating expenses 3.8 4.8
Operating income (3.5) (4.4)
Interest expense 0.2
Other income/(expense), net (0.4) (1.8)
Income before income taxes (3.9) (6.2)
Income tax expense/(benefit)
Net income (3.9)
Basic earnings per share (0.18) (0.33)
Diluted earnings per share (0.18) (0.33)

Consolidated Balance Sheets (Unaudited)

Description Jun 30, 2026 Mar 31, 2026
Current assets:
Cash and equivalents 2.5 4.3
Accounts receivable, net 0.2 0.1
Inventories 0.08 0.1
Prepaid expenses and other current assets 0.4 0.5
Other current assets 0.5 0.5
Total current assets 3.7 5.6
Property, plant and equipment, net 0.5 0.6
Operating lease right-of-use assets, net 0.7 0.7
Finite-lived intangible assets, net 5.1 5.2
TOTAL ASSETS 10.0 12.2
Current liabilities:
Current portion of operating lease liabilities 0.2 0.2
Deferred revenue, current 0.02 0.02
Other current liabilities 0.2 2.7
Total current liabilities 0.4 2.9
Operating lease liabilities 0.5 0.6
Other long-term liabilities 0.07 0.1
Total liabilities 1.0 3.6
Shareholders' equity:
Common stock
Capital in excess of stated value 132.3 128.1
Retained earnings (deficit) (123.3) (119.4)
Total shareholders' equity 9.0 8.7
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 10.0 12.2

Consolidated Statements of Cash Flows (Unaudited)

Description Six months ended Jun 30, 2026 Q1 ended Mar 31, 2026
Operating Activities:
Net cash from operating activities (3.8) (2.1)
Investing Activities:
Net cash from investing activities (0.01)
Financing Activities:
Net cash from financing activities 0.09 0.09

Amounts in millions USD; EPS as reported. Line labels are presentation-friendly mappings of filer XBRL tags — not a re-audit of the full statements. Use EDGAR for interactive notes and detail. Interactive statements & notes on EDGAR ↗

About CitroTech Inc.

Source: Item 1 (Business) from the 10-K filed March 30, 2026. Description as filed by the company with the SEC.

Item 1. Business.

Our Company

CitroTech Inc. (“CITR,” “we,”
“us,” or the “Company”) is an environmentally sustainable specialty chemical company focused on fire inhibitor
products serving the wildland fire, residential home protection, and wood products industries across the United States and Canada. Our
fire inhibitor formulations are also sold into the lumber and building materials industry for fire retardant treatment applications. CitroTech
Inc. was originally incorporated under the laws of the State of Nevada on March 14, 1990 and on June 3, 2021 was redomiciled to the State
of Wyoming. Our principal offices are located at 6400 S. Fiddlers Green Circle, Suite 300, Greenwood Village, Colorado 80111. Our telephone
number is (800) 401-4535, and our email address is info@citrotech.com. Our website address is www.citrotech.com. Information contained
on, or accessible through, our website is not incorporated by reference into this annual report and should not be considered part of this
annual report.

Since Mighty Fire Breaker LLC (“MFB
Ohio”) acquired from Mighty Fire Breaker LLC (“MFB California”) the MFB portfolio of intellectual property on April
13, 2022, our management team has continued to develop and refine our product formulations. The Company has received significant third-party
recognition for these efforts, including twice receiving the EPA Safer Choice designation, being the first and only fire inhibitor recognized
by the EPA as safe for the environment, and receiving UL GREENGUARD Gold certification, which reflects minimal impact on indoor air quality
from toxic smoke over extended exposure. Our products have been adopted by fire departments throughout the State of California.

Read full description ↓

We are expanding our patent portfolio and
technology platform into additional markets that can benefit from environmentally safe alternatives to legacy fire retardant and fire
retardant-treated wood products. CitroTech has developed wood coating products utilizing this technology and is in the initial phases
of commercialization.

