CitroTech Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Our unaudited financial statements are stated in United States Dollars (USD) and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report. In this Quarterly Report, unless otherwise specified, all dollar amounts are expressed in United States Dollars. As used in this Quarterly Report, the terms “we”, “us”, “our” and “our company” mean CitroTech Inc. 27 Overview We are a specialty, non-toxic chemical company that formed a 50/50 global joint venture with Hexion on April 17, 2026 for the production and sale of CitroTech into the fire retardant treated wood market. In addition, the Company manufactures environmentally sustainable fire inhibitors and fire retardants to help prevent wildland fires and protect assets, as well as putting the fire inhibitors into home systems for their deployment. Management is highly experienced at building and running companies, as well as commercializing and executing on strategic partnerships for the sale of products and services. Since MFB Ohio acquired the MFB portfolio of intellectual property on April 13, 2022, our management team has continued to develop and refine our product formulations. The Company has received significant third-party recognition for these efforts, including twice receiving the EPA Safer Choice designation, being the first and only fire inhibitor recognized by the EPA as safe for the environment, and receiving UL GREENGUARD Gold certification, which reflects minimal impact on indoor air quality from toxic smoke over extended exposure. Our products have been adopted by fire departments throughout the State of California. 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. CitroTech has developed wood coating products utilizing this technology and is in the initial phases of commercialization. The Company is also 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 and are deployed in advance of wildfires to reduce structural risk. This offering addresses a significant and growing insurance market disruption across eleven western states, where carriers have curtailed or declined to write wildfire coverage on new construction and existing policies in the Wildland Urban Interface, 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. Our management team consists of four individuals: Wesley J. Bolsen, Chief Executive Officer; Andrew Hotsko, Chief Operating Officer; Nanuk Warman, Secretary and Chief Financial Officer; and Anthony Newton, General Counsel. 28 Known Trends and Uncertainties Growth in Fire Safety 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 Wildland Urban Interface, resulting in a need for higher quantity of 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 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. 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 remove and replace the CitroTech. 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. We have invested and intend to continue investing in the expansion of our fire retardant and lumber treatment business through product development and business development to grow our customer base. Weather Conditions and Climate Trends 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 as well as environmental and other factors affecting climate change, 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. We believe orders will generally peak during the summer months, but with expanded fire seasons in the United States, ignitions may start in the late Spring and continue through late Fall of calendar year 2026. Results of Operations We are developing and commercializing our product lines. We have been focused historically on obtaining patents and various accreditations. To date, we do not have a large customer base, having relied heavily on a few customers, for the commercialization and testing of our CitroTech product and delivery system. We currently do not have an established retail product line nor recurring significant customer base. The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three months ended March 31, 2026 and 2025, which are included herein. 29 Our results of operations for the three months ended March 31, 2026 and 2025 are summarized below: Three months ended March 31, 2026 2025 Change % Revenue $ 344,915 $ 969,382 (624,467 ) (64% ) Operating expenses 4,792,061 4,427,838 364,223 8% Other (income) expenses 1,763,418 7,444,948 (5,681,530 ) (76% ) Net loss $ 6,210,564 $ 10,903,404 (4,692,840 ) (43% ) Revenue 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 March 31, 2026, revenue decreased $624,000, or 64%, compared to the three months ended March 31, 2025. The rare situation of a devastating fire in both the Pacific Palisades and Eaton Canyon fires in the first quarter of 2025 added to system revenue in the first quarter of 2025 that was not seen in the first quarter of 2026. Our revenues consisted of the following: Three months ended March 31, 2026 2025 Products sale $ 203,396 $ 604,482 Product installation service 141,519 364,900 $ 344,915 $ 969,382 Our revenues from significant customers for the three months ended March 31, 2026 and 2025, are as follows: Three months ended March 31, 2026 2025 Number of customers (more than 10% revenue) 3 3 Total revenue of top 5 customers 67.8% 48.1% 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 67.8% in the three months ended March 31, 2026, from 48.1% 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. 