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0001604191
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2025-09-30
2025-09-30
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iso4217:USD
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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):
September 30, 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 1.01. Entry Into a Material Definitive
Agreement
The information set forth in Item 2.01 below regarding
the Share Exchange Agreement (as defined below) is incorporated by reference in this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition
of Assets
Share Exchange Agreement
On September 30, 2025, the Company entered into
and consummated a share exchange agreement (“Share Exchange Agreement”) with GridAI Corp, a Nevada corporation
(“GridAI”), and the stockholders of all of the issued and outstanding shares of GridAI (such shares, the “Shares,”
and the stockholders, collectively, the “Sellers,” and, the Sellers, together with the Company and GridAI, the “Parties”).
Pursuant to the Share Exchange Agreement, the Company purchased the Shares from the Sellers for a purchase price consisting of (i) an
aggregate of 424,348 shares (the “Exchanged Common Shares”) of the Company’s common stock, $0.0001 par value per share
(the “Common Stock”), which represents 19.99% of the issued and outstanding shares of Common Stock as of the date of entry
into the Share Exchange Agreement, and (ii) 38,801,546 shares (such shares, the “Exchanged Preferred Shares”) of the Company’s
Series H Non-Voting Convertible Preferred Stock (the “Series H Preferred Stock”) having such rights and preferences as set
forth in the Certificate of Designation of Preferences, Rights and Limitations of Series H Non-Voting Convertible Preferred Stock filed
with the Delaware Secretary of State on October 1, 2025 (the “Certificate of Designation”), and which Exchanged Preferred
Shares will be convertible into an aggregate of 38,801,546 shares of Common Stock (the “Conversion Shares”), subject to shareholder
approval and certain conditions and adjustments as set forth in the Certificate of Designation. The Exchanged Common Shares together with
the maximum number of Conversion Shares represent 82.5% of the issued and outstanding shares of Common Stock as of the date of entry into
the Share Exchange Agreement on an as-converted and fully-diluted basis. The aforesaid exchange of shares for the Exchanged Common Shares
and Exchanged Preferred Shares is herein referred to as the “Share Exchange.” As of the closing of the Share Exchange (the
“Closing”), GridAI owned 75% of the issued and outstanding capital stock of AMPX UK Holdings, a Cayman Islands company (“AMPX”).
Covenants
The Company agreed to hold a stockholder meeting
(the “Stockholder Meeting”) as promptly as practicable following the Closing to consider and obtain approval for the conversion
of the Exchanged Preferred Shares into Common Stock, and proposals that the Company and Sellers mutually agree is necessary or desirable
to consummate the transactions contemplated by the Share Exchange (“Stockholder Approval”).
The Sellers agreed to deliver the Seller Disclosure
Letter 21 days from the Closing, together with copies of any and all documents or other relevant information with respect to any disclosures
listed in the Seller Disclosure Letter as and to grant the Company certain indemnification rights for breaches of representations and
warranties made by the Sellers in the Share Exchange Agreement that have or are reasonably likely to have a material adverse effect on
GridAI’s ownership of 75% of the issued and outstanding capital stock of AMPX or the ownership or operation of the AMPX assets or
business.
The Company also agreed that, as soon as practicable
after Closing and subject to any required shareholder approval and cancellation of any outstanding AMPX warrants and options, to (a) issue
up to 2,000,000 restricted stock awards exercisable for Common Stock, to such persons and in such amounts as Grid AI and the Company may
mutually agree with respect to such persons working for or with GridAI or AMPX before or after the Closing; (b) amend the Company’s
equity incentive plan currently in effect (the “Incentive Plan”) to, among other things, increase the number of shares of
Common Stock issuable or available to be issued under the Incentive Plan, and (c) grant options to purchase up to 3,800,000 shares of
Common Stock, exercisable at $0.66 per share, subject to a 3-year vesting starting December 31, 2025, to such persons and in such amounts
as GridAI and the Company may mutually agree with respect to such persons working for or with GridAI or AMPX before or after the Closing.
Each of the Company, GridAI and the Sellers agreed
to, as promptly as practicable after the Closing and prior to the Stockholder Meeting, give and obtain certain notices and consents related
to the Share Exchange.
After Closing, Sellers may designate two directors to the Company’s
Board of Directors, which designation is subject to the Company’s consent, not to be unreasonably withheld, which designees will
be entitled to serve as a director until the Company’s next regularly scheduled annual meeting. The Parties agreed that additional
directors may be appointed or appointable by Sellers on the conversion of Exchanged Preferred Stock into Common Stock, such that upon
the full conversion of Exchanged Preferred Stock into Common Stock, Sellers are entitled to appoint five out of seven directors, subject
to any applicable requirements of The Nasdaq Stock Market LLC (“Nasdaq”).
The Company further agreed to consummate a proposed
financing (“Financing”) with gross proceeds not less than $3 million no later than 30 days after the Closing, and that at
no time prior to completion of the Financing will the Company have less than $2,000,000 in available cash on deposit with one or more
financial or banking institutions.
Registration Rights Agreement
On September 30, 2025, the Company and the Sellers
entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement,
the Company agreed to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission
(“SEC”) covering the resale of all of the Registrable Securities (as defined below) within 15 days after the preparation of
any financial statements of GridAI or AMPX that would be required to be included in the Registration Statement under applicable rules
and regulations. The Company agreed to use its best efforts to cause the Registration Statement to be declared effective under the Securities
Act of 1933, as amended (the “Securities Act”) as promptly as possible after the filing thereof, but in any event within 90
days after the filing date of the Registration Statement. Subject to certain exceptions, the Company agreed not to file any other resale
registration statements until all Exchanged Common Shares and Conversion Shares are registered for resale. The Sellers are entitled to
certain liquidated damages to be paid by the Company if the Company does not comply with the applicable registration and effectiveness
requirements set forth in the Registration Rights Agreement.
