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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):
April 22, 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.) |
|
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 22, 2026, GridAI Technologies Corp. (the
“Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the Company was not in compliance with the filing of periodic financial reports requirement
for continued listing on The Nasdaq Capital Market, under Listing Rule 5250(c)(1), because the Company has not yet filed its 10-K for
the period ended December 31, 2025.
The Company has 60 calendar days from April 22,
2026, or through June 22, 2026, to submit to Nasdaq a plan to regain compliance with Listing Rule 5250(c)(1). If Nasdaq accepts the Company’s
plan, Nasdaq may grant an extension of up to 180 calendar days from April 15, 2026, or through October 12, 2026, to regain compliance.
If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel.
The delay in filing the Company’s Annual
Report on Form 10-K is due to the complexity in reviewing the accounting treatment and other information related to the Company’s
recent acquisition of Grid AI Corp. The Company intends to file its Annual Report on Form 10-K as soon as possible, and to submit to Nasdaq,
within the requisite time period, a plan to regain compliance with Listing Rule 5250(c)(1). There can be no assurance that Nasdaq will
accept the Company’s plan or that the Company will be able to regain compliance with Listing Rule 5250(c)(1) or maintain compliance
with any other Nasdaq requirement in the future.
The Company, by filing this Form 8-K, discloses
its receipt of the notification from Nasdaq in accordance with Listing Rule 5810(b).
Item 7.01. Regulation FD Disclosure.
On April 28, 2026, the Company issued a press
release announcing the receipt of Nasdaq notice regarding late 10-K filing. A copy of the press release is furnished herewith as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, Dated April 28, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GridAi Technologies Corp. |
| |
|
| April 28, 2026 |
By: |
/s/ Jason D. Sawyer |
| |
Name: |
Jason D. Sawyer |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
GridAI Technologies Corp. Announces
Receipt of Nasdaq Notice Regarding Late Form 10-K Filing
BOCA RATON,
FL, April 28, 2026 (GLOBE NEWSWIRE), GridAI Technologies Corp. (NASDAQ: GRDX) (the "Company") today announced that on April
22, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company was not in compliance with the filing of periodic financial reports requirement for continued listing on
The Nasdaq Capital Market, under Listing Rule 5250(c)(1), because the Company has not yet filed its 10-K for the period ended December
31, 2025.
The Company has
60 calendar days from April 22, 2026, or through June 22, 2026, to submit to Nasdaq a plan to regain compliance with Listing Rule 5250(c)(1).
If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from April 15, 2026, or through
October 12, 2026, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal
such decision to a Nasdaq hearings panel.
The delay in filing
the Company’s Annual Report on Form 10-K is due to the complexity in reviewing the accounting treatment and other information related
to the Company’s recent acquisition of Grid AI Corp. The Company intends to file its Annual Report on Form 10-K as soon as possible,
and to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5250(c)(1). There can be no
assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing Rule 5250(c)(1)
or maintain compliance with any other Nasdaq requirement in the future.
About GridAI
Technologies Corp.
GridAI Technologies
Corp. (NASDAQ: GRDX), formerly known as Entero Therapeutics, Inc., is a diversified technology and life sciences company operating through
two principal areas: (i) energy orchestration and grid optimization software solutions through our subsidiary Grid AI Corp. and (ii)
legacy biopharmaceutical development activities centered on Adrulipase for the treatment of exocrine pancreatic insufficiency.
Forward-Looking
Statements
This release contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and
assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective
investors should review carefully various risks and uncertainties identified in this release and matters set in the company's SEC filings.
These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking
statements.
For Investor Relations
inquiries, please contact:
Jérôme
Cliche
ONCORE Network
LLC
Tel: +1 (646) 960-8760
Email: ir@oncorenetwork.com
Corporate Communications
IBNAustin,
Texas www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com