8-K - General Enterprise Ventures, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

CitroTech Inc. entered a Transition Agreement with former CTO Stephen Conboy, effective March 31, 2026, transitioning him to CEO advisor with compensation, product sales rights, and equity provisions.

Key Takeaways

1Stephen Conboy resigned as CTO effective March 31, 2026, with no disagreements on operations, policies, or practices.

290-day Transition Period (March 31 to June 30, 2026) with $10,000 monthly payments and up to $200,000 product advance.

3Post-transition exclusive sales rights for specified products/systems in Tahoe area, subject to minimum sales thresholds ($500K 2026, $2M 2027+).

4Equity terms include potential $1M share buyback upon $10M financing and annual $1.5M restricted shares until $7.5M royalty satisfied.

5Agreement includes broad release of claims, confidentiality, non-compete, and $1M liquidated damages per breach.

Current Report Details

Event Type

Material Agreement

Management Change

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

above. Mr. Conboy’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practice

Material Agreement

Source Document

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers** Effective Ma

Management Change

9.01

Financial Statements and Exhibits** | Exhibit No. | Description | |---|---| | 10.1† | Transition Agreement, dated April 1, 2026, by and between CitroTech Inc. a

Exhibits Only

Executive & Director Changes

Stephen Conboy

Chief Technology Officer

Resignation

Effective: 2026-03-31

Transition to outside advisor to CEO; no disagreement with Company

Transaction Details

Material Agreement

Agreement: Transition Agreement
Parties: CitroTech Inc., Stephen Conboy

•90-day transition period March 31-June 30, 2026
•$10,000 per month during transition
•Up to $200,000 product advance
•Exclusive sales rights in Carve-Out Area (25 miles of North Lake Tahoe, South Lake Tahoe, Truckee, CA) subject to sales thresholds
•Preferred product pricing post-transition
•Equity provisions: $1M share buyback option upon $10M financing, $1.5M annual restricted shares until $7.5M royalty
•Broad release of claims, confidentiality, restrictive covenants, $1M liquidated damages per breach

Exhibits (2)

10.1

TRANSITION AGREEMENT, DATED APRIL 1, 2026

8-K

FORM 8-K