CitroTech Inc. filed a new registration statement with the Securities and Exchange Commission on September 28 for a proposed $7 million public offering of common stock, adding another financing transaction to the company’s efforts to fund its operations and growth. The S-1 covers 1,639,344 shares at an assumed public offering price of $4.27 per share, with the actual price to be determined when the offering is priced.
At the assumed price, the offering would generate $7 million in gross proceeds before underwriting discounts and other expenses. CitroTech estimates net proceeds of approximately $6.3 million, rising to about $7.3 million if the underwriters fully exercise their over-allotment option. The company said it intends to use the proceeds for working capital and general corporate purposes.
The offering would be conducted on a firm-commitment basis, with Univest Securities LLC serving as representative of the underwriters. CitroTech has agreed to pay an underwriting fee equal to 7% of gross proceeds, while estimating additional offering expenses of about $192,000. The company also intends to grant the underwriters a 45-day option to purchase up to 245,901 additional shares to cover over-allotments, which would increase the total shares sold to 1,885,245 if exercised in full.
The proposed transaction would increase CitroTech’s common shares outstanding from 22.7 million on a pro forma basis before the offering to approximately 24.36 million after the base offering. Including the full over-allotment, the company expects 24.60 million shares would be outstanding. Based on those figures, the new base shares would represent about 6.7% of the post-offering common stock.
The $4.27 assumed offering price matches CitroTech’s September 24 closing price on the NYSE American, where the company trades under the ticker CITR. The filing makes clear that $4.27 is only an assumption and that the eventual public offering price could be higher or lower, depending in part on the company’s market price when the registration statement becomes effective and the offering is priced.
The proposed financing comes as CitroTech continues to operate at a loss. The company reported revenue of $625,581 for the six months ended June 30, 2026, while recording a net loss of $10.1 million and an accumulated deficit of $123.3 million. CitroTech said its existing cash resources could fund planned operations through the end of 2026, but it expects to require additional funding to support faster growth and continue operations beyond that period.
As of June 30, CitroTech had $2.52 million in cash and $81,113 in debt, according to the filing. After accounting for the proposed offering and related adjustments, the company projects cash of approximately $8.84 million and stockholders’ equity of about $15.33 million, assuming the base offering is completed at $4.27 per share.
CitroTech develops and sells specialty chemical fire-inhibitor products for wildland fire protection, residential applications and wood products. The company said it had added more than 20 certified partners by August 2026 to apply its products for wildfire protection and install CitroSafe systems. It also formed a 50/50 joint venture with Hexion in April, which management expects to begin generating product sales in early 2027.
The filing also highlights the company’s need for additional capital as it expands its business. CitroTech said failure to secure financing or generate sufficient operating cash could require it to curtail operations, while additional equity financing could dilute existing shareholders.
The registration statement is not an indication that the offering has been priced or completed. CitroTech said the proposed sale would occur as soon as practicable after the registration statement becomes effective. The financing is therefore still subject to the SEC registration process and the conditions of the underwriting agreement. The proposed transaction follows a broader wave of small-cap IPO and financing filings, including another recent medical-device IPO filing.
