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.