GridAI Technologies completes ImmunogenX LLC disposition

GridAI Technologies Corp. completed a previously agreed rescission transaction involving ImmunogenX, LLC on December 31, 2025.

Rhea-AI Filing Summary

GridAI Technologies Corp. completed a previously agreed rescission transaction involving ImmunogenX, LLC on December 31, 2025. Under this deal, the company transferred to the former ImmunogenX, Inc. shareholders all of the membership interests of ImmunogenX, LLC that it held, so ImmunogenX, LLC is no longer a subsidiary and the company no longer owns any interest in it.

The company notes that this disposition is considered a significant asset sale for reporting purposes, and it has filed unaudited pro forma consolidated financial statements as an exhibit to show how the transaction would have affected its historical financials.

Insights

Equity & Transactions Analyst

GridAI unwinds a significant ImmunogenX-related asset holding.

GridAI Technologies Corp. has completed a rescission transaction that unwinds its prior ImmunogenX structure. The company transferred all of its membership interests in ImmunogenX, LLC back to the former ImmunogenX, Inc. shareholders, so ImmunogenX, LLC is no longer part of the consolidated group.

The disclosure states that this is a “significant disposition” for reporting purposes, which triggers pro forma financial information. Those unaudited pro forma consolidated statements, filed as Exhibit 99.1, are intended to show how historical results would look without ImmunogenX, LLC.

The impact on the overall business and financial profile depends on the size and performance of ImmunogenX, LLC, details of which are reflected in the pro forma exhibit rather than in this brief summary description.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major transaction did GridAI Technologies Corp. (ENTO) complete?

GridAI Technologies Corp. completed a rescission transaction on December 31, 2025, transferring all of its membership interests in ImmunogenX, LLC to the former ImmunogenX, Inc. shareholders so that ImmunogenX, LLC is no longer its subsidiary.

How did the ImmunogenX transaction change GridAI Technologies Corp.’s structure?

After the transaction, ImmunogenX, LLC is no longer a subsidiary of GridAI Technologies Corp., and the company no longer holds any ownership interest in ImmunogenX, LLC.

Why is the ImmunogenX transaction considered significant for GridAI Technologies Corp.?

The company states that the transaction is a significant disposition for reporting purposes, which means it was large enough to require additional pro forma financial information under SEC rules.

What financial information did GridAI Technologies Corp. file related to the ImmunogenX disposition?

GridAI Technologies Corp. filed unaudited pro forma consolidated financial statements as Exhibit 99.1, presenting how its financials would look after giving effect to the ImmunogenX, LLC disposition.

Who were the counterparties to GridAI Technologies Corp. in the rescission transaction?

The rescission transaction involved GridAI Technologies Corp., ImmunogenX, LLC, and the former shareholders of ImmunogenX, Inc., who received the membership interests of ImmunogenX, LLC.

What earlier agreements were unwound by GridAI Technologies Corp.’s rescission deal?

The rescission agreement was designed to unwind the prior merger arrangements set out in the Agreement and Plan of Merger dated March 13, 2024 among the company, two merger subsidiaries, and ImmunogenX, Inc., along with related agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/07/2026 - 04:05 PM EST Learn about SEC filing dates

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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): December 31, 2025

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.)

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		GRDX		Nasdaq Capital Market

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 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2025, GridAI Technologies Corp. (f/k/a Entero Therapeutics, Inc.) (the “Company”) entered into a Rescission Agreement (the “Rescission Agreement”) by and among the Company, ImmunogenX, LLC (“Immuno LLC”) and each of the individuals or entities (each a “Shareholder” and collectively, the “Shareholders”) who are the former shareholders of ImmunogenX, Inc., a Delaware corporation (“Immuno Corp.”) to unwind the transactions as set forth in the Agreement and Plan of Merger, dated March 13, 2024 by and among the Company, IMMUNO Merger Sub I, Inc., a Delaware corporation, IMMUNO Merger Sub II, LLC, a Delaware limited liability company, and Immuno Corp., and in the other agreements entered into in connection therewith. As also previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2025, the Company, Immuno LLC and the Shareholders entered into an Amendment to the Rescission Agreement (“Rescission Agreement Amendment”) whereby the parties agreed to add additional shareholder representations and warranties, including providing for an accredited investor representation by each Shareholder.

On December 31, 2025, the Company, Immuno LLC and the Shareholders completed the transactions contemplated by the Rescission Agreement, as amended by the Rescission Agreement Amendment (the “Transaction”), including the transfer by the Coamny to the Shareholders of all of the issued and outstanding membership interests of Immuno LLC held by the Company. After the consummation of the Transaction, Immuno LLC is no longer a subsidiary of the Company and the Company is no longer holding any interest in Immuno LLC.

The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

· Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2025.

· Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024.

· Notes to Unaudited Pro Forma Consolidated Statements of Operations

(d) Exhibits.

Exhibit No.		Description
99.1		GridAI Technologies Corp. Unaudited Pro Forma Consolidated Financial Statements
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.
January 7, 2026	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Chief Executive Officer