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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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CitroTech Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Stephen Conboy 2330 Spruce St., Carlsbad, CA, 92008 909-519-5470 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/22/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Conboy Stephen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,061,669.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
CitroTech Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6400 S. FIDDLERS GREEN CIR, SUITE 300, GREENWOOD VILLAGE,
COLORADO
, 80111. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Stephen Conboy (the "Reporting Person"). |
| (b) | The principal business address for the Reporting Person is 2330 Spruce St., Carlsbad, CA 92008. |
| (c) | The principal occupation of the Reporting Person is a Fire Risk Reduction Technologist with a principal place of business located at 2330 Spruce St., Carlsbad, CA 92008. |
| (d) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
The information in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
The information in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On August 22, 2025, the Reporting Person converted 550,000 shares of Series C Convertible Preferred Stock to 1,833,334 shares of Common Stock.
On September 30, 2025, the Reporting Person entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Issuer, pursuant to which the Reporting Person purchased 667 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $10,005 ($15.00 per Series C Convertible Preferred Share). On April 16, 2026, the Reporting Person converted the 667 Series C Convertible Preferred Shares into 2,224 shares of Common Stock.
In connection with the execution of the Securities Purchase Agreement, the Reporting Person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant to the Reporting Person. The Warrant Agreement entitles the Reporting Person to purchase from the Issuer up to 50% of the number of Common Shares issuable upon full conversion of all the Series C Convertible Preferred Stock purchased by the Reporting Person, subject to the terms and conditions of the Warrant Agreement.
On July 24, 2026, the Reporting Person gifted 150,000 shares of Common Stock for no consideration.
On August 4, 2026, the Reporting Person sold 275,001 shares of Common Stock for consideration of $3.00 per common share. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person, through his personal holdings, has beneficial ownership of 2,061,669 Common Shares. The percentage of beneficial ownership is approximately 9.14% of the outstanding Common Shares. The percentage was calculated based on 22,554,586 Common Shares outstanding, as provided by the Issuer and the exercise of 1,112 warrants by the Reporting Person.
Note: In accordance with Exchange Act Rule 13d-3(d)(1), ownership percentage assumes: (i) the exercise of the warrants held by the Reporting Person into Common Shares; and (ii) that no other person has converted or exercised securities into the Common Shares. |
| (b) | The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference into this Item 5(b). |
| (c) | Other than as described in this Amendment No. 1, the Reporting Person has not effected any transactions in Common Shares during the past 60 days. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
The information in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Securities Purchase Agreement by and between the Reporting Person and the Issuer, dated September 30, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 7, 2025).
Common Stock Purchase Warrant Agreement by and between the Reporting Person and the Issuer, dated September 30, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on October 7, 2025). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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