Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Common Stock began trading on the NYSE American
on December 4, 2025, under the trading symbol “CITR”.
Security Holders
As of March 30, 2026, we estimate there were approximately
745 holders of record and 19,150,234 shares of our Common Stock were issued and outstanding.
Dividend Policy
We have not paid any dividends on our common stock
since inception and we currently expect that, in the foreseeable future, all earnings (if any) will be retained for the development of
our business and no dividends will be declared or paid on our common stock. Any future dividends on our common stock will be subject to
the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial
condition and capital requirements, general business conditions and other pertinent facts.
Securities Authorized for Issuance under
Equity Compensation Plans
The information required by Item 5 of Form 10-K regarding
equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.
Recent Sales of Unregistered Securities
During the period covered by this Annual Report, we
completed the following transactions in reliance upon exemptions from registration under the Securities Act:
Between October 1, 2025, and March 30, 2026, we
issued 193,968 shares of Series C Convertible Preferred Stock and 371,767 warrants, pursuant to a PIPE offering, for proceeds of $2,676,754.
The proceeds were used for general working capital and operational purposes, including Legal Fees, Accounting and Audit Fees, testing
and certification, and preparation to launch product offerings.
Between October 1, 2025, and March 30, 2026, we
issued 1,563,989 shares of Common Stock, as follows:
·
220,000 shares pursuant to the acquisition of intellectual property from Breakthrough Chemistry, Inc., valued at $1,775,400.
·
346,127 shares for the cashless conversion of 359,375 warrants.
·
500,000 shares for conversion of 150,000 shares of Series C Convertible Preferred Stock.
·
475,862 shares for conversion of debt and accrued interest of $1,071,821.
·
55,333 shares for services valued at $443,377.
Item 6. Reserved.
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