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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 |
