[8-K] Entero Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 17, 2025

Entero Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37853		46-4993860
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

777 Yamato Road, Suite 502 Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 589-7020

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ENTO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On October 17, 2025, the stockholders of GridAI Corp (“Sellers”), a Nevada corporation (“GridAI”) waived their right to appoint two directors to Entero Therapeutics, Inc.’s (the “Company”) Board of Directors as provided in Section 5.09 of the previously disclosed Share Exchange Agreement by and among the Company, GridAI, and the Sellers dated September 30, 2025 in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 6, 2025, until such time as the shareholders of the Company have approved the appointment of such directors at a meeting of the Company shareholders duly called in accordance with all applicable laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Entero Therapeutics, Inc.
November 6, 2025	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Interim Chief Executive Officer

FAQ

What did ENTO disclose in this 8-K?

GridAI Corp stockholders waived their right to appoint two directors to Entero’s Board until Entero’s shareholders approve such appointments.

How many board seats are affected at Entero Therapeutics (ENTO)?

Two director seats tied to the Share Exchange Agreement are affected.

When was the waiver by GridAI stockholders made?

The waiver was made on October 17, 2025.

What agreement governs the director appointment right?

Section 5.09 of the Share Exchange Agreement dated September 30, 2025.

What condition must be met before directors can be appointed?

Appointments require approval by Entero’s shareholders at a meeting duly called in accordance with all applicable laws.

Did Entero previously reference this agreement?

Yes, it was previously disclosed in an October 6, 2025 filing.