CitroTech Inc.
Filed Feb 17, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Feb 17, 2026
Contents
Cautionary Note Regarding Forward-Looking Statements
This prospectus contains “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
These risks and uncertainties, many of which are beyond our control, include, and are not limited to:
| · | Risk of going concern opinion from our auditors, indicating the possibility that we may not continue to operate; |
| · | Due to limited operating history, it may be difficult for potential investors to evaluate our business; |
| · | Our stock price has fluctuated in the past, has recently been volatile and may be affected by limited trading volume and price fluctuations; |
| · | Upon exercise of our outstanding options or warrants and upon conversion of our Series C Convertible Preferred Stock, we will be obligated to issue a substantial number of additional shares of Common Stock which will dilute our present stockholders and may cause our stock price to decline; |
| · | We may issue preferred stock without approval of our stockholders and have other antitakeover defenses which may make it more difficult for a third party to acquire us and could depress our stock price; |
| · | We do not intend to pay cash dividends for the foreseeable future; |
| · | Our ability to raise the necessary financing for the development of our business and the terms of any financing which we are able to raise; |
| · | Our ability to obtain and enforce any United States and foreign intellectual property we may seek; |
| · | Our ability to generate sufficient revenue from our contract services to cover our operating expenses; |
| · | Our ability to establish a distribution network for the marketing and sale of any of our product; |
| · | Our ability to establish manufacturing facilities in compliance with EPA manufacturing practices or to enter into manufacturing agreements for the manufacture of our product in an EPA approved manufacturing facility; |
| · | Our ability to enter into a joint venture or other strategic relationship with respect to any of our proposed product; |
| · | The ability of the other party to any joint venture or strategic relationship to implement successfully any plans for the development, manufacturing and marketing of our product subject to the joint venture or strategic relationship; |
| · | Our ability to evaluate potential acquisitions, and the consequences of our failure to accurately evaluate the acquisitions; |
| · | Our ability to integrate any business we acquire with our business; |
| · | Changes in national, regional and local government regulations, taxation, controls and political and economic developments in the market for our product; |
| · | Our ability to obtain and maintain any permits or licenses necessary for our business, including listing on CalTrans Approved Material Lists (AML) or the USFS ground-based QPL listing ; |
| · | Our ability to identify, hire and retain qualified executive, administrative, regulatory, research and development, and other personnel; |
| · | Our ability to negotiate distribution on favorable terms with companies that have experience in marketing product such as ours; |
| · | The costs associated with defending and resolving pending and potential legal claims, even if such claims are without merit; |
| · | The effects of competition on our product and to price, market and sell our product; |
| · | Our ability to achieve favorable pricing for our product with third party material suppliers; |
| · | Our ability to accurately estimate anticipated expenses, capital requirements and needs for additional financing; |
| · | Our ability to accurately estimate the timing, cost or other aspects of the commercialization of our product candidates; |
| · | Actions by third parties to either sell or purchase our Common Stock in quantities that would have a significant effect on our stock price; |
| · | Risks generally associated with development stage companies; |
| · | Current and future economic and political conditions; |
| · | The impact of changes in accounting rules on our financial statements; and |
| · | Other assumptions described in this prospectus. |
The forward-looking statements in this prospectus speak only as of the date of this prospectus and you should not place undue reliance on any forward-looking statements. Forward-looking statements are subject to certain events, risks, and uncertainties that may be outside of our control. When considering forward-looking statements, you should carefully review the risks, uncertainties and other cautionary statements in this prospectus as they identify certain important factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.