UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~The Securities Exchange Act of 1934~~

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): October 15, 2025~~1934

~~General~~Date ~~Enterprise~~of ~~Ventures,~~Report ~~Inc.~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): March in31, ~~its charter)~~2026

Wyoming		000-56567		87-2765150
(State or otherjurisdiction of incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

CitroTech Inc.

(Exact name of registrant as specified in its charter)

1740H Del Range Blvd, Suite 166

Wyoming

001-42983

87-2765150

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~Cheyenne~~6400 S. Fiddlers Green Cir., WYSuite ~~82009~~300

Greenwood Village, CO 80111

(Address of principal executive offices) (zip code)

(800-) 401-4535

(Registrant’s telephone number, including area code)

________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CITR		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On ~~October 21~~April 1, ~~2025,~~ ~~General Enterprise Ventures~~2026, CitroTech Inc. (the “Company”) entered into ~~Securities~~a ~~Purchase~~Transition ~~Agreements~~Agreement (the “~~Securities~~Transition ~~Purchase Agreements~~Agreement”) with ~~certain~~Stephen ~~investors (the “Investors”) for the issuance and sale (the “PIPE Offering”) of (i) 193~~Conboy,~~967~~ ~~shares~~pursuant ofto ~~its Series C Convertible Preferred Stock par value $0~~which Mr.~~0001~~ ~~per~~Conboy ~~share~~transitioned ~~for~~from anhis ~~aggregate~~role ~~purchase~~as ~~price of $2,909,515 (~~the ~~“Series C Preferred Stock”), each convertible into 3.3333 shares of the~~ Company’s ~~common~~Chief ~~stock,~~Technology ~~par~~Officer ~~value $0.0001 per share (the “Common Stock”), and (ii) warrants (the “PIPE Warrants”)~~ to ~~purchase up to 323,276 shares of Common Stock at~~ an ~~offering~~outside ~~price~~advisor ofto ~~$15.00~~the ~~per~~Company’s ~~share~~Chief Executive ~~of Series C Preferred Stock and accompanying PIPE Warrant~~Officer. The ~~PIPE~~Transition ~~Warrants~~Agreement ~~are~~provides ~~exercisable~~for ~~immediately~~a ~~upon~~90-day ~~issuance~~transition atperiod anbeginning ~~exercise~~March ~~price of $6.00 per share~~31, ~~subject~~2026 ~~to customary adjustments for stock splits, reorganizations~~ and ~~such~~ending ~~similar~~June ~~events~~30, ~~and will expire five years from~~ 2026 (the ~~date of issuance. The 193,967 shares of Series C Preferred Stock are referred to herein as the~~ “~~Preferred~~Transition ~~Stock Shares~~Period”). The Securities Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. There is no trading market available for the Preferred Stock Shares or the PIPE Warrants on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares or PIPE Warrants on any securities exchange or nationally recognized trading system.

~~Univest~~During ~~Securities, LLC acted as placement agent (~~the ~~“Placement~~Transition ~~Agent”) in connection with the PIPE Offering~~Period, ~~pursuant~~Mr. toConboy will ~~that~~not ~~certain~~participate ~~Placement~~in ~~Agency Agreement, dated as of September 30, 2025, between~~ the Company’s ~~and~~internal ~~the~~management ~~Placement~~or ~~Agent (the “Placement Agency Agreement”). Pursuant~~ day-to-day ~~the~~operations ~~Placement~~and ~~Agency~~will ~~Agreement,~~not ~~the~~have ~~Company~~authority ~~(i) paid the Placement Agent a cash fee equal~~ to 8%bind of the ~~gross proceeds from the PIPE Offering~~Company, and ~~(ii)~~he ~~issued~~will ~~the~~assist ~~Placement~~with ~~Agent,~~transitioning orrelationships ~~its~~and ~~designees,~~delivering ~~warrants~~information toregarding ~~purchase~~inventions upin todevelopment. aIn ~~number~~consideration of Mr. ~~shares~~Conboy’s ofcompliance ~~Common~~with ~~Stock (~~the ~~“Placement~~Transition ~~Agent~~Agreement, ~~Warrants”) equal to 5% of~~ the ~~total~~Company ~~number~~will ofpay ~~Common~~Mr. ~~Stock~~Conboy ~~issuable~~$10,000 ~~upon~~per ~~conversion~~month ofduring the ~~Preferred~~Transition ~~Stock Shares~~ Period and ~~exercise~~reimburse pre-approved out-of-pocket ~~the PIPE Warrants sold in the PIPE Offering~~expenses. The ~~Placement~~Company ~~Agent~~will ~~Warrants~~also ~~have~~advance ~~substantially~~up ~~the same terms as the PIPE Warrants except that the exercise price per share of Common Stock is equal~~ to ~~120%~~$200,000 ofworth ~~the exercise price~~ of ~~the~~specified ~~Common Warrants, or $5~~products.~~40 per share.~~

