CitroTech Inc.

Previous wording

CitroTech has been issued 31 patents and has 56 patents pending. We are expanding our patent portfolio and technology platform into additional markets that can benefit from environmentally safe alternatives to legacy fire retardant and fire retardant-treated wood products. Using this technology, CitroTech has developed products that help achieve Class-A fire rating for lumber and engineered wood products. We are in the initial phases of commercializing this product. In April 2026, CitroTech and Hexion Inc. formed a 50/50 global joint venture named HexiTech LLC, a Delaware limited liability company that will work to commercialize the CitroTech product into factory applied lumber and wood products. This venture will be the Company’s primary go-to-market channel for this portion of the business.

Current wording

CitroTech has 42 granted patents (41 of which are granted in the US) and 90 pending applications (72 of which are pending in the US). We continue to evaluate our patent portfolio and technology platform to target additional markets that can benefit from environmentally safe alternatives to legacy fire retardant and fire retardant-treated wood products. Using this technology, CitroTech has developed products that help achieve Class-A fire rating for lumber and engineered wood products. We are in the initial phases of commercializing this product. In April 2026, CitroTech and Hexion Inc. formed a 50/50 global joint venture named HexiTech LLC, a Delaware limited liability company that will work to commercialize the CitroTech product into factory applied lumber and wood products. This venture is the Company’s primary go-to-market channel for this portion of the business. Large scale ASTM burn tests have been performed as part of the joint venture to be able to bring fact-based data to some of the largest lumber and wood product companies for the potential adoption of CitroTech. The joint venture is working through potential revenues and anticipated adoption timelines for calendar year 2027.

Previous wording

The Company is also actively deploying proactive wildfire defense systems on residential and commercial properties under the CitroSafe Systems brand. CitroSafe Systems are self-contained sprinkler installations that utilize our patented CitroTech product. These systems deploy our fire inhibitor in advance of wildfires to help prevent the advance of fires and reduce structural risk. In addition to protecting property owners from the ravages of wildfires, this offering addresses a significant and growing insurance market disruption across the Western United States, where carriers have curtailed or declined to write wildfire coverage on new construction and are cancelling or not renewing existing policies in the Wildland-Urban Interface (“WUI”). WUI is the transitional zone between undeveloped land and built environments that is at elevated risk of catastrophic wildfire loss. The Company is working with a large insurance broker to offer insurance coverage to customers who install a CitroSafe proactive wildfire system, with policies underwritten by established insurance carriers. This program is currently in the proof-of-concept phase.

Current wording

The Company is also actively deploying proactive wildfire defense systems on residential and commercial properties under the CitroSafe Systems brand. CitroSafe Systems are self-contained sprinkler installations that utilize our patented CitroTech product. These systems deploy our fire inhibitor in advance of wildfires to help prevent the advance of fires and reduce structural risk. In addition to protecting property owners from the ravages of wildfires, this offering addresses a significant and growing insurance market disruption across the Western United States, where carriers have curtailed or declined to write wildfire coverage on new construction and are cancelling or not renewing existing policies in the Wildland-Urban Interface (“WUI”). WUI is the transitional zone between undeveloped land and built environments that is at elevated risk of catastrophic wildfire loss. The Company is now in discussions with multiple brokers to offer insurance coverage to customers who install a CitroSafe proactive wildfire system, with policies underwritten by established insurance carriers.

Previous wording

We believe that fire safety benefits from several growth drivers, including increasing fire severity, as measured by higher acres burned, longer fire seasons and a growing urban component moving into the WUI, resulting in increased demand for specialty chemical fire inhibitors, thereby increasing production. We believe these trends are prevalent in North America, as well as globally, and we expect these trends to continue driving growth in demand for fire retardants and fire retardant treated lumber products. We have expanded our certified partner network to more than 20 organizations in the second quarter of 2026 that will install systems and/or apply CitroTech product around homes and in the community.