The Company is also actively deploying proactive
wildfire defense systems on residential and commercial properties under the CitroSafe Systems brand. CitroSafe Systems are self-contained
sprinkler installations that utilize our patented CitroTech product and are deployed in advance of wildfires to reduce structural risk.
This offering addresses a significant and growing insurance market disruption across eleven western states, where carriers have curtailed
or declined to write wildfire coverage on new construction and existing policies in the Wildland-Urban Interface, the transitional zone
between undeveloped land and built environments that is at elevated risk of catastrophic wildfire loss. The Company is working with a
large insurance broker to offer insurance coverage to customers who install a CitroSafe proactive wildfire system, with policies underwritten
by established insurance carriers. This program is currently in the proof-of-concept phase.

Our management team consists
of five individuals: Wesley J. Bolsen, Chief Executive Officer; Andrew Hotsko, Chief Operating Officer; Nanuk Warman, Secretary and Chief
Financial Officer; Steve Conboy, Chief Technical Officer and Anthony Newton, General Counsel.

Financial Performance
to Date

During the years ended December
31, 2025 and 2024, we had revenue of $2,381,407 and $808,372, respectively. We believe that revenues will increase starting in the summer
of 2026 as wildfire season in the Western United States generally accelerates during dry or drought conditions. In addition, in early
2026 we began establishing relationships with lumber and building material companies that are using CitroTech to treat wood products to
be Class A rated lumber under an issued Technical Evaluation Report (TER). We anticipate a moderate increase to our sales, general and
administrative expense during 2026 as we approach new markets.

Business Model

Principal product,
services and markets

We hold various intellectual
property in the form of patents and trademarks related to our CitroTech specialty chemical for fire suppression, mapping and tracking
of fire-retardant dispersion and fire inhibition chemistry and technology. We have obtained multiple certifications and accreditations
in this industry for our CitroTech product. We have received the EPA Safer Choice award twice and have been awarded the UL GreenGuard
Gold status (demonstrates minimal impact on the indoor toxic smoke environment in over extended periods).

Future Markets Insights,
a market researcher in Pimpri-Chinchwad, India, projects that the fire-retardant market is forecast to be $13.6 billion dollars globally
by 2034. CitroTech markets its product primarily to lumber and wood product companies, home, industrial and commercial users, as well
as fire departments.

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Distribution methods

CitroTech is blended
in Oceanside, California under the supervision of Andrew Hotsko, the company’s Chief Operating Officer, after which the product
is shipped directly to customers.

Competitive business
conditions and the Company’s competitive position in the industry

The fire retardant market
has been status quo for many years without significant innovation. A study at the University of Southern California published in Environmental
Science and Technology explained that the fire retardant industry is known for having products containing toxic metals that are not environmentally
safe, and are considered not friendly toward humans, wildlife, fish, water, and plants. CitroTech is the first and currently only EPA
Safer Choice recognized fire inhibitor. We believe that our product will be sold in amounts that can be competitive in many markets, including
Western States where wildfires occur, and areas of the United States where there is new home construction relating to population growth,
such as Florida and Texas. Our industry is evolving rapidly and is becoming increasingly competitive. Competitors have longer operating
histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we
do. Competitors have adopted, and may continue to adopt, aggressive pricing policies and devote substantially more resources to marketing,
website and systems development than we do.

The lumber and wood products
industry has long used expensive pressure treatment to make Class A-Rated lumber and building materials. This includes companies selling
into the pressure treated lumber industry. We anticipate significant competition from incumbent industry participants as the new CitroTech
treated lumber and building materials are introduced into the market.

Patents, trademarks and licenses and their duration

Intellectual Property

Our intellectual property portfolio is central
to our competitive position and encompasses the proprietary chemistry, application methods, integrated defense systems, communications
technology, and wood product manufacturing processes that underpin our entire product and services offering. The portfolio is owned by
our wholly-owned subsidiary, Mighty Fire Breaker LLC (“MFB”) and made available to CitroTech Inc. for commercialization across
our product lines. The following summarizes the material patents, trademarks, and licenses that support our business operations.

