Entero Therapeutics SEC Filings

Entero Therapeutics, Inc. filed a Form 12b-25 to notify that its Form 10-Q for the quarter ended September 30, 2025 will be filed late. The company is still reviewing the accounting treatment of its acquisition of GridAI Corp. and needs more time to ensure the financial statements comply with applicable accounting standards. Under Rule 12b-25, Entero expects to file the quarterly report no later than the fifth calendar day after the original due date.

Entero Therapeutics (ENTO) reported that on October 17, 2025, the stockholders of GridAI Corp waived their right to appoint two directors to Entero’s Board as provided in Section 5.09 of the Share Exchange Agreement dated September 30, 2025. The waiver remains in effect until Entero’s shareholders approve the appointment of such directors at a duly called meeting in accordance with applicable laws.

This update follows the previously disclosed agreement referenced in the company’s October 6, 2025 filing and reflects a governance step that defers board appointments pending shareholder approval.

Entero Therapeutics (ENTO) reported that Nasdaq has confirmed the company is back in compliance with the minimum stockholders’ equity requirement under Listing Rule 5550(b)(1). Compliance was affirmed in a letter dated October 28, 2025, following Entero’s October 6 disclosure tied to a September 30 share exchange with GridAI.

The company had previously fallen out of compliance after reporting stockholders’ equity of ($3,876,738) as of December 31, 2024, below the $2.5 million minimum. Nasdaq had granted an extension through October 8, 2025, to regain compliance. Nasdaq cautioned that if Entero does not evidence compliance in its next periodic report, the company may face delisting, with the option to appeal to a Hearings Panel.

Entero Therapeutics entered a Securities Purchase Agreement allowing a private placement of up to $5,000,000 in promissory notes and a common stock purchase warrant for up to 1,520,000 shares, with subsequent closings permitted.

At the initial closing on October 17, 2025, the company received $500,000 in gross proceeds by issuing a $500,000 non‑interest‑bearing, non‑convertible Note maturing one year and one day from issuance, which the company may extend in one‑year‑and‑one‑day increments. It also issued a Warrant to purchase up to 200,000 shares at an exercise price of $2.50 per share, exercisable upon stockholder approval and expiring five years after that approval.

The Warrant size may adjust pro rata with additional investments, up to 1,520,000 shares, includes a 4.9% Beneficial Ownership Limitation, and may be exercised cashlessly if the underlying shares are not registered. Entero plans to use proceeds for general corporate purposes, and will seek stockholder approval and file a registration statement for the resale of the Warrant shares.

Entero Therapeutics, Inc. filed a Form 8-K reporting several exhibits tied to a material corporate action. The company filed a Certificate of Designation establishing Series H Non-Voting Convertible Preferred Stock with the Delaware Secretary of State on October 1, 2025. The filing also lists a Form of Registration Rights Agreement, a Share Exchange Agreement, and a Press Release dated October 1, 2025 as exhibits. The cover page interactive XBRL is included. The Form 8-K is signed by Jason D. Sawyer as Interim Chief Executive Officer on October 6, 2025, indicating the company provided contemporaneous disclosure of these actions.

Document scope and corporate actions: This S-1/A incorporates the company’s 2024 Annual Report on Form 10-K and 10-Qs for March 31, 2025 and June 30, 2025 and states that all historical share and per-share figures reflect a 1-for-3 reverse stock split effective August 18, 2025. The filing lists authorized capital of 100,000,000 common shares and 10,000,000 preferred shares.

Intellectual property and patents: The filing references multiple patent families, including European and U.S. patents for a Yarrowia lipolytica lipase (European expiry June 15, 2026; U.S. expirations Sept 11, 2028 and July 17, 2026) and issued U.S. patents for inflammatory-condition treatments expiring Sept 1, 2036 and patents directed to niclosamide use expiring March 31, 2040.

Other material items: The prospectus lists risks and cost items related to development, regulatory approval, manufacturing, commercialization, patent prosecution and personnel. It discloses selling-stockholder warrant holdings with a 4.9% beneficial ownership exercise limitation and includes signatures dated September 10, 2025.