Current wording

We believe that fire safety benefits from several growth drivers, including increasing fire severity, as measured by higher acres burned, longer fire seasons and a growing urban component moving into the WUI, resulting in increased demand for environmentally safe specialty chemical fire inhibitors, thereby increasing production. We believe these trends are prevalent in North America, as well as globally, and we expect these trends to continue driving growth in demand for fire retardants and fire retardant treated lumber products. As of September 30, 2026, our certified partner network consisted of more than 30 organizations that install systems and/or apply CitroTech product around homes and in the community.

Previous wording

We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground-applications for long-term fire retardants. This growth includes use of ground assets in response to active fires (protection), as well as proactive treatments around critical infrastructure and known high-risk areas (prevention). Fire prevention products can be used to help prevent fire ignitions and protect property from potential fire danger by providing proactive retardant treatment in high-risk areas such as along roadsides, under power lines, along railroad rights-of-way, and around residential neighborhoods and commercial infrastructure. Treating these areas ahead of the fire season can help to prevent ignitions from equipment failures or sparks until a significant rainfall occurs. This prevention effort was proven by San Diego announcing an expansion of their CitroTech treatment program during 2026 based on success seen in 2025. Although there is no certainty in wildfire defense, when our CitroSafe system is installed, we fill it with our CitroTech product. Thereafter, we will conduct an annual inspection of the system to help ensure it is ready to help defend against a wildfire. While there is no specific useful life for our product, if the system has not been deployed since the third anniversary of the initial installation, or three years following an annual inspection, in an abundance of caution we will recommend the customer replace the CitroTech product. In addition, we suggest spraying CitroTech in areas surrounding the property that pose the greatest risk to help reduce the risk posed by dry vegetation, decks, garden bark, and fences.

Current wording

We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground-applications for long-term fire retardants. This growth includes use of ground assets and potentially drones in response to active fires (protection), as well as proactive treatments around critical infrastructure and known high-risk areas (prevention). Fire prevention products can be used to help prevent fire ignitions and protect property from potential fire danger by providing proactive retardant treatment in high-risk areas such as along roadsides, under power lines, along railroad rights-of-way, and around residential neighborhoods and commercial infrastructure. Treating these areas ahead of the fire season can help to prevent ignitions from equipment failures or sparks until a significant rainfall occurs. During 2026, San Diego announced an expansion of its CitroTech treatment program. In addition, certain utilities and railroads began applying CitroTech in pilot applications during Q3 of 2026. Some of these customers have indicated that they are waiting on QPL listing prior to large-scale adoption of the product onto high risk fire threat areas. Although there is no certainty in wildfire defense, when our CitroSafe system is installed, we fill it with our CitroTech product. Thereafter, we will conduct an annual inspection of the system to help ensure it is ready to help defend against a wildfire. While there is no specific useful life for our product, if the system has not been deployed since the third anniversary of the initial installation, or three years following an annual inspection, in an abundance of caution we will recommend the customer replace the CitroTech product. In addition, we suggest spraying CitroTech in areas surrounding the property that pose the greatest risk to help reduce the risk posed by dry vegetation, decks, garden bark, and fences.

Previous wording

Our business is highly dependent on the needs of commercial entities, residential homeowners and fire departments to prevent fires and protect assets, as well as the use and expansion of Class A Fire Retardant Treated lumber and wood products. As such, our financial condition and results of operations are significantly impacted by weather, which impact the number and severity of fires in any given year. Typically, sales of our product are higher during the summer months in the United States due to weather patterns that are generally correlated to a higher prevalence of wildfires due to drought. We believe orders will generally peak during the late summer months, but with expanded fire seasons in the United States, ignitions may continue through late fall or even into the winter months.

Current wording

Our business is highly dependent on the needs of commercial entities, residential homeowners and fire departments to prevent fires and protect assets, as well as the use and expansion of Class A Fire Retardant Treated lumber and wood products. As such, our financial condition and results of operations are significantly impacted by weather, which impacts the number and severity of fires in any given year. Typically, sales of our product are higher during the summer months in the United States due to weather patterns that are generally correlated to a higher prevalence of wildfires due to drought. We believe orders will generally peak during the late summer months, but with expanded fire seasons in the United States, ignitions may continue through late fall or even into the winter months.

Previous wording

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for six months ended June 30, 2026 and 2025, which are included herein.

Current wording

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for nine months ended September 30, 2026 and 2025, which are included herein.