The foregoing descriptions
of each of the Share Exchange Agreement and the Registration Rights Agreement do not purport to be complete and are each qualified in
their entirety by reference to the full text of the Share Exchange Agreement and form of Registration Rights Agreement, copies of which
are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K (“Form 8-K”) and incorporated herein
by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The information set forth under Item 2.01 of this
Form 8-K regarding the issuance of the Exchanged Common Shares, Exchanged Preferred Shares and Conversion Shares is incorporated herein
by reference. Such securities have been or will be issued in reliance on the exemptions from registration under the Securities Act provided
by Section 4(a)(2) thereof and/or Regulation D thereunder.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 1, 2025, the Company filed the Certificate
of Designation with the Secretary of State of the State of Delaware. The Certificate of Designation authorized the creation of Series
H Preferred Stock in the amount of 38,801.546 shares.
Voting Rights
Except as otherwise required by law, the Series
H Preferred Stock have no voting rights. As long as any shares of Series H Preferred Stock are outstanding, the Company may not, without
the written consent or affirmative vote of the holders of a majority of the then outstanding shares of the Series H Preferred Stock: (i) alter
or change adversely the powers, preferences or rights given to the Series H Preferred Stock or alter or amend the Certificate of Designations,
amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles
of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock of the Company,
par value $0.0001 per share (“Preferred Stock”) in each case if any such action would adversely alter or change the preferences,
rights, privileges or powers of, or restrictions provided for the benefit of the Series H Preferred Stock, regardless of whether any of
the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization,
reclassification, conversion or otherwise, or (ii) enter into any agreement with respect to any of the foregoing.
Rank; Liquidation
With respect to distribution of assets upon liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, all shares of Series H Preferred Stock shall rank: (i) senior
to all junior securities; (ii) on parity with the Common Stock any other class or series of preferred stock of the Company
hereafter created specifically ranking, by its terms, on parity with the Series H Preferred Stock (the “Parity Securities”);
and (iii) junior to the Series B Convertible Preferred Stock any other class or series of Preferred Stock or other capital stock of
the Company hereafter created specifically ranking, by its terms, senior to the Series H Preferred Stock (collectively, the “Senior
Securities”). Upon any liquidation, each holder shall be entitled, together pro rata with the holders of Parity Securities, to be
paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders
of junior securities by reason of their ownership thereof, an amount in cash equal to the aggregate liquidation value of $618.53 per share
for all shares of Series H Preferred Stock held by such Holder. A fundamental transaction will not be deemed a liquidation unless
the Company expressly declares that such fundamental transaction shall be treated as if it were a liquidation.
Conversion
Following Stockholder Approval, each share of
Series H Preferred Stock is automatically convertible into shares of Common Stock at a ratio of 1:1,000 (the “Conversion Ratio”)
(subject to certain limitations, including that a holder of Series H Preferred Stock is prohibited from converting shares of Series H
Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially
own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common
Stock issued and outstanding immediately after giving effect to such conversion) in six equal installments, with each installment representing
one-sixth of the aggregate number of Conversion Shares issuable upon conversion of all of the Series H Preferred Stock held by a holder
if converted in full automatically and without an action required on the part of the holder thereof within five business days of the achievement
of each of six different milestone events relating to the business of AMPX as set forth in the Certificate of Designation.
Adjustment
The Conversion Ratio is subject to proportional
adjustment upon stock dividends, stock splits and similar corporate actions. Additionally, if the Company has not cancelled 11,911 outstanding
shares of Common Stock, outstanding warrants to purchase 42,562 shares of Common Stock, outstanding options to purchase 2,737 shares of
Common Stock and 11,777.418 outstanding shares of Series G Non-Voting Preferred Stock by December 31, 2025, the Conversion Ratio
will be adjusted to 1:1,483.93.
Redemption
The Series H Preferred Stock are not redeemable
at the option of the Company or the Holder thereof; provided, however, that the lack of a redemption right does not limit
the ability of the Company to purchase or otherwise deal in such shares to the extent otherwise permitted under the Certificate of Designation
and by law.
The foregoing description
of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the
Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation
FD Disclosure
On October 1, 2025, the
Company issued a press release announcing the Closing of the Share Exchange.
The information presented
in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information
is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities
Act or the Exchange Act.
Item 8.01. Other Events.
As previously disclosed, on April 11, 2025, the
Company received written notice from Nasdaq that the Company was not in compliance with the minimum stockholders’ equity requirement
for continued listing. As a result of the Share Exchange, the Company believes that, as of the date of this Form 8-K, it has stockholders’
equity of at least $2.5 million as required by Nasdaq Listing Rule 5550(b)(1). Until Nasdaq has reached a final determination that the
Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued
listing of the Common Stock on the Nasdaq Capital Market and the Company could be subject to delisting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 2.1 |
|
Share Exchange Agreement. |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of
Series H Non-Voting Convertible Preferred Stock filed with the Delaware Secretary of State on October 1, 2025. |
| 10.1 |
|
Form
of Registration Rights Agreement. |
| 99.1 |
|
Press Release dated October 1, 2025. |
| 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. |
| |
|
| October 6, 2025 |
By: |
/s/ Jason D. Sawyer |
| |
Name: |
Jason D. Sawyer |
| |
Title: |
Interim Chief Executive Officer |