~~The~~Following ~~securities~~the ~~being~~Transition ~~offered~~Period, ~~and~~the ~~sold~~Transition Agreement byprovides ~~the~~Mr. ~~Company~~Conboy inan ~~the~~exclusive ~~PIPE~~right ~~Offering~~to ~~and~~sell ~~the~~specified ~~Placement~~Company ~~Agent~~products ~~Warrants~~and ~~have~~systems ~~not~~within ~~been~~a ~~registered~~defined ~~under~~geographic ~~the~~carve-out area ~~Securities~~near ~~Act~~North ofLake ~~1933~~Tahoe, asSouth ~~amended~~Lake ~~(the~~Tahoe ~~“Securities~~and ~~Act”)~~Truckee, ~~and~~California, ~~may~~subject ~~not~~to beminimum ~~offered~~annual orgross ~~sold~~sales inthresholds ~~the~~($500,000 ~~United~~in ~~States~~2026 and ~~absent~~$2,000,000 ~~registration~~in ~~with~~2027 ~~the~~and ~~Securities~~thereafter) and ~~Exchange~~the ~~Commission~~Company’s ~~(the~~audit ~~“SEC”)~~rights. orThe anTransition ~~applicable~~Agreement ~~exemption~~further ~~from~~provides ~~such~~that, ~~registration~~following the ~~requirements~~Transition Period, Mr. ~~The~~Conboy ~~securities~~may ~~were~~purchase ~~offered~~specified ~~only~~products tofrom ~~accredited~~the ~~investors~~Company at preferred pricing.

The ~~foregoing~~Transition ~~descriptions~~Agreement also includes certain equity-related provisions, including that upon the Company closing outside financing of at least $10,000,000, the ~~Securities~~Company ~~Purchase~~may elect ~~Agreements~~to purchase, ~~PIPE~~or ~~Warrants~~register for resale, ~~Placement~~up ~~Agent~~to ~~Agreement~~$1,000,000 ~~and~~of ~~the~~Mr. ~~Placement~~Conboy’s ~~Agent~~existing ~~Warrant~~shares doof ~~not~~Company ~~purport~~common tostock, beand aprovides limitations ~~complete~~on ~~description~~Mr. ofConboy’s ~~such~~post-transition ~~documents~~share sales and ~~are~~ownership. ~~qualified~~In inaddition, ~~their~~beginning ~~entirety~~December by1 ~~reference~~of tothe year the ~~full~~Company exceeds ~~text~~$10,000,000 ofin ~~each~~gross ~~document~~revenue (and annually thereafter) until a $7,500,000 ~~copies~~royalty ofis ~~which~~satisfied, ~~are~~the ~~filed~~Company ~~herewith~~will asdeliver ~~Exhibits~~to 4Mr. Conboy $1,500,000 ~~10.1~~worth of restricted common shares, ~~10.2~~subject to offsets for prior product advances and 10ownership limitations.3, ~~respectively,~~The ~~and~~parties also ~~incorporated~~agreed to negotiate in good faith with an entity controlled by ~~reference~~Mr. ~~herein~~Conboy a post-transition affiliate agreement that contemplates a commission on certain net sales within a defined territory.

~~Item~~The 3Transition Agreement includes a broad release of claims by Mr.02 ~~Unregistered~~Conboy ~~Sales~~and contains confidentiality, non-disclosure, restrictive covenant, and non-disparagement provisions, as well as provisions permitting suspension or cessation of ~~Equity~~compensation ~~Securities~~upon breach and specified remedies, including liquidated damages in certain circumstances.