Patents

We hold a portfolio of 37 issued U.S. patents
organized across five technology families. We have 45 filed or pending patent applications. All are utility patents and, under U.S. law,
carry a term of 20 years from their earliest effective filing date. The portfolio's earliest priority dates trace to approximately 2017–2018
and its most recently issued patents were granted through 2026, meaning the patent estate as a whole remains in force and is expected
to provide protection well into the late 2030s and early-to-mid 2040s. We are also pursuing additional patent protection through applications
currently pending before the United States Patent and Trademark Office (“USPTO”).

Fire Inhibitor Biochemical Composition (U.S.
Patent Nos. 11,865,390; 11,911,643; 11,865,394).

These three patents cover our core fire inhibitor
chemistry, a family of water-based, biochemical liquid and dry powder compositions that use alkali metal salts of non-polymeric saturated
carboxylic acids (principally tripotassium citrate, or “TPC”) as the active fire-inhibiting agent. When sprayed onto combustible
surfaces and allowed to dry, these compositions form thin, optically transparent, gas-permeable crystalline coatings that interrupt the
free-radical chain reaction of combustion, inhibiting ignition and slowing flame spread. Our proprietary formulation is the only fire
inhibitor of its kind to receive EPA Safer Choice Program recognition, and it also holds UL Greenguard Gold certification. Patent No.
11,911,643 specifically covers dry powder compositions capable of absorbing flammable hydrocarbon liquids while simultaneously extinguishing
or inhibiting fire, broadening the technology's applicability to Class B fires. Together, these composition patents provide foundational
protection over our flagship CitroTech® fire inhibitor chemistry, which forms the active ingredient in substantially all of our current
and planned products. The competitive significance of these patents is substantial: they protect a non-toxic, environmentally clean formulation
that distinguishes our products from legacy fire retardants, enabling us to operate in jurisdictions and applications where traditional
chemistries face regulatory or environmental constraints.

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Methods for Applying Fire Inhibitor (U.S. Patent
Nos. 10,653,904; 11,400,324; 11,638,844; 11,654,314; 11,697,041; 11,794,044; 10,695,597; 11,395,931; 11,826,592; 10,814,150).

These ten patents cover the methods and apparatus
by which our fire inhibitor chemistry is applied to property, ground surfaces, structures, and vegetation in advance of wildfire. The
claims encompass spray application using mobile backpack atomizers, stationary property sprinkler systems, mobile spray tankers, atomizing
cannons, and GPS-tracked stationary and mobile spraying systems. Several patents in this family specifically cover the management of application
operations via wireless information networks, including GPS-coordinate and time/date-stamped data records of spray coverage, which enables
us to document, map, and maintain fire protection zones at scale. Patent No. 11,395,931 additionally covers slurry-based application methods
for ground surface fire breaks, and the family broadly protects the operational practices and system configurations that differentiate
our proactive, pre-event wildfire defense approach from reactive fire suppression. These method patents are material to our service delivery
model, providing legal protection over the processes by which our licensed contractors and fire department partners deploy our technology.

Wildfire Defense Systems (U.S. Patent Nos.
11,642,555; 11,633,636).

These two patents cover the architecture of our
integrated wildfire defense system networks, including our CitroSafe™ systems: self-contained, remotely activated sprinkler systems
installed on residential and commercial properties. The systems are designed around a command-and-control framework in which GPS-tracked
spraying equipment assigned to homes, structures, and ground cover in a defined geographic region can be dispatched, monitored, and coordinated
to create and maintain chemical fire protection zones ahead of approaching wildfires. The networks also incorporate automated ember detection
and artificial intelligence-based control strategies that respond to real-time wildfire conditions without requiring homeowner action.
These patents protect the system design that enables property owners to evacuate and remotely activate their defense systems, a critical
differentiator in markets where insurance carriers and homeowners require demonstrated, auditable protection.