Previous wording

Our revenue is generated through our subsidiary Mighty Fire Breaker LLC ("MFB Ohio"), which acquired our fire suppression intellectual property portfolio in April 2022. Our revenue is highly seasonal and event-driven, with demand concentrated in the Western United States during the traditional May to October fire season, and is materially influenced by wildfire activity in any given period. During the three months ended June 30, 2026, revenue decreased $407,000, or 59%, compared to the three months ended June 30, 2025. The rare situation of a devastating fire in both the Pacific Palisades and Eaton Canyon, in the first quarter of 2025 added to system revenue in the first quarter of 2025 that was not seen in 2026. In addition, revenue that was booked in the first half of 2025 related to CitroSafe systems is being shifted to our Certified Partners for the installation of systems, with higher margin CitroTech chemical sales that are being put into the system mostly starting after the end of the second quarter. This strategic shift will drive the installation of more systems with more CitroTech product and recurring income in the future from a redeveloped control system. This accounts for some of the change in revenues from the prior year quarter. Although the 50/50 joint venture with Hexion was formed in Q2 2026, no revenues were generated from the joint venture in the early days of getting it established.

Current wording

Our revenue is generated through our subsidiary Mighty Fire Breaker LLC ("MFB Ohio"), which acquired our fire suppression intellectual property portfolio in April 2022. Our revenue is highly seasonal and event-driven, with demand concentrated in the Western United States during the traditional May to October fire season, and is materially influenced by wildfire activity in any given period. During the three months ended September 30, 2026, revenue increased $376,000, or 130%, compared to the three months ended September 30, 2025, primarily due to increased sales of products to corporate customers and used in residential installations. In addition, revenue that was booked in the first half of 2025 related to CitroSafe systems is being shifted to our Certified Partners for the installation of systems, with higher margin CitroTech chemical sales that are being put into the system. This accounts for some of the change in revenues from the prior year quarter. No revenues were reported from the HexiTech joint venture during Q3, although some CitroTech product was field applied in the lumber and wood industry during the quarter.

Previous wording

Our revenue is currently project- and event-driven rather than subscription- or contract-based, and we do not currently have a meaningful base of recurring customers. The decrease in our top-five customer concentration to 71.9% in the three months ended June 30, 2026, from 78.4% in the comparable 2025 period, reflects both the absence of the Pacific Palisades and Eaton Canyon fire deployments that drove revenue in the prior period and the early-stage nature of our commercial customer base. We expect customer concentration to remain elevated until our channel partner program and recurring utility and structural-protection customer relationships further mature.

Current wording

Our revenue is currently project- and event-driven rather than subscription- or contract-based, and we do not currently have a meaningful base of recurring customers. The decrease in our top-five customer concentration to 58.6% in the three months ended September 30, 2026, from 79.6% in the comparable 2025 period, reflects the shift of system installation revenues to the Certified Partner network while still attracting the higher margin CitroTech chemical sales. We expect customer concentration to remain elevated until our channel partner program and recurring utility and structural-protection customer relationships further mature.

Previous wording

The increase in operating expenses was primarily attributed to increases in professional fees, research and development costs, and advertising and marketing, partially offset by decreases in management compensation and cost of revenue.

Current wording

The decrease in operating expenses was primarily attributed to decreases in management compensation, professional fees, and cost of revenue, partially offset by increases in research and development and marketing costs.

Previous wording

Cost of inventory consists of product costs, direct labor, related supplies, and direct testing of our CitroTech product and the various components required for installation of CitroSafe™ systems. Cost of inventory decreased during the six months ended June 30, 2026, compared to the comparable 2025 period, primarily due to lower product sales volume.

Current wording

Cost of inventory consists of product costs, direct labor, related supplies, and direct testing of our CitroTech product and the various components required for installation of CitroSafe™ systems. Cost of inventory decreased during the three months ended September 30, 2026, compared to the comparable 2025 period, primarily due to a decrease in outsource labor cost.

Previous wording

General and administrative expenses are office, rent, travel, insurance, website, IT, public listing fees, and other office related expenses. For the three months ended June 30, 2026, we incurred decreased expenditures on our website and IT development and general office offset by an increase in insurance and public listing fees.

