Form 4 for CITR CitroTech Inc.
Accepted 2026-06-01 21:03:09 ET · period of report 2026-05-28 · accession 0001683168-26-004435 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-06-01 21:03 | 2026-05-29 | CITR | Ralston Theodore | Dir, 10% | C - Cnv Deriv | — | +44.4K | 215.7K | +26% | — |
| DI | 2026-06-01 21:03 | 2026-05-29 | CITR | Ralston Theodore | Dir, 10% | G - Gift | $0.00 | -105.0K | 2.17M | -5% | $0 |
| DI | 2026-06-01 21:03 | 2026-05-29 | CITR | Ralston Theodore | Dir, 10% | J - Other | — | -600.0K | 1.57M | -28% | — |
| DI | 2026-06-01 21:03 | 2026-05-28 | CITR | Ralston Theodore | Dir, 10% | D - Sale to Iss | — | -1.36M | 0 | -100% | — |
| D | 2026-06-01 21:03 | 2026-05-29 | CITR | Ralston Theodore | Dir, 10% | C - Cnv Deriv | — | -13.3K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.0001 | 2026-05-29 | C | A | 44,447 | — | 215,703 | D | — | — | (F1) Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. (F1) Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. |
| 2 | Common | Common Stock, par value $0.0001 | 2026-05-29 | G | D | 105,000 | $0.00 | 2,174,328 | I By virtue of sole member of TC Special Investments LLC | — | — | (F2) These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares. (F2) These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares. |
| 3 | Common | Common Stock, par value $0.0001 | 2026-05-29 | J | D | 600,000 | — | 1,574,328 | I By virtue of sole member of TC Special Investments LLC | — | — | (F3) The shares reported in this transaction were disposed of pursuant to the terms of a settlement agreement resolving litigation, at a price of $0.28 per share. (F3) The shares reported in this transaction were disposed of pursuant to the terms of a settlement agreement resolving litigation, at a price of $0.28 per share. (F2) These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares. |
| 4 | Common | Series A Preferred Stock, par value $0.0001 | 2026-05-28 | D | D | 1,364,141 | — | 0 | I By virtue of sole member of TC Special Investments LLC | — | — | (F4) On May 28, 2026, the Issuer and TC Special Investments LLC entered into a Stock Exchange and Stockholder Agreement (the "TCSI Exchange Agreement"), pursuant to which the Issuer reacquired 1,364,141 shares of Series A Preferred Stock from TC Special Investments LLC. Under the TCSI Exchange Agreement, the Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments LLC on the date that is 18 months after closing, or earlier in connection with a change of control of the Issuer (which, as defined in the TCSI Exchange Agreement, includes the appointment of Theodore S. Ralston to the Issuer's board of directors). (F4) On May 28, 2026, the Issuer and TC Special Investments LLC entered into a Stock Exchange and Stockholder Agreement (the "TCSI Exchange Agreement"), pursuant to which the Issuer reacquired 1,364,141 shares of Series A Preferred Stock from TC Special Investments LLC. Under the TCSI Exchange Agreement, the Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments LLC on the date that is 18 months after closing, or earlier in connection with a change of control of the Issuer (which, as defined in the TCSI Exchange Agreement, includes the appointment of Theodore S. Ralston to the Issuer's board of directors). (F2) These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares. |
| 5 | Derivative | Series C Convertible Preferred Stock, par value $0.0001 | 2026-05-29 | C | D | 13,334 | — | 0 | D | — · — to — | 44,447 Common Stock | (F1) Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. (F1) Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. (F1) Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. (F1) Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. (F1) Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date. |