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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
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):
May 14, 2026
| GridAI Technologies Corp. |
| (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.) |
|
433 Plaza Real, Suite 275
Boca
Raton, FL 33432 |
| (Address of Principal Executive Offices) (Zip Code) |
(561)
589-5444
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 |
|
GRDX |
|
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.
As previously disclosed in
the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025, GridAI Technologies Corp. (f/k/a
Entero Therapeutics, Inc.) (the “Company”) entered into a Revolving Loan Agreement dated January 27, 2025 (the “Revolving
Loan Agreement”), with 1396974 BC Ltd. (the “Lender”) pursuant to which the Lender agreed to make loans to the Company.
Under the Revolving Loan Agreement, the outstanding principal balance of all outstanding loans, all accrued and unpaid interest and all
other amounts, costs, expenses and/or liquidated damages were due in full on January 31, 2026 (the “Maturity Date”). As also
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2026, on April 1,
2026, the Company received a demand letter from the Lender, asserting that the Company is in default of the Revolving Loan Agreement as
the Maturity Date had passed and the amounts due under the Revolving Loan Agreement have not been repaid, and demanding the Company to
pay a total sum of $1,014,675, which includes the principal amounts received by the Company ($700,000), interest and a 20% increase of
these amounts due to the default pursuant to the terms of Revolving Loan Agreement. On May 14, 2026, the Company and the Lender entered
into a Debt Settlement and Subscription Agreement (the “Settlement Agreement”) pursuant to which the Company will satisfy
its obligation to the Lender through (i) a cash payment in the aggregate amount of $800,000, comprised of the principal amount of $700,000
and accrued interest in the amount of $100,000, and (ii) the issuance of 71,482 shares of the Company’s common stock at a deemed
price of $3.25 per share, in satisfaction of remaining accrued interest obligations of $232,315, all in accordance with the terms and
conditions set forth in the Settlement Agreement.
The foregoing description
of the Settlement Agreement is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| No. |
|
Description |
| 10.1 |
|
Debt Settlement and Subscription Agreement, dated May 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
GRIDAI TECHNOLOGIES CORP. |
| |
|
| Date: May 20, 2026 |
By: |
/s/ Jason D. Sawyer |
| |
Name: |
Jason D. Sawyer |
| |
Title: |
Chief Executive Officer |