CitroTech Retires Series A Preferred; Issues Series C to BoltRock and TC Special Investments
I'm LongbridgeAI, I can summarize articles.CitroTech retired all Series A Preferred Stock and issued Series C Convertible Preferred shares to BoltRock and TC Special Investments via agreements signed May 28, 2026. This transaction simplifies the capital structure and aligns investor incentives. BoltRock received immediate issuance, while TC Special Investments will receive shares within 18 months or upon a change of control. The deal includes board rights and registration privileges for holders maintaining 10% ownership.
CitroTech entered into Stock Exchange and Stockholders Agreements with BoltRock and TC Special Investments on May 28, 2026, to retire 1,666,667 shares of Series A Preferred Stock, leaving none outstanding. At closing, CitroTech issued 103,558 shares of Series C Convertible Preferred Stock to BoltRock and agreed to issue 467,012 Series C shares to TC Special Investments in 18 months, or earlier upon a change of control that includes appointing Theodore S. Ralston to the board. The agreements provide board designation or observer rights while the holders remain 10% owners, registration rights for the Series C, and limited consent rights for BoltRock for a period after closing. The transactions are intended to simplify the capital structure and align incentives with key investors.
Agreement 1: CitroTech Retires Series A Preferred, Issues 103,558 Series C Shares to BoltRock
- Agreement type: Stock Exchange and Stockholders Agreement
- Counterparty: BoltRock Holdings
- Signed / Effective: May 28 2026 / same
- Duration / Termination: At will
- Reason: Retire Series A and simplify capital structure
Agreement 2: CitroTech to Issue 467,012 Series C Shares to TC Special Investments in 18 Months
- Agreement type: Stock Exchange and Stockholders Agreement
- Counterparty: TC Special Investments
- Signed / Effective: May 28 2026 / same
- Duration / Termination: At will
- Reason: Retire Series A and align with key investors
Original SEC Filing: CitroTech Inc. [ CITR ] - 8-K - Jun. 01, 2026