CITR · General Enterprise Ventures, Inc.

CitroTech Inc. entered into a material definitive joint venture agreement with Hexion Inc. on April 17, 2026, forming HexiTech LLC to commercialize CitroTech's fire-retardant intellectual property (FR IP) in factory applications such as coating, spraying, and dipping, leveraging Hexion's manufacturing expertise. Each party contributes assets for 50% ownership, with governance via a three-manager board requiring dual approval for fundamental actions. Capital is funded pro rata per budget, but Hexion provides CitroTech up to $6 million in interest-bearing advances (12% rate, 18-month term) through 2027, repaid via distribution priority (75% initially, 100% after 18 months). Distributions favor Hexion (85%) until $10 million annual recurring revenue is achieved by March 31, 2028. Hexion holds a call option on CitroTech's stake after four years based on fair market value, while both have $1 put rights. The IP license is royalty-free and exclusive but converts to royalty-bearing (high-teens to low-20s % on net sales) if CitroTech exits. This structures risk for Hexion while enabling CitroTech capital access, with clear exit paths and performance hurdles signaling investor focus on commercialization milestones.