CitroTech Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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Mar 31, 2026 · Filed May 15, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended March 31, 2026, the Company issued 594,586 unregistered shares of Common Stock as follows:
| · | 220,000 shares of Common Stock issued in connection with the acquisition of intellectual property, valued at $1,775,400; |
| · | 171,878 shares of Common Stock issued upon conversion of convertible promissory notes in the aggregate principal amount of $375,000 plus accrued interest of $37,500 in February and March 2026; |
| · | 180,708 shares of Common Stock issued upon cashless exercise of 192,709 warrants; and |
| · | 22,000 shares of Common Stock issued to consultants for services, valued at $160,380. |
The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. The recipients of the above securities represented that they acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
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