Wireless Communication Networks and GPS for
Wildfire Defense (U.S. Patent Nos. 11,654,313; 11,697,039; 11,707,639; 11,730,987; 11,697,040).

These five patents cover the wireless communication
network infrastructure and GPS tracking and mapping technologies that coordinate our wildfire defense operations. Claims include methods
and systems for wirelessly managing GPS-tracked spray systems, generating GPS-coordinate-stamped application records, transmitting proactive
wildfire defense maps to fire departments and property owners, tracking approaching wildfires, and maintaining cloud-based databases of
fire protection zone status. These patents protect the information infrastructure that enables us to offer defensible, documented fire
protection services at a neighborhood and community scale, and they support our business model of providing subscription-based wildfire
defense network services to fire departments and municipalities across the Western United States.

Class A Fire-Protected Wood Products and Wood
Product Manufacturing (U.S. Patent Nos. 10,899,038; 10,919,178; 10,332,222; 10,430,757; 10,290,004; 11,836,807).

These six patents cover the application of our
fire inhibitor chemistry to wood and engineered wood products in manufacturing settings, as well as the resulting fire-protected wood
products. The claims include factory-applied spray-coating processes in which dimensional lumber, mass timber panels, and prefabricated
wood building assemblies are treated with our CitroTech® (MFB-34) liquid fire inhibitor under a controlled, audited, and electronically
documented production process, yielding Class A fire-rated lumber. Patent No. 11,836,807 additionally covers the tracking and recording
of embodied carbon mass in fire-protected prefabricated wood assemblies, a feature increasingly relevant to sustainability reporting requirements
in the construction industry. This patent family supports our fire-protected lumber business, including our recently announced commercial
partnership with a national lumber distributor to produce Class A fire-rated dimensional lumber at scale, and underpins the licensing
program through which third-party lumber manufacturers may produce fire-rated wood products using our chemistry and documented process
controls.

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Trademarks

We own 21 federally registered trademarks, which
are registered in the USPTO and are being registered in additional jurisdictions internationally: MIGHTY FIRE BREAKER®, CITROTECH®,
and WE TAME THE FLAMES® are just a few of the trademarks. We also have marks WILDFIRE DEPOT and BIGWOOD AND LITTLEWOOD. The marks
LOCKED-N-LOADED, GET PROACTIVE, and PRO-ENVIRONMENT are exclusively licensed to Mighty Fire Breaker LLC for use in our operations. Our
registered trademarks protect our brand identities in the wildfire defense and fire-protected building materials markets in which customer
recognition of the safety and environmental credentials associated with the CitroTech® name is a material competitive asset. U.S.
trademark registrations are renewable indefinitely, provided the marks remain in use in commerce and renewal filings are timely made.

Competitive Significance

Our patent portfolio collectively creates meaningful
barriers to imitation across each aspect of our core business: the chemistry, the application methods, the integrated defense systems,
the network infrastructure, and the manufacturing processes. The intersection of our composition patents, which protect the only EPA Safer
Choice-recognized fire inhibitor formulation, as well as our method and system patents, creates a legally and commercially reinforced
market position that we believe would be difficult for competitors to replicate without infringing one or more of our patents or without
using inferior chemistry that does not carry the same regulatory and environmental credentials. The expiration of individual patents over
the 2037–2044 timeframe will reduce certain specific protections, but the ongoing development of additional innovations and continuation
applications is expected to extend portfolio coverage as the technology evolves.

We cannot guarantee that pending patent applications
will be granted, that existing patents will not be challenged or invalidated, or that our intellectual property rights will be sufficient
to prevent competitors from developing equivalent products or methods. Any significant impairment of our intellectual property rights
could adversely affect our competitive position and results of operations.

