CitroTech Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
CitroTech Inc., a Wyoming corporation (the “Company”), and Hexion Inc., a New Jersey corporation (“Hexion”), formed HexiTech LLC, a Delaware limited liability company (“HexiTech”), to facilitate a joint venture to develop, manufacture, commercialize and sell products incorporating the Company’s fire-retardant intellectual property within a defined field of use, utilizing Hexion’s manufacturing and commercialization capabilities.
Limited Liability Company Agreement
On April 17, 2026, the Company and Hexion entered into a limited liability company agreement governing HexiTech (the “LLC Agreement”), pursuant to which the Company and Hexion were admitted as 50% members of HexiTech. The LLC Agreement provides that the Company will contribute to HexiTech the right to use certain of its fire suppression, fire retardant, fire resistant, and adjacent technologies (the “FR IP”) for use within a defined field of use pursuant to the IP License Agreement described below, and that Hexion will contribute certain assets pursuant to a separate contribution agreement.
HexiTech is managed by a board of managers (the “Board”) consisting of one designee of each member and an independent manager. Certain fundamental actions require approval of both the Company-designated manager and the Hexion-designated manager.
The members are required to fund additional capital contributions on a pro rata basis as approved by the Board, subject to HexiTech’s approved budget. If a member fails to timely fund a required capital contribution, the non-defaulting member may advance the unpaid amount as an interest-bearing loan repayable from distributions otherwise payable to the defaulting member. If the Company is the non-contributing member and fails to repay any such advance within 180 days, Hexion’s call option rights with respect to the Company’s membership interest are accelerated, permitting Hexion to purchase the Company’s interest in HexiTech in accordance with the LLC Agreement, net of any unpaid loan amounts. In addition, and notwithstanding the above, Hexion has agreed to provide the Company with advances of up to $6.0 million prior to December 31, 2027 to fund the Company’s capital contribution obligations, subject to specified interest, 18-month repayment terms, and distribution priority provisions.
Distributions are generally made on a pro rata basis, subject to priority repayment of outstanding advances and a performance-based reallocation pursuant to which Hexion is entitled to receive 85% of distributions until specified commercialization targets are met. The LLC Agreement also contains customary transfer restrictions (including restrictions on transfers to specified persons) and provides certain put/call and other exit rights and remedies in specified circumstances.
The foregoing summary of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the LLC Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Intellectual Property License Agreement
On April 17, 2026, the Company entered into an Intellectual Property License Agreement (the “IP License Agreement”) with HexiTech and Mighty Fire Breaker, LLC, an Ohio limited liability company, pursuant to which the Company granted HexiTech a royalty-free (except as described below), exclusive, worldwide, irrevocable license to the FR IP within the defined field of use.
If the Company exits the joint venture pursuant to the terms of the LLC Agreement, the IP License Agreement provides that the license will continue on a perpetual basis, subject to a continuing royalty on net sales of licensed products, in the high-teens to the low twenties percentage range, as set forth in the IP License Agreement.
The foregoing summary of the IP License Agreement does not purport to be complete and is qualified in its entirety by reference to the IP License Agreement, attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1† | Limited Liability Company Agreement of HexiTech LLC, dated April 17, 2026, by and between CitroTech Inc. and Hexion Inc. | |
| 10.2† | Intellectual Property License Agreement, dated April 17, 2026, by and among CitroTech Inc., Mighty Fire Breaker, LLC and HexiTech LLC | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
† Certain portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv). The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CitroTech Inc. | |||
| Date: April 21, 2026 | By: | /s/ Wesley J. Bolsen | |
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Name: Title: |
Wesley J. Bolsen Chief Executive Officer |
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