Current wording

General and administrative expenses are office, rent, travel, insurance, website, IT, public listing fees, and other office related expenses.

Previous wording

The increase in advertising and marketing during the three months ended June 30, 2026, over the three months ended June 30, 2025, is primarily due to supporting revenue growth in addition to investor relations activities after being uplisted to the NYSE American. This includes rebranding efforts around the official company name change to CitroTech Inc. from General Enterprise Ventures Inc as well as the product labels moving from Mighty Fire Breaker to CitroTech and the conversion of relevant website and marketing materials.

Current wording

The increase in advertising and marketing during the three months ended September 30, 2026, over the three months ended September 30, 2025, is primarily due to supporting revenue growth in addition to investor relations activities after being uplisted to the NYSE American. This includes rebranding efforts around the official company name change to CitroTech Inc. from General Enterprise Ventures Inc as well as the product labels moving from Mighty Fire Breaker to CitroTech and the conversion of relevant website and marketing materials. In addition, during Q3 2026, the Company rang the closing bell of the New York Stock Exchange and engaged in additional Company marketing activities for the benefit of shareholders.

Previous wording

The professional fees during the three months ended June 30, 2026, primarily included stock-based compensation of $283,000 to advisors to our subsidiary MFB, and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2026. The professional fees during the three months ended June 30, 2025, did not include stock-based compensation. Professional fees were for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025.

Current wording

The professional fees during the three months ended September 30, 2026, includes stock-based compensation of $82,000 to consultants, and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2026. The professional fees during the three months ended September 30, 2025, includes stock-based compensation of $314,000 to consultants and various fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025.

Previous wording

During the three months ended June 30, 2026, management compensation decreased to $2.1 million from $2.3 million in the prior period. This decrease was primarily attributable to the buildout of a full executive management team during 2025, including the appointment of a Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Compensation during 2026 and 2025, primarily included stock-based management compensation of $1.3 million and $1.9 million, respectively. Payroll compensation to employees during 2026, was approximately $0.8 million as compared to $0.4 million during 2025.

Current wording

During the three months ended September 30, 2026, payroll and management compensation decreased to $1.0 million from $2.4 million in the prior-year period. This decrease was primarily attributable to lower stock-based compensation. The higher prior-period expense reflected performance stock units (PSUs) granted in 2025 in connection with the buildout of a full executive management team, including the appointment of a Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Management compensation for the three months ended September 30, 2026 and 2025 primarily included stock-based management compensation of $0.4 million and $1.8 million, respectively, and payroll to management of $0.4 million in each period. Payroll compensation to employees was approximately $0.3 million as compared to $0.2 million in the prior-year period.

Previous wording

We continue to invest heavily in the testing and certifications of CitroTech treated products as well as in advance of submitting formulas for approval to apply product onto federal lands. We are spending on outside testing to ensure that our products can pass the rigorous US Forest Service QPL testing as well as funding an additional product to be submitted to the US Forest Service for testing. We expect to continue growing R&D spend over historical spend as we add additional product lines and invest in the future of the company. This includes funded research programs with Texas A&M on new products that were not underway in 2025.

Current wording

We continue to invest heavily in the testing and certifications of CitroTech treated products as well as submitting formulas for approval to apply product onto federal lands. We are spending on outside testing to ensure that our products can pass the rigorous US Forest Service QPL testing as well as funding additional products to be submitted to the US Forest Service for testing. We expect to continue growing R&D spend over historical spend as we add additional product lines and invest in the future of the company. This includes a funded research program with Texas A&M on new products that were not underway in 2025.

Previous wording

For the three months ended June 30, 2026 and 2025, the other expenses consisted of interest expense primarily related to convertible notes payable issued in 2025 of $31,000 and convertible notes payable issued in 2025 and 2024 of $764,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $0 and $3.0 million, respectively, financing expense of $361,000 and $2.5 million, respectively, and loss on settlement of debt of $0 and $2.6 million, respectively. Settlement of debt in 2025 was the conversion of convertible notes issued in 2024. Financing expense is from 69,007 shares of Series C Convertible Preferred stock issued to BoltRock Holdings, LLC (“BRH”) in 2025.