The ~~information~~foregoing ~~set~~description ~~forth in Item 1.01~~ of ~~this Current Report on Form 8-K with regard to~~ the ~~offer~~Transition Agreement ~~and~~is ~~sale~~qualified ofin ~~the~~its ~~Preferred~~entirety ~~Stock~~by ~~Shares~~reference ~~and the PIPE Warrants~~ to the ~~Investors~~full ~~and~~text ~~the issuance~~ of the ~~Placement~~Transition ~~Agent~~Agreement, ~~Warrants~~which is ~~incorporated~~filed ~~herein~~as byExhibit ~~reference~~10.1 ~~The~~to ~~Preferred~~this Current ~~Stock~~Report ~~Shares,~~on ~~the~~Form ~~PIPE~~8-K ~~Warrants,~~ and ~~the~~is ~~Placement~~incorporated ~~Agent~~herein ~~Warrants were issued and sold~~ by the Company and the future issuance of Common Stock pursuant to conversions of the Preferred Stock Shares and the exercise of the PIPE Warrants and the Placement Agent Warrants in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amendedreference.

Item 5.02 Departure of Directors or ~~Principal~~Certain Officers; Election of Directors; Appointment of ~~Principal~~Certain Officers; Compensatory Arrangements of Certain Officers

~~Director~~Effective ~~Appointments~~March 31, 2026, Mr. Conboy resigned from his position as the Company’s Chief Technology Officer (and any other positions he held with the Company or any of its affiliates), in connection with the Transition Agreement described in Item 1.01 above.

~~Effective~~Mr. asConboy’s ofresignation ~~October 15, 2025,~~was ~~Lorenzo~~not ~~Calinawan~~the ~~and~~result of ~~Craig~~any ~~Huff~~disagreement ~~were~~with ~~appointed~~the asCompany ~~members~~on ofany ~~the~~matter ~~Board~~relating ofto ~~Directors of~~ the Company’s operations, policies or practices.

Mr. Huff is the founder and managing member of BoltRock Holdings LLC, a family investment firm and significant shareholder in the Company. Prior to founding BoltRock, Mr. Huff co-founded and served as co-chief executive officer of Reservoir Capital, a multi-billion dollar opportunistic investment firm, for over two decades. He also served in the U.S. Navy as a nuclear engineer and nuclear submarine officer. Mr. Huff has extensive board experience in both private and public companies across a wide range of sectors, including the insurance industry. He holds a bachelor’s degree in engineering physics, magna cum laude, from Abilene Christian University, and an MBA with high distinction from Harvard Business School where he was recognized as a Baker Scholar.

Mr. Calinawan is the co-founder and managing director of Chemlink Partners, a boutique M&A advisory firm focused exclusively on the global chemicals, specialty materials and adjacent industrial sectors. Over his career, Mr. Calinawan has advised on more than $90 billion of completed transactions, including landmark deals, transformative carve-outs, platform builds and cross-border transactions for leading strategics and private equity sponsors. Prior to founding Chemlink, he held senior investment banking roles at Citibank and Piper Sandler and also served as an investment professional at SK Capital Partners, where he focused on building and growing specialty chemicals and materials platforms. Mr. Calinawan brings deep sector knowledge, a global network and proven transaction execution and investment expertise to the company’s board.

There are no arrangements between Mr. Huff or Mr. Calinawan and any other person pursuant to which he was selected to become a director of the Company. Mr. Huff and Mr. Calinawan do not have any family relationships with any executive officer or director of the Company, or with any person selected to become an officer or director of the Company. Neither Mr. Huff, Mr. Calinawan nor any member of his immediate family has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description	~~Description~~
4.1		Form of PIPE Warrant
10.1†	Transition Agreement, dated April 1, 2026, by and between CitroTech Inc. and Stephen Conboy
10.1		Form of Securities Purchase Agreement
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)
10.2		Placement Agent Agreement
10.3		Form of Placement Agent Warrant
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

~~Forward~~† Certain portions of this exhibit have been redacted pursuant to Regulation S-~~Looking~~K ~~Statements~~Item 601(b)(10)(iv). The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding, the formation of the Corporation, the expected benefits from the Corporation, and the investments related to the Corporation. You can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions.2

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Current Report on Form 8-K are based upon information available to us as of the date of this Current Report on Form 8-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	General Enterprise Ventures, Inc.
	CitroTech Inc.
Date: October 21, 2025	By:	/s/ Wesley J. Bolsen
Date: April 3, 2026	By:	/s/ Wesley J. Bolsen
		Chief Executive Officer
	Name: Title:	Wesley J. Bolsen Chief Executive Officer

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