Competition

The Company operates within
the broader fire safety and specialty chemicals landscape, where certain participants may have partial market overlap. However, the Company
is not aware of any offerings in this space that combine fire inhibition performance with recognition under the U.S. EPA Safer Choice
program. More broadly, the Company believes there is a limited presence of solutions that deliver environmentally sustainable fire-retardant
treatments specifically for lumber, wood products, and building materials. While conventional pressure-treated wood products exist, these
approaches typically rely on less environmentally favorable chemistries and do not align with the same sustainability standards.

The fire inhibitor markets
in North America are rapidly expanding. Growing population density and the need for fire protection materials in structures and products
fuels the market’s growth, specifically in the United States and Canada. The United States specialty chemical market for fire inhibitors
is in gradual expansion due to increasing compliance standards. Changes in demographics, especially the urbanization process and infrastructural
improvements, have made wildfire prevention and asset protection more crucial. Therefore, we believe that the fire inhibitor markets in
the United States and Canada are open to new non-toxic products and participants, and thus those markets are positive for entry by us.

Governmental Regulation

Our business is subject to
regulations by the EPA, including standards for product descriptions, efficacy claims and label format. Our product will likely need to
go through the USFS Qualified Product List (QPL) testing to be able to be applied onto federal lands. The QPL list is also recognized
by the California Department of Forestry and Fire Protection (CAL FIRE) as well as other countries who look to the QPL for products that
are approved to apply.

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Our product contains materials
from multiple suppliers. Some of these entities must comply with federal and local environmental laws and regulations. The EPA regulates
finished products by requiring disclosure of components and hazardous materials. The EPA can inspect our product and our producer’s
facility to determine the accuracy of the disclosures. State laws may also impose additional regulations on the use, preparation and storage
of our products. We believe that our component providers are in compliance in all material respects with governmental regulations regarding
our current product and have obtained governmental permits, licenses, qualifications and approvals required for our operations. Our
supplier’s compliance with federal, state and local environmental laws has not materially affected us either economically or in
the manner in which we conduct our business.

However, there can be no
assurance that our current or any future supplier will be able to comply with such laws and regulations in the future or that new governmental
laws and regulations will not be introduced that could prevent or temporarily inhibit the development, distribution and sale of our product
to end users.

Our lumber and wood product
markets are subject to code compliance for the wildland urban interface (WUI) as well as testing and certifications that must be met for
fire ratings to be adopted within the industry both inside and outside the United States. The specifications and codes often change, and
additional testing and certifications may be required to be able to effectively sell into the industry.

New government laws and regulations
may be introduced in the future that could result in additional compliance costs, seizures, confiscations, recalls or monetary fines,
any of which could prevent or inhibit the development, distribution and sale of our product. If our supplier fails to comply with applicable
laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal
sanctions, which could have a material adverse effect on our business, results of operations and financial condition.

Facilities

Our Company owns no real property. Our principal executive
office is a commercial space at 6400 S. Fiddlers Green Cir, Suite 300, Greenwood Village, CO 80111, that is under a month-to-month lease
at an average cost of less than $500 per month. The Company leased commercial space for office, retail and warehousing at 3230 Production
Avenue, Suite B, Oceanside, CA 92058, which was under a one year lease agreement at $6,225 per month and expired on March 31, 2025. Commencing
April 1, 2025, the Company leases commercial space for office, retail and warehousing at 3230 Production Avenue, Suite C & D, Oceanside,
CA 92058 (10,000 square feet of warehouse and office space and 17,000 square feet of yard space), which is under a five year lease at
$15,810 per month. The Oceanside property and warehousing is managed by Mr. Hotsko. Our primary phone number is (800) 401-4535.

Human Capital Management

As of
December 31, 2025, we had 14 full-time employees. We intend to grow our employee base in response to the demands and requirements of
the business. We believe that the employer-employee relationships in our Company are positive. We have no labor union
contracts.

Legal Proceedings

From time to time, we may be involved in legal proceedings
arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of management,
would have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us due to defense
and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.

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