Current wording

For the three months ended September 30, 2026 and 2025, the other income (expenses) consisted of interest income of $9,000 and $4,000, respectively, interest expense of $2,000 and $1.3 million, respectively, with the 2026 amount related to a finance loan and the 2025 amount primarily related to convertible notes payable issued in 2025 and 2024, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $0 and gain of $1.8 million, respectively, and loss on settlement of debt of $0 and $4.1 million, respectively. Settlement of debt in 2025 was the conversion of convertible notes issued in 2025.

Previous wording

The net loss for the six months ended June 30, 2026 was approximately $10.1 million, a decrease of approximately $12.7 million as compared to the six months ended June 30, 2025, primarily due to a significant reduction in other expenses, partially offset by lower revenue and higher operating expenses.

Current wording

The net loss for the three months ended September 30, 2026 was approximately $2.3 million, a decrease of approximately $5.6 million as compared to the three months ended September 30, 2025, primarily due to a significant reduction in other expenses and operating expenses as well as an increase in revenue.

Previous wording

Our results of operations for the six months ended June 30, 2026 and 2025 are summarized below:

Current wording

Our results of operations for the nine months ended September 30, 2026 and 2025 are summarized below:

Previous wording

Our revenue is generated through our subsidiary Mighty Fire Breaker LLC ("MFB Ohio"), which acquired our fire suppression intellectual property portfolio in April 2022. Our revenue is highly seasonal and event-driven, with demand concentrated in the Western United States during the traditional May to October fire season, and is materially influenced by wildfire activity in any given period. During the six months ended June 30, 2026, revenue decreased $1.0 million, or 62%, compared to the six months ended June 30, 2025. The rare situation of a devastating fire in both the Pacific Palisades and Eaton Canyon in the first six months of 2025 added to system revenue in the first half of 2025 that was not seen in the first half of 2026.

Current wording

Our revenue is generated through our subsidiary Mighty Fire Breaker LLC ("MFB Ohio"), which acquired our fire suppression intellectual property portfolio in April 2022. Our revenue is highly seasonal and event-driven, with demand concentrated in the Western United States during the traditional May to October fire season, and is materially influenced by wildfire activity in any given period. During the nine months ended September 30, 2026, revenue decreased $0.7 million, or 34%, compared to the nine months ended September 30, 2025. This change was primarily seen in shifts that the Company made in the first quarter of the year, while growing revenue during the third quarter over the prior year.

Previous wording

Our revenues from significant customers for the six months ended June 30, 2026 and 2025, are as follows:

Current wording

Our revenues from significant customers for the nine months ended September 30, 2026 and 2025, are as follows:

Previous wording

Our revenue is project- and event-driven rather than subscription- or contract-based, and we do not currently have a meaningful base of recurring customers. The increase in our top-five customer concentration to 52.5% in the six months ended June 30, 2026, from 40.7% in the comparable 2025 period, reflects both the absence of the Pacific Palisades and Eaton Canyon deployments that drove revenue in the prior period and the early-stage nature of our commercial customer base. We expect customer concentration to remain elevated until our channel partner program and recurring utility and structural-protection customer relationships further mature.

Current wording

Our revenue is project- and event-driven rather than subscription- or contract-based, and we do not currently have a meaningful base of recurring customers. The increase in our top-five customer concentration to 38.8% in the nine months ended September 30, 2026, from 37.9% in the comparable 2025 period, reflects the early-stage nature of our commercial customer base. We expect customer concentration to remain elevated until our channel partner program and recurring utility and structural-protection customer relationships further mature.

Previous wording

The increase in operating expenses was primarily attributed to increases in management compensation offset by a decrease in cost of revenue and professional fees.

Current wording

The decrease in operating expenses was primarily attributed to decreases in cost of revenue and professional fees offset by an increase in payroll and research and development expense.

Previous wording

During the six months ended June 30, 2026, the cost of revenue decreased over the six months ended June 30, 2025, primarily due to a decrease in cost of inventory.