30 Operating Expenses Three months ended March 31, 2026 2025 Change % Cost of revenue $ 225,577 $ 617,260 $ (391,683 ) (63% ) Amortization and depreciation 125,684 74,539 51,145 69% General and administrative 409,956 203,171 206,785 102% Advertising and marketing 137,600 104,496 33,104 32% Payroll and management compensation 3,107,367 673,423 2,433,944 361% Professional fees 704,352 2,746,918 (2,042,566 ) (74% ) Research and development expense 81,525 8,031 73,494 915% Total operating expenses $ 4,792,061 $ 4,427,838 $ 364,223 8% The increase in operating expenses was primarily attributed to increases in management compensation offset by a decrease in cost of revenue and professional fees. Cost of revenue Three months ended March 31, 2026 2025 Change % Cost of inventory $ 165,430 $ 516,443 $ (351,013 ) (68% ) Freight and shipping 2,461 160 2,301 1438% Consulting and advisory-related party – 4,000 (4,000 ) (100% ) Royalty and sales commission-related party – 56,290 (56,290 ) (100% ) Rent expense 57,686 40,367 17,319 43% Total cost of revenue $ 225,577 $ 617,260 $ (391,683 ) (63% ) During the three months ended March 31, 2026, the cost of revenue decreased over the three months ended March 31, 2025, primarily due to a decrease in cost of inventory. 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 March 31, 2026, compared to the comparable 2025 period, primarily due to lower product sales volume. Freight and shipping relate to costs for shipping products to customers. 31 Consulting and advisory services are to a related party company for services related to product installations. Royalty and sales commissions to a related party decreased to zero in the three months ended March 31, 2026, from $56,290 in the comparable 2025 period. During the first quarter of 2025, we recognized 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. Rent expenses are warehouse and facility rent expenses. The increase in rent expense is primarily attributable to our relocation to a larger commercial facility for operations, warehousing, and customer-facing activities beginning in April 2025, along with the cancellation of a prior warehouse lease in May 2025. Amortization and depreciation Amortization and depreciation expenses are from the amortization of patents and technology and the depreciation of vehicle, and furniture and equipment. General and administrative General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the three months ended March 31, 2026, we incurred increased expenditures on consulting and payroll fees, our website and IT development and travel as well as general office and insurance expenses from expansion of operations. Advertising and marketing The increase in advertising and marketing during the three months ended March 31, 2026, over the three months ended March 31, 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. Professional fees The professional fees during the three months ended March 31, 2026, primarily included stock-based compensation of $160,000 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 March 31, 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. TCSI’s consulting services to us include sales and business development, customer relationship management, strategy optimization, investor relations, underwriter interface, coordinating outside counsel and other business aspects at the request of the Board of Directors. In addition to TCSI, stock-based compensation was remitted to certain individuals with fire retardant and industry experience, who provided guidance and insight to our management and Board of Directors with respect to the fire retardant and fire inhibitor industry, business development connections, and oversight during the testing and recognition processes. 32 Payroll and management compensation During the three months ended March 31, 2026, management compensation increased to $3.1 million from $673,000 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 $2.1 million, and payroll to management and employees of approximately $1 million. The significant increase in stock-based compensation reflects the transition from a single-executive structure in the first quarter of 2025, when management compensation consisted of a stock-based management compensation of $420,000 and a $142,000 cash payment to our former CEO, to a fully staffed leadership team necessary to support our growth and commercialization objectives. Research and development costs 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 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. Other Expenses For the three months ended March 31, 2026 and 2025, the other expenses consisted of interest expense related to convertible notes payable issued in 2025 of $942,000 and convertible notes payable issued in 2025 and 2024 of $473,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $0 and $805,000, respectively, financing expense of $0 and $6.2 million, respectively, and loss on settlement of debt of $847,000 and $0, respectively. Settlement of debt in 2026 is the conversion of convertible notes issued in 2025. Financing expense is from 4 million warrants granted to a financial advisor. Net loss The net loss for the three months ended March 31, 2026 was approximately $6.2 million, a decrease of approximately $4.7 million as compared to the three months ended March 31, 2025, primarily due to a significant reduction in other expenses, partially offset by lower revenue and higher operating expenses. 33 Liquidity and Capital Resources Sources of Liquidity Since our inception, we have incurred significant operating losses and negative cash flows from our operations. Our net loss was $6.2 million and $10.9 million for the three months ended March 31, 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. Working capital March 31, December 31, 2026 2025 Change Current assets $ 5,625,662 $ 7,415,426 $ (1,789,764 ) Current liabilities $ 2,852,076 $ 2,169,626 $ 682,450 Working capital (deficiency) $ 2,773,586 $ 5,245,800 $ (2,472,214 ) As of March 31, 2026 and December 31, 2025, the current assets consisted of cash of $4.3 million and $6.3 million, respectively, inventory of $696,000 and $621,000, respectively, accounts receivable of $130,000 and $209,000, respectively, and prepaid expenses and other current assets of $512,000 and $317,000, respectively. As of March 31, 2026 and December 31, 2025, the current liabilities consisted of accounts payable and accrued liabilities of $414,000 and $316,000, respectively, due to related parties of $19,000 and $168,000, respectively, convertible notes net of discount of $0 and $219,000, respectively, convertible