false
0001604191
0001604191
2026-05-08
2026-05-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 8, 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, Florida |
|
33432 |
| (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 1.01. Entry Into a Material Definitive
Agreement
$2.54 million Financing
On May 8, 2026, May 11,
2026 and May 12, 2026, GridAI Technologies Corp. (the “Company”) entered into securities purchase agreements (the “Purchase
Agreements”) with purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”)
pursuant to which the Company agreed to sell to the Purchasers in private placements an aggregate of (i) 74,000 shares of common stock,
(ii) pre-funded warrants to purchase up to an aggregate of 1,196,001 shares of common stock (the “Pre-Funded Warrants”) and
(iii) common stock purchase warrants to purchase up to an aggregate of 1,270,001 shares of common stock (the “Common Warrants”)
for gross proceeds to the Company of approximately $2,540,000. The combined purchase price for one share of common stock or Pre-Funded
Warrant in lieu of share of common stock and one Common Warrants is $2.00.
The Company intends to use
the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing
will occur on May 18, 2026, subject to the satisfaction of customary closing conditions.
All Pre-Funded Warrants
have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable
immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Common Warrants are
exercisable six months after the issuance date and expire five years from the earlier of the effective date of the Registration Statement
or the date that the common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation
pursuant to Rule 144. The Common Warrants issuable pursuant to the Purchase Agreement dated May 8, 2026 have an exercise price of $2.56
per share, the Common Warrants issuable pursuant to the Purchase Agreement dated May 11, 2026 have an exercise price of $2.74 per share
and the Common Warrants issuable pursuant to the Purchase Agreement dated May 12, 2026 have an exercise price of $2.89 per share, all
subject to adjustment as set forth in the Common Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments.
The Purchasers may exercise the Common Warrants on a cashless basis if the shares of common stock underlying the Common Warrants are not
then registered pursuant to an effective registration statement. Certain Purchasers have contractually agreed to restrict its ability
to exercise the Common Warrant such that the number of shares of the Company’s common stock held by the Purchaser and its affiliates
after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Common Warrant which may not exceed 4.99% (or,
upon election by a Purchaser prior to the issuance of any Common Warrants, 9.99%) of the Company’s then issued and outstanding shares
of common stock.
In connection with the Purchase
Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers.
Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration
Statement") with the Securities and Exchange Commission to register for resale the shares issuable upon exercise of the Pre-Funded
Warrants and the shares issuable upon exercise of the Common Warrants within 15 days after the closing of the transactions contemplated
by the Purchase Agreements, and to have such Registration Statement declared effective as promptly as possible after its filing.
The foregoing descriptions
of the Purchase Agreements, Pre-Funded Warrants, Common Warrants, and Registration Rights Agreements described herein are subject to,
and qualified in their entirety by, such documents, which are filed as Exhibit 10.1, 4.1, 4.2, and 10.2 to this Current Report on Form
8-K and incorporated herein by reference.
$5.25 million Financining
On May 11, 2026, the Company
entered into a securities purchase agreement (the “Additional Purchase Agreement”) with the purchasers identified therein
(each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company will sell
to the Purchasers in private placements an aggregate of (i) 87,260 shares of common stock, (ii) pre-funded warrants to purchase up to
an aggregate of 1,745,199 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase
up to an aggregate of 1,832,459 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately
$5,250,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common
Warrants is $2.865.
The Company intends to use
the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing
will occur on May 18, 2026, subject to the satisfaction of customary closing conditions. $20% of the gross proceeds will be paid to the
Company at closing. The remaining 80% of the proceeds will be paid prior to the declaration by the Securities and Exhange Commission (the
“SEC”) that the Registration Statement (defined below) is effective.
The Pre-Funded Warrants
have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable
immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Common Warrants are
exercisable immediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the
common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144.
The Common Warrants have an exercise price of $2.865 per share, subject to adjustment as set forth in the Common Warrants for stock splits,
stock dividends, recapitalizations and similar customary adjustments. The Purchasers may exercise the Common Warrants on a cashless basis
if the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement.
In connection with the Additional
Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the
Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the
"Registration Statement") with the SEC to register for resale the shares issued under the Additional Purchase Agreement, the
shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days
after the closing of the transactions contemplated by the Additional Purchase Agreement, and to have such Registration Statement declared
effective as promptly as possible after its filing.
The foregoing descriptions
of the Additional Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreements described herein are subject to,
and qualified in their entirety by, such documents, which are filed as Exhibit 10.3, 4.1, 4.3 and 10.2 to this Current Report on Form
8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item
1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company
relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not
involving a public offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Warrant |
| 4.3 |
|
Form of Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 10.3 |
|
Form of Securities Purchase Agreement |
| 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.
| |
GridAI Technologies Corp. |
| |
|
| May 14, 2026 |
By: |
/s/ Jason D. Sawyer |
| |
Name: |
Jason D. Sawyer |
| |
Title: |
Chief Executive Officer |