Current wording

During the nine months ended September 30, 2026, the cost of revenue decreased over the nine months ended September 30, 2025, primarily due to a decrease in cost of inventory and royalty and sales commission payments.

Previous wording

Cost of inventory consists of product costs, direct labor, related supplies, and direct testing of our CitroTech product and the various components required for installation of CitroSafe™ systems. Cost of inventory decreased during the three months ended June 30, 2026, compared to the comparable 2025 period, primarily due to lower product sales volume.

Current wording

Cost of inventory consists of product costs, direct labor, related supplies, and direct testing of our CitroTech product and the various components required for installation of CitroSafe™ systems. Cost of inventory decreased during the nine months ended September 30, 2026, compared to the comparable 2025 period, primarily due to lower product sales volume and a decrease in outsource labor cost.

Previous wording

We did not have royalty and sales commissions to a related party in the six months ended June 30, 2026. During the first quarter of 2025, we recognized $56,000 as an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue. In March 2025, we entered into a new contract under which the consulting and advisory royalty arrangement was terminated.

Current wording

We did not have royalty and sales commissions to a related party in the nine months ended September 30, 2026. During the first quarter of 2025, we recognized $56,000 as an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue. In March 2025, we entered into a new contract under which the consulting and advisory royalty arrangement was terminated.

Previous wording

Amortization and depreciation expenses are from the amortization of patents and technology and the depreciation of vehicle, and furniture and equipment.

Current wording

Amortization and depreciation expenses are from the amortization of patents and technology and the depreciation of vehicles, furniture and equipment.

Previous wording

General and administrative expenses are office, rent, travel, insurance, website, IT, public listing fees, and other office related expenses. For the six months ended June 30, 2026, we incurred increased expenditures on public listing fee, our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

Current wording

General and administrative expenses are office, rent, travel, insurance, website, IT, public listing fees, and other office related expenses. For the nine months ended September 30, 2026, we incurred increased expenditures on public listing fee, our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

Previous wording

The increase in advertising and marketing during the six months ended June 30, 2026, over the six months ended June 30, 2025, is primarily due to supporting revenue growth in addition to investor relations activities after being uplisted to the NYSE American. This includes rebranding efforts around the official company name change to CitroTech Inc. from General Enterprise Ventures Inc as well as the product labels moving from Mighty Fire Breaker to CitroTech and the conversion of relevant website and marketing materials. We attended and helped to fund events in the wildfire industry to expose leaders in the fire industry to the CitroTech product, which we believe will lead to sales in the future.

Current wording

The increase in advertising and marketing during the nine months ended September 30, 2026, over the nine months ended September 30, 2025, is primarily due to supporting revenue growth in addition to investor relations activities after being uplisted to the NYSE American. This includes rebranding efforts around the official company name change to CitroTech Inc. from General Enterprise Ventures Inc as well as the product labels moving from Mighty Fire Breaker to CitroTech and the conversion of relevant website and marketing materials. We attended and helped to fund events in the wildfire industry to expose leaders in the fire industry to the CitroTech product, which we believe will lead to sales in the future.

Previous wording

The professional fees during the six months ended June 30, 2026, primarily included stock-based compensation of $443,000 to advisors, and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2026. In addition, we had expenses related to the formation of the HexiTech Joint Venture between CitroTech and Hexion that were a one-time expense. The professional fees during the six months ended June 30, 2025, primarily included stock-based management compensation of $2.3 million, of which $2.1 million was to a related party consultant (TC Special Investments, LLC (“TCSI”)) and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025.

Current wording

The professional fees during the nine months ended September 30, 2026, primarily included stock-based compensation of $526,000 to advisors and consultants, and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2026. In addition, we had expenses related to the formation of the HexiTech Joint Venture between CitroTech and Hexion that were a one-time expense. The professional fees during the nine months ended September 30, 2025, primarily included stock-based compensation of $2.7 million, of which $2.1 million was to a related party consultant (TC Special Investments, LLC (“TCSI”)) and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025.