note – related party of $2.2 million and $1.3 million, respectively, current portion of financing loan of $31,000 and $30,000, respectively, and current portion of operating lease liability of $152,000 and $148,000, respectively. The decrease in working capital in 2026 was primarily due to an increase in convertible note- related party and a decrease in cash for operating activities. Cash Flows For the three months ended March 31, 2026 and 2025 Three months ended March 31, 2026 2025 Change Cash used in operating activities $ (2,059,341 ) $ (713,918 ) $ (1,345,423 ) Cash used in investing activities $ (10,727 ) $ (26,988 ) $ 16,261 Cash provided by financing activities $ 88,374 $ 3,706,109 $ (3,617,735 ) Net Change in cash $ (1,981,694 ) $ 2,965,203 $ (4,946,897 ) 34 Operating Activities We have not generated positive cash flows from operating activities. For the three months ended March 31, 2026, net cash flows used in operating activities consisted of a net loss of $6.2 million, reduced by stock-based compensation of $2.3 million, non-cash lease expenses of $38,000, amortization and depreciation of $126,000, amortization of debt discount of $882,000 and loss on settlement of debt of $847,000, and increased by net changes in operating assets and liabilities of $19,000. For the three months ended March 31, 2025, net cash flows used in operating activities consisted of a net loss of $10.9 million, reduced by stock-based compensation of $2.8 million, financing expense of $6.2 million, non-cash lease expenses of $21,000, amortization and depreciation of $75,000, amortization of debt discount of $377,000, and changes in derivative liability of $805,000, and increased by net changes in operating assets and liabilities of $24,000. Investing Activities For the three months ended March 31, 2026 and 2025, the cash flows used in investing activities consisted of the purchase of equipment of $11,000 and $27,000, respectively. Financing Activities For the three months ended March 31, 2026, net cash provided by financing activities consisted of $96,000 capital contribution from a related party and repayments of financing loans of $8,000. For the three months ended March 31, 2025, net cash provided by financing activities consisted of $260,000 proceeds from the issuance of Series C Convertible Preferred Stock, $3.7 million from the issuance of convertible promissory notes and associated warrants, $23,000 deferred offering cost payment, and repayment of a financing loan of $216,000. 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 March 31, 2026, revenue decreased $624,000, or 64%, compared to the three months ended March 31, 2025. The rare situation of a devastating fire in both the Pacific Palisades and Eaton Canyon fires in the first quarter of 2025 added to system revenue in the first quarter of 2025 that was not seen in the first quarter of 2026. Contractual Obligations Convertible notes – related party In February 2025, we entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of common stock) with a related party. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants with a term of five (5) years, at exercise price of $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. Our obligations under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, the related party could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns our intellectual property portfolio. On February 27, 2026, related party F extended their convertible promissory note until April 28, 2026. Pursuant to the extension, they charged a 1% amendment fee and agreed to release their security pledge against certain intangible assets of the Company. In April 2026, the note and accrued interest were fully converted into the Company’s Common Stock. 35 Financing loans We had a financing loan for the purchase of a vehicle in September 2025. The loan repayment is $2,021 per month for 60 months, beginning October 2025, with an interest rate of 11.33%. We had a financing loan for the purchase of a second vehicle in September 2025. The loan repayment is $2,083 per month for 48 months, beginning October 2025, with an interest rate of 11.90%. Lease Agreements We have one lease classified as an operating lease for office and warehouse purposes. The following table outlines maturities of our lease liabilities as of March 31, 2026: Year ending December 31, 2026 (remaining nine months) $ 147,982 2027 203,228 2028 211,357 2029 219,812 2030 55,486 Thereafter – 837,865 Less: Imputed interest (107,170 ) Operating lease liabilities $ 730,695 Liquidity We have incurred losses since inception and incurred a net loss of $6.2 million during the three months ended March 31, 2026. However, in September 2025, we completed an equity offering which generated net proceeds of $5.4 million. Additionally, in October 2025, we completed an equity offering which generated net proceeds of $2.7 million. Our existing cash resources are expected to provide sufficient funds to carry out our planned operations through fiscal year 2026. To more rapidly grow our revenue and continue operations beyond such time frame, we may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. We may also raise capital through public or private offerings of equity or debt securities or by entering into a credit facility. There can be no assurance that we will be successful in acquiring additional funding, that our projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. 36 Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. In consultation with its legal counsel as appropriate, our management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is likely, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. For a discussion of our critical accounting estimates, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026 (the “Annual Report”). There have been no material changes to our critical accounting estimates as described in that Annual Report. Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information specified under this item.