Previous wording

During the six months ended June 30, 2026, management compensation increased to $5.2 million from $3.0 million in the prior period. This increase was primarily attributable to the buildout of a full executive management team during 2025, including the appointment of a Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Compensation during 2026, primarily included stock-based management compensation of $3.4 million, and payroll to management of $0.8 million and employees of approximately $1.1 million. The significant increase in stock-based compensation reflects the transition from a single-executive structure in the first quarter of 2025. Compensation during 2025, primarily included stock-based management compensation of $2.3 million and payroll to management of $0.5 million and employees of $0.2 million.

Current wording

During the nine months ended September 30, 2026, payroll and management compensation increased to $5.9 million from $5.4 million in the prior period. This increase was primarily attributable to higher payroll, reflecting a full period of compensation for the executive management team built out during 2025 and higher employee payroll. Management Compensation during 2026, primarily included stock-based management compensation of $3.8 million, and payroll to management of $1.1 million and employees of approximately $0.9 million. Compensation during 2025, primarily included stock-based management compensation of $4.1 million and payroll to management of $0.8 million and employees of $0.5 million.

Previous wording

For the six months ended June 30, 2026 and 2025, the other expenses consisted of interest expense primarily related to convertible notes payable issued in 2025 of $973,000 and convertible notes payable issued in 2025 and 2024 of $1.2 million, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $0 and $3.8 million, respectively, financing expense of $0.4 million and $8.7 million, respectively, and loss on settlement of debt of $847,000 and $2.6 million, respectively. Settlement of debt in 2026 is the conversion of convertible notes issued in 2025. Settlement of debt in 2025 is conversion of convertible notes issued in 2024. Financing expense is from 4 million warrants granted to a financial advisor and 69,007 shares of Series C Convertible Preferred stock issued to BRH in 2025.

Current wording

For the nine months ended September 30, 2026 and 2025, the other expenses consisted of interest expense primarily related to convertible notes payable issued in 2025 of $975,000 and convertible notes payable issued in 2025 and 2024 of $2.6 million, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $0 and $2.0 million, respectively, financing expense of $0.4 million and $8.7 million, respectively, and loss on settlement of debt of $847,000 and $6.8 million, respectively. Settlement of debt in 2026 is the conversion of convertible notes issued in 2025. Settlement of debt in 2025 is conversion of convertible notes issued in 2024 and 2025. Financing expense is from 666,668 warrants granted to a financial advisor and 69,007 shares of Series C Convertible Preferred stock issued to BRH in 2025.

Previous wording

The net loss for the three months ended June 30, 2026 was approximately $3.9 million, a decrease of approximately $8.0 million as compared to the three months ended June 30, 2025, primarily due to a significant reduction in other expenses, partially offset by lower revenue and higher operating expenses.

Current wording

The net loss for the nine months ended September 30, 2026 was approximately $12.4 million, a decrease of approximately $18.3 million as compared to the nine months ended September 30, 2025, primarily due to a significant reduction in other expenses and operating expenses, partially offset by lower revenue.

Previous wording

Since our inception, we have incurred significant operating losses and negative cash flows from our operations. Our net loss was $10.1 million and $22.8 million for the six months ended June 30, 2026 and 2025, respectively. During fiscal year 2025, we completed a debt offering in February and an equity offering in September and October which generated net proceeds of approximately $3.7 million and $8.1 million, respectively.

Current wording

Since our inception, we have incurred significant operating losses and negative cash flows from our operations. Our net loss was $12.4 million and $30.7 million for the nine months ended September 30, 2026 and 2025, respectively. In October 2026, we completed an equity offering which generated net proceeds of approximately $5.2 million. During fiscal year 2025, we completed a debt offering in February and an equity offering in September and October which generated net proceeds of approximately $3.7 million and $8.1 million, respectively.

Previous wording

As of June 30, 2026 and December 31, 2025, the current assets consisted of cash of $2.5 million and $6.3 million, respectively, inventory of $579,000 and $621,000, respectively, accounts receivable of $165,000 and $209,000, respectively, and prepaid expenses and other current assets of $419,000 and $317,000, respectively.

Current wording

As of September 30, 2026 and December 31, 2025, the current assets consisted of cash of $1.1 million and $6.3 million, respectively, inventory of $542,000 and $621,000, respectively, accounts receivable of $264,000 and $209,000, respectively, and prepaid expenses of $314,000 and $317,000, respectively, and deferred offering costs of $134,000 and $0, respectively.

Previous wording

As of June 30, 2026 and December 31, 2025, the current liabilities consisted of accounts payable and accrued liabilities of $222,000 and $316,000, respectively, deferred revenue of $21,000 and $3,000, respectively, due to related parties of $5,000 and $168,000, respectively, convertible notes net of discount of $0 and $219,000, respectively, convertible note – related party of $0 and $1.3 million, respectively, current portion of financing loan of $15,000 and $30,000 respectively, and current portion of operating lease liability of $157,000 and $148,000, respectively.

Current wording

As of September 30, 2026 and December 31, 2025, the current liabilities consisted of accounts payable and accrued liabilities of $590,000 and $316,000, respectively, deferred revenue of $12,000 and $3,000, respectively, due to related parties of $3,000 and $168,000, respectively, convertible notes net of discount of $0 and $219,000, respectively, convertible note – related party of $0 and $1.3 million, respectively, current portion of financing loan of $17,000 and $30,000 respectively, and current portion of operating lease liability of $162,000 and $148,000, respectively.

Previous wording

The decrease in working capital in 2026 was primarily due to a decrease in cash of $3.7 million for operating activities, offset by a decrease in convertible debt due to conversions into common stock.

Current wording

The decrease in working capital in 2026 was primarily due to a decrease in cash of $5.2 million for operating activities, offset by a decrease in convertible debt due to conversions into common stock.

Previous wording

For the six months ended June 30, 2026, net cash flows used in operating activities consisted of a net loss of $10.1 million, reduced by stock-based compensation of $4.2 million, non-cash lease expenses of $78,000, amortization and depreciation of $250,000, amortization of debt discount of $892,000, loss on settlement of debt of $847,000, loss on disposal of equipment of $32,000, and increased by bad debt recovery of $20,000, and net changes in operating assets and liabilities of $33,000.

Current wording

For the nine months ended September 30, 2026, net cash flows used in operating activities consisted of a net loss of $12.4 million, reduced by stock-based compensation of $4.7 million, non-cash lease expenses of $117,000, amortization and depreciation of $370,000, amortization of debt discount of $892,000, loss on settlement of debt of $847,000, loss on disposal of equipment of $32,000, and reduced by bad debt recovery of $20,000, and net changes in operating assets and liabilities of $211,000.

Previous wording

For the six months ended June 30, 2025, net cash flows used in operating activities consisted of a net loss of $22.8 million, reduced by stock-based compensation of $13.3 million, non-cash lease expenses of $86,000, amortization and depreciation of $151,000, amortization of debt discount of $1.0 million, loss on settlement of debt of $2.6 million and changes in derivative liability of $3.8 million, and increased by net changes in operating assets and liabilities of $110,000.

Current wording

For the nine months ended September 30, 2025, net cash flows used in operating activities consisted of a net loss of $30.7 million, reduced by stock-based compensation of $15.4 million, non-cash lease expenses of $123,000, amortization and depreciation of $242,000, amortization of debt discount of $2.2 million, loss on settlement of debt of $6.8 million, write-off of deferred offering cost of $197,000 and changes in derivative liability of $2.0 million, and reduced by net changes in operating assets and liabilities of $328,000.

Previous wording

For the six months ended June 30, 2026 and 2025, the net cash flows provided by (used in) investing activities consisted of the purchase of equipment of $11,000 and $168,000 and sales of equipment of $12,500 and $0, respectively.

Current wording

For the nine months ended September 30, 2026 and 2025, the net cash flows used in investing activities consisted of the purchase of equipment of $22,000 and $222,000 and sales of equipment of $12,500 and $0, respectively.

Previous wording

For the six months ended June 30, 2026, net cash provided by financing activities consisted of $96,000 capital contribution from a related party and proceeds from the exercise of warrants of $25,000, and repayment of a financing loan of $30,000.

Current wording

For the nine months ended September 30, 2026, net cash provided by financing activities consisted of $96,000 capital contribution from a related party and proceeds from the exercise of warrants of $25,000, $15,000 deferred offering cost payment and repayment of a financing loan